How to prepare a winning Series B & C data room

Why does your startup need an investor data room?

At a very fundamental level, an investor data room will help VCs map out the different elements of your business, from historical performance, forecasted financials, product positioning, to team structure. 

Furthermore, if your data room is well structured, it will help play a key role in accelerating the due diligence process, giving you the time needed to build relationships with investors or more importantly keep operating the rest of your business.

A data room can make sure your fundraising process carries enough momentum from the very beginning by:

• Helping you get a head start on the process: the initial version of your data room should address the majority of investor’s preliminary questions and inquiries on your business. As a result, you will have been able to save a significant amount of time during initial conversations, helping you better prepare for building investor relationships and managing later stage round dynamics. 
• ‍Sends a strong positive signal to investors: investors can look at your data room as an extension of how you manage your business. Put the time required to explain the historical performance of your company, clearly demonstrate a path to profitability, and the market opportunity your business is tackling.

Ensure fundraising success:

Get the handbook for Series B & C fundraising

When should I put together an investor data room?

The market for Series B & C fundraising today requires companies to be well-prepared, flexible, and strategic in their fundraising approach. 

In this market, you should start the fundraising process with at least 9-12 months of operating runway. 

This will give you the necessary time to prepare all internal materials, find the right investors, and negotiate favorable terms.

What to include in your Series B & C investor data room

Financial Metrics

While your company’s Series A round may have been light on metrics, and more strongly anchored around your Pitch Deck, growth stage investors will be ready to place a lot more emphasis on both your financial and operational metrics.

Investors will review your financial statements to evaluate your underlying business fundamentals, growth, and operating margins. Be sure to include the following in your data room:

• Historical financials: include your three financial statements (e.g. Profit and Loss, Balance Sheet, Cash Flow) with the performance of the last two years broken down by quarter.
• Financial forecast: include the quarterly projections for your P&L and your ARR waterfall for the upcoming three years. When sharing your forecast model, keep it robust but simple. If your model can not be self-explanatory, you have an opportunity to make it more simple and better communicate how you plan to run your business with it. Be prepared to defend your underlying business assumptions, this shouldn’t be an invitation to sandbag your performance but to present a plan that is both aggressive and achievable.

Some of the questions investors will ask after evaluating your financial metrics and forecast can be:

1. How are you recognizing revenue?
2. What are the underlying components of COGS?
3. Why is there a difference between your ARR and GAAP revenue growth?

Operational Metrics

A lot of companies have been able to scale quickly at the expense of increasing their costs of customer acquisition. However, startups are no longer operating in a “growth at all costs” environment in which inefficient growth was the norm. Investors today will want to assess operational efficiencies across your business. Prepare your:‍

• ‍Historical and forecasted operational metrics: include the performance of the last two years and your forecast for the upcoming three years for your key business metrics (e.g. ARR waterfall, growth rate, NDR, average ACV, magic number, CaC payback, etc…). Make sure these metrics tie back to your P&L, as investors will re-build your model to stress test its assumptions. ‍
• Raw customer MRR data: include a blind list of your customer data with contract start date, initial MRR, current MRR, and some segmenting characteristics (e.g. geography, market segment). Investors will use this information to understand if your new customer cohorts are increasing in ARR over time, showing expansion/contraction, or if they are staying consistent. ‍
• Overall churn data and insights: customers will churn over time, so this is an opportunity for you to provide insights into why customers are churning (e.g. product was not a good fit, customers went out of business, etc…)
• ‍Customer pipeline and overview of current marketing and sales funnels: the forecasted new revenue growth you are presenting will be driven by your current customer pipeline and your historical funnel performance. Investors will be looking to see if your funnel performance improves over time, and what forecasted deals may move the needle in the future. 

Some of the questions investors will ask after evaluating your financial metrics and forecast can be:

1. How did you establish the assumptions used to forecast your operational metrics?
2. What is the plan on how to scale S&M spend?

Sales and Marketing

Investors will want to spend time understanding your GTM motion and the playbook behind it. Companies looking to raise a growth round need to demonstrate strong product-market-fit, this means you have an opportunity to present your:

• Outbound sales, marketing, and channel partnership playbooks: growth stage investors expect you to have a proven GTM motion, so including a high level overview of your playbooks will be an important selling point. It will serve as the framework investors will use to validate if your company is ready to scale with the level of predictability expected at this funding stage. ‍
• Brand messaging and archetypes: this is a quick opportunity to showcase your brand vision and marketing positioning. You can include your commercial pitch deck, as well as the one-pager outlining your messaging and value propositions. 

Some of the questions investors will ask after evaluating your financial metrics and forecast can be:

1. What is your hiring plan for both Sales and Marketing?
2. What is the historical attainment of your sales reps?
3. How long does it take to ramp a new sales rep?
4. What is the sales pipeline coverage that you need to hit forecasted targets?

Product

Startups are often product companies, which is why investors will want to understand what your business is building, and how you will continue to build after raising funds. There are many ways to discuss the product in your data room; however, the goal should be to ensure that investors can clearly understand what your product does today, how it works, and how it will work in the future.

