Valuation
Valuation
Valuation
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Outline
1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options
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d Hill Econometric
A Gross-Return Index
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A Net-Return Index
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First
Rounds
Portfolio
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53.6%
of IPOs
yield >5x multiple. 3.3% yield>50x multiple
IPOs vs
Acquisitions
20.9% of acquisitions year >5x multiple. 0.9% yield>50x multiple
37.0% of acquisitions result in a loss (and probably understated)
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Invest
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74.22%
of
all
first-round
investments
lead
to
a
neg
Valuing Early Stage Companies
New Venture Finance 7 / 55
CAPM
CAPM
VC cost of capital
Standard
approach
of
capital
CAPM
I Standard
approachtoto
estimate
cost
I
Standard
approach
toestimate
estimate cost
cost of
of capital
capitalisisisCAPM
CAPM
rri =
i =
=
=
R
Rff +
+ (R
(Rmm RRf f))
0.07
0.04
+
0.04 + 0.07
Rf is
is risk-free
risk-free rate
rate (current
treasury
yield
for
horizon
that
R
(current
treasury
yield
for
horizon
that
Rit
Rit
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Rif = + (Rmt
Rif = + (Rmt
Rft ) + eit
Rft ) + eit
8 / 55
VCPastor-Stambaugh
cost of capital Model Estimation
Pastor-Stambaugh Model Estimation
= 15%
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Outline
1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options
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Source: TechCrunch
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The VC method
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The VC method
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The VC method
If know number of shares outstanding pre-financing, can easily
new shares
old shares + new shares
% ownership
new shares =
x old shares
1 - (% ownership)
share price =
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investment
new shares
The VC method
1. Exit value
3. Retention
How much ownership share get diluted between this round and exit?
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Exit valuation
Exit value = Value of company at exit conditional on success.
Exit valuation
Once we have an idea of success in mind, need to estimate the value of
the company conditional on success. Three approaches used in practice.
Discount rate
15%
But VCs usually apply a discount rate in the range of 25-80%
How do they justify this?
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With p,
Exit Valuation p
Present Discounted Value of Exit =
(1 + rvc )T
T, rvc can compute Target Return or Target
I This implies eective discount factor for the exit valuation
Multiple
p
1
1
=
=
Target Multiple
(1 + rvc )T
(1 + Target Return)T
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Target Returns
TARGET
years
to
exit
=T
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10.0%
20.0%
25.0%
30.0%
35.0%
40.0%
50.0%
264%
13.2
157%
6.6
130%
5.3
110%
4.4
94%
3.8
82%
3.3
63%
2.6
148%
15.2
97%
7.6
83%
6.1
72%
5.1
63%
4.3
56%
3.8
45%
3.0
105%
17.5
72%
8.7
63%
7.0
55%
5.8
50%
5.0
45%
4.4
37%
3.5
82%
20.1
59%
10.1
52%
8.05
46%
6.7
42%
5.7
38%
5.0
32%
4.0
69%
23.1
50%
11.6
45%
9.3
41%
7.7
37%
6.6
34%
5.8
29%
4.6
60%
26.6
45%
13.3
40%
10.6
37%
8.9
34%
7.6
31%
6.7
27%
5.3
2. Illiquidity premium
All else equal, this lack of marketability makes private equity investments less
valuable than easily-traded public investments
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3. VC adds value
VCs are active investors and bring more to the deal than just money:
-
reputation capital
A large discount rate on the exit value (higher target return) is a crude
way to compensate the VC for this investment of time and resources
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Val
u
eA
dde
d
Liqui
dity
Probability
of Success
Systematic Risk
Base Rate
Stages
Seed
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Early
Expansion
Late
Expected retention
rounds
If a VC purchases 5M of Newco's 20M shares in a Series A, a 5M
investment decision
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Expected retention
In general,