Use the following as guidance for this section of your data room:  

• Roadmap: include an overview of your current and roadmapped product features with the different customer segments you will be able to service with them. This is an opportunity to clearly outline your areas of investment, and the key opportunities your roadmap is prioritizing to expand your customer base with both existing and new customers. Be sure to also feature map your roadmap against the competition, it will make it easy to understand the strategic differences and your competitive advantages.  ‍
• User engagement and product metrics: investors will want to understand how your product users are returning over time, this is often reflected in your monthly retention cohorts. However, the natural frequency of your product may be different, so investors may want to look at weekly or daily retention.

Company

Ahead of a Series B & C, investors will want to see a clear path to profitability and your company becoming a market leader, and one of the leading indicators to accomplish that is: talent. Investors will be looking to see if your management team knows the market your business operates in, and have a proven track record of success in it. Being able to hire key talent is a requirement both leading up to and after raising your growth round. Make sure you demonstrate this by including:

• Management structure: you have an opportunity to provide a breakdown of your management/leadership team structure. Investors will want to understand if you have the right leadership to solve the problems your business needs to scale, and will spend a significant amount of time getting to know your senior functional leaders after a term sheet is issued. ‍
• Team organizational structure: include an overview of your current company structure and how you will build your organization post-funding. A simple way of visualizing this is with an org chart broken down by functions.   ‍
• Culture compass and company presentation: this is an opportunity to provide a high-level overview of your mission, vision, as well as your company values. Investors will want to understand how, at a company level, you discuss the work you do, the values you share, and the culture you are creating.

Market data and research

This section is an opportunity to demonstrate a deep understanding of the market you operate in, your most immediate competitors, and anchor the key strategic advantages that will help your company become market leaders. This section will help investors understand both the qualitative aspects of your business and the market segment you are in. You will want to include:‍

• ‍Your market sizing: market sizing is the potential market size of your company in its most optimistic view, or in a nutshell the maximum amount of revenue your business could potentially generate. It is a good idea to include both a top-down and bottom-up market sizing estimate. It will help you triangulate any differences, and make sure you understand the assumptions used in estimating your market size.
• Pricing mapping versus competition: pricing can be one of the most important levers of your business, it directly affects profits and operating margins across P&L. Investors will want to gauge your pricing strategy versus competitors to understand your market positioning, impact on ARR metrics, and general customer expectations within your market segment.
• Customer references: during the due diligence process investors will want to speak to your customers in order to get a full picture of your business. They will be looking to understand the competitive advantages and levels of customer satisfaction of your product. You can strengthen your customer references by including additional customer quotes, product reviews, or case studies that demonstrate the clear ROI customers obtain from your company.

Strategy

This can be the most important part of your data room – you need to be able to show a clear company strategy post funding. Investors will want to see ambition, and alignment around the future vision of your business across the entire due diligence process. To provide this, focus on preparing a coherent short and long-term company vision that includes:

• Deep dive into your current growth initiatives
• Growth initiatives overview from B to C round

Legal and Financial

Lastly, in this section investors will look to have all the information they need to conduct a proper due diligence, make sure you ensure this information is readily available to avoid slowing down the process:

• Corporate records and charter documents
• Captable
• Intellectual property
• Security issuances and agreements
• Board updates and minutes
• Legal disputes (past and present)

Building your Series B & C data room with Abacum

The complexity of managing a fast-growing company and consistently delivering against growth plans and performance metrics is not an easy feat. Raising a Series B & C round is not any different, with the goal being able to accelerate business momentum. To achieve this, you should take a data-driven and confident approach to preparing your data room. 

Abacum is the FP&A automation platform that acts as a central hub for founders, finance teams, operators, and investors to build the data room behind any successful fundraising round.

At Abacum, we have seen firsthand through our customers how behind the success of any growth stage round lies a consistent track record of 12+ months of operational execution. 

Abacum’s approach to automation and performance management make it the solution of choice for companies to begin preparing for the Series B & C. With Abacum companies can: 

• Connect their operational and financial data sources: easily drive real-time reporting of their financial and operational metrics, in one single place, and always tracked against target benchmarks. Giving companies the ability to perform variance analysis, and define the leading or lagging indicators that drive P&L results.‍
• Ensure process management and accountability of the data room with structured workflows: ask your stakeholders to provide context about their data (i.e. narrative reports about what has happened and why). Easily create structured workflows that create stakeholder accountability with to-dos and tasks for their respective owners. ‍
• Deliver faster insights to take advantage of every opportunity: focus on building trust and support with investors, delivering personalized data room while easily controlling access. Abacum lets you track how investors are engaging with your data room materials, letting you take advantage of this to accelerate any decision making.‍
• Organize and share all your documents in one centralized system: create dedicated spaces within Abacum for each section of your data room, and our best in-class templates make it easy to continue executing on your business without having to manually prepare your data