Expected
Retention (2)
Expected
Retention (2)
I In general
Expected
RetentionFinal
(2) Ownership Percentage
I In general
=
Expected
Retention
(2)
I InRetention
general
Final
Ownership
Current
OwnershipPercentage
Percentage
Expected
Retention
(2)
Retention
=
I In general
Final Ownership Percentage
CurrentBought/(Current
Ownership Percentage
Shares
Shares+New Shares)
=
I
= Current
Ownership
Percentage
Final Bought/(Current
Ownership
Percentage
Shares
Shares+New
Shares)
Shares
Bought/Current
Shares
=
=
FinalCurrent
Ownership
Percentage
Shares
Bought/(Current
Shares+New
Shares)
Current
Ownership
Percentage
Shares
Bought/Current
Shares
Shares
=
=
Current
Ownership
Percentage
Shares
Bought/Current
SharesShares)
Shares
Bought/(Current
Shares+New
Current
Shares
Current
Shares+New
Shares
=
=
SharesCurrent
Bought/(Current
Shares+New
Shares
Shares
Bought/Current
Shares Shares)
Current
Shares+New
Shares
New
Shares
= 1
=
New
Shares
Current
Shares+New
Shares
Shares
Bought/Current
Shares
Current
Shares
Current
Shares
+
New
Shares
=
= 1
New
Shares
Current
Shares
+ Shares
New Shares
Current
Shares+New
Current
Shares
Retention ==1-Final
Ownership
Percentage
of New Investors
1
=
New
Shares
Current
Shares
+ Shares
New of
Shares
Retention = 1-Final
Ownership
Percentage
New Investors
Current
Shares+New
Current Shares=equals
1 the number of shares outstanding after the
Shares
+ Newoutstanding
Shares
Retention
= equals
1-FinalCurrent
Ownership
Percentage
of New Investors
New
Shares
Current
Shares
the
number
of
shares
after the
current
round
of
investment
=
1
Retention
=ofequals
1-Final
Ownership
Percentage
of
New
Investors
current
round
investment
Shares
+ not
Newoutstanding
Shares
Current
Shares
the
number
of
shares
after the
I Includes
founders
sharesCurrent
(including
those
yet
vested)
I current
Includes
founders
shares
(including
those
notnot
yetyet
vested)
=
1 options
Final
Ownership
Percentage
of Future
Rounds
round
ofequals
investment
Current
Shares
the
number
of
shares
outstanding
after the
I Includes
employee
(including
those
issued/vested)
I Includes employee options (including those not yet issued/vested)
I Includes
I
founders
shares (including
those
not yet of
vested)
current
round
of
investment
Reason?
Retention
=
1-Final
Ownership
Percentage
New Investors
I Reason?
I Includes
I Includes
founders
shares
(including
those
notnot
yet yet
vested)
employee
options
(including
those
issued/vested)
Current
Shares equals the
number
shares outstandingNew
after
theFinance
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Valuing
Early StageofCompanies
Venture
I
Retention
In
general
Retention
Retention
26 / 55
Expected retention
Current Shares equals the number of shares outstanding after the
successful exit
Expected retention
Based
on historicalIndex
data retention percentage for IPOs has been
A Gross-Return
Sand
Hill Econometric
for first
50%
round investments
Alternatively, can explicitly project out future rounds along with future
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Example
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Example
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Example
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Example
Can also calculate number of shares issued
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Outline
1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options
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DCF Analysis
The exit valuation is the most important input into the VC method
DCF analysis is one of the two primary approaches used to estimate
this
Key idea: allows you the make up your own mind about the
company
Does not rely on market's opinion
If done properly with accurate inputs (a big if) a DCF will produce
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Phases of growth
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Assumptions
All-equity structure
No amortization
No non-operating assets
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DCFmechanics
Mechanics
DCF
CF = EBIT (1
t) + depreciation + amortization
capital expenditure
CF = cash flow
EBIT = earnings before interest and taxes
t = the corporate tax rate
NWC = net working capital = net current assets current liabilities
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NWC
net
CF and Investment
Investment
CF CF
andand
Investment
CF and Investment
CF
and
Investment
Because assumed all-equity firm, there will be no interest
I
be no interest
bet)no interest
be no interest
Earnings = E = EBIT (1 t)
Earnings(NI)
= Eas = EBIT (1 t)
I Define net investment
Earnings
= E = EBIT (1 t)
Define
net net
investment
(NI)
as
I Define
investment (NI) as
I Define netNIinvestment
(NI) as + NWC depreciation
= capital expenditures
I Define net investment (NI) as
NI = capital expenditures + NWC depreciation
I Define
rate (IR) as + NWC depreciation
NI investment
= capital expenditures
NI = capital expenditures + NWC depreciation
I Define investment rate (IR) as
NI =
Define
investment
raterate
(IR)(IR)
as
I Define
investment
as IR E
I Define investment rate (IR) as
I Assuming amortization is NI
zero= IR E
NI = IR E
NI = IR E
I Assuming amortization
CF = E is
NI zero
= E IR E = (1 IR) E
I Assuming amortization is zero
Assuming
amortization
I Assuming
amortizationisiszero
zero
CF = E NI = E IR E = (1 IR) E
CF = E NI = E IR E = (1 IR) E
CF = E NI = E IR E = (1 IR) E
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NPV
NPV
ToNPV
complete DCF calculation, add discounted values for each annual
I To complete a DCF calculation, add discounted values for each
cash flow
Assume
stable growth at graduation and compute graduation value as
I
I To complete a DCF calculation, add discounted values for each
NPV of perpetuity =
CF
S+1
r
Graduation Value = GV = g
r
Thus,
Thus,
Thus,
CFS+1
Graduation Value = GV =
r g
CFT +1 CFT +2
CFT +n
CFS + GV
NPV at exit =
+
+...+
+...+
2
n
1+r
(1 + r )
(1 + r )
(1 + r )S T
CFT +1 CFT +2
CFT +n
CFS + GV
NPV at exit =
+
+...+
+...+
2
n
1+r
(1 + r )
(1 + r )
(1 + r )S T
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The length of the rapid-growth period is between five and seven years
Average revenue growth is set to the 75th percentile of growth for
new IPO firms in the same industry
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Example
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Outline
1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options
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Comparables analysis
Comparables analysis is a form of relative valuation
Key idea: get the market's opinion about the company
Among VCs, comparables analysis is by far the most popular method
of exit valuation
A prudent investor should perform both
Relying excessively on comparables analysis is dangerous for VC
investors
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Multiples
Denominator usually linked to cash flow
Numerator is typically enterprise value (EV) or market cap (MC)
If denominator only accrues to equity (e.g. earning, book value of equity) then
MC is correct numerator
EV/Revenue
EV/EBIT
EV/EBITDA
Price/Earnings
Price/Book
EV/Employees
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Multiples
EV/Users
EV/Eyeballs
EV/Patents
EV/Scientists
EV/Drugs in Clinical Trials
Kim and Ritter find that industry specific multiples have strong
explanatory power for the oering prices of IPOs
Accounting-based multiples were found to have little predictive ability
Among young publicly trade firms in the same industry, accountingbased multiples vary substantially
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Example
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Looking for companies selling to OEMs for ultimate sale into consumer
and home markets
-
Growth (decline) of these channels and markets would have similar impact on
Semico and its comparable companies
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Outline
1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options
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Real options
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Example
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Example
NPV = -$11.55 using a discount rate of 25% and terminal growth rate of
3%
However, investment could be broken up into two stages
The $100M expenditure for the plant could be undertaken any time in the
first two years
DCF doesnt work because would only pursue opportunity if first stage were
successful
Black-Scholes value of option to expand = $38.8M to $43.7M
-
t = 2 years
rf = 7%
X = $100M