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Valuing Early Stage Companies

New Venture Finance


Rick Townsend

Townsend

Valuing Early Stage Companies

New Venture Finance

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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

company status over time

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Value multiples for first-round investments (IPO vs sale)

Value Multiples for First-Round Investments

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)

53.6% of IPOs yield >5x multiple. 3.3% yield>50x mu

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Value multiples for first round investments (all)


74.22% of allFrame
first-round
investments
lead tofor
a negative
return
Value
Multiples
First-Round

Invest

12% yield multiples


of 5 or greater, 0.7% of 50 or greater
All
Caveat: sample period ends at the end of 2000

Townsend

74.22%
of
all
first-round
investments
lead
to
a
neg
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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

isf the risk-free rate


matches
expected
holding
period)
matches expected holding period)
RIm-R
f is the market premium
R
Rf is
is the
the market
market premium
m
I Rm
R
premium
f
Obtain
estimate
ofofbeta
with
OLS regression
) with OLS regression
I Obtain
estimate
beta
(denoted
I Obtain estimate of beta (denoted ) with OLS regression
I
I
Rf

Rit
Rit

Townsend

Rif = + (Rmt
Rif = + (Rmt

Rft ) + eit
Rft ) + eit

Valuing Early Stage Companies

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VCPastor-Stambaugh
cost of capital Model Estimation
Pastor-Stambaugh Model Estimation

rvc,she = 0.04+1.630.07 0.090.025 0.680.035+0.260.05 = 14.1%

rvc,she = 0.04+1.630.07 0.090.025 0.680.035+0.260.05 = 14.1%


rvc,ca = 0.04+2.040.07+1.040.025 1.460.035+0.150.05 = 16.6%

rvc,ca =I 0.04+2.040.07+1.040.025 1.460.035+0.150.05 = 16.6%

Market beta is now close to 2


I Alpha is no longer significantly dierent from 0
I
Market
beta
is of
nowestimates
close to 2 and taking the mid-point, rvc
Using both
sets
I Using both sets of estimates and taking the mid-point, rvc = 15%
I
I

= 15%

Alpha is no longer significantly dierent from 0


Using both sets of estimates and taking the mid-point, rvc = 15%

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Valuing Early Stage Companies

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Outline

1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options

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A VCs crude perspective on valuation


Consider a $500M fund

Needs a 3x cash-on-cash return to make LPs happy


$500M -> $1.5B
Will invest in 45 companies
Expects 15 losers, 15 sideways, 15 winners
-

Need to make roughly $100M on each winner

Winners exit at around a $500M valuation


-

VC needs to own 20% at exit

Company needs $5M to get to next milestone


VC needs to own 20%
Company is worth $25M post-money, $20M pre-money

Does this make sense though?


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Series A valuation guide

Source: TechCrunch

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The VC method

Final Ownership Required = (1+Target Return)T x (Investment)

Required Future Value


Final Ownership Required =
Exit Value
Investment
Final Ownership Required =
Exit Value / (1+Target Return)T

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The VC method

Final Ownership Required = (Target Multiple) x (Investment)

Required Future Value


Final Ownership Required =
Exit Value
Investment
Final Ownership Required =
Exit Value / Target Multiple

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The VC method
If know number of shares outstanding pre-financing, can easily

calculate number of new shares issued and share price


% ownership acquired =

new shares
old shares + new shares

% ownership
new shares =
x old shares
1 - (% ownership)

share price =

Townsend

investment
new shares

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The VC method

Many ways to implement. All ways share three main elements.

1. Exit value

Expected value of the company at the time of a successful exit


2. Discount rate (target return)
May be derived from VC cost of capital, estimated time to exit,
probability of success

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.

To implement this, need to define success


What success does not mean
Everything went perfectly, exceeded most optimistic projections, we are
all going to be rich beyond our wildest dreams

Anything better than a liquidation


Working definition: IPO or competitive sale
A competitive sale means we could have done an IPO, but a sale was
better

Acquisition with more than one party interested in a situation where


did not have to sell
In general trying to work through the case where the business has

achieved some major milestones


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Valuing Early Stage Companies

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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.

1. Absolute valuation (DCF)

Forecast future cash flows, discount at appropriate discount rate


2. Relative valuation (Comparables)
Find a set of companies that are comparable to our company at time
of successful exit

Compute various valuation ratios


3. Shortcut
Average valuation for successful exits in the same industry
E.g. Average Telecom IPO the past few years has been $300M
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Discount rate

Once we have an estimate of the exit valuation, need to discount this

by target return or multiple of money


How would you determine appropriate target return?
Based on historical VC industry returns: VC cost of capital is about

15%
But VCs usually apply a discount rate in the range of 25-80%
How do they justify this?

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Justifications for high discount rates


Target Returns
I

Once we have an estimate of the exit valuation, need to discount


this by target return

1. Target returnI Note,


refers
toreturn
successful
investments,
notaverage
average
target
refers to successful
investments, not
investment
into account the fact that probability of success < 1
Need to Itake
Let p represent the probability of success
of success
Let p be the probability
Expected Value at Exit = Exit Valuation p
I

With p,

If exit is expected in T years with no further rounds of investment

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

Justifications for high discount rates


Figure:

TARGET

VC method -- Target Return and Multiple-of-Money


cost of venture capital
15.0%
Table of "Target Return" [R] (top cell) and "Target Multiple-of-Money" [M] (bottom cell)
Probability of successful exit (p)

years
to
exit
=T

Townsend

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%
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Justifications for high discount rates

2. Illiquidity premium

Investments in a private companies cannot be sold as easily as stock in


public companies
-

All else equal, this lack of marketability makes private equity investments less
valuable than easily-traded public investments

Practitioners in private equity investments often use liquidity discounts


of 20%-30%, i.e., they estimate the value to be 20% to 30% less than
an equivalent stake in a publicly traded company

Townsend

Valuing Early Stage Companies

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Justifications for high discount rates

3. VC adds value

VCs are active investors and bring more to the deal than just money:
-

spend a large amount of time

reputation capital

access to skilled managers

industry contacts, network

and other resources

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

Townsend

Valuing Early Stage Companies

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Justifications for high discount rates

Val
u

Justifiable Discount Rate

eA
dde
d

Liqui
dity

Probability

of Success

Systematic Risk

Base Rate
Stages

Seed

Townsend

Early

Expansion

Valuing Early Stage Companies

Late

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Expected retention

Need to account for dilution in ownership percentage due to future

rounds
If a VC purchases 5M of Newco's 20M shares in a Series A, a 5M

share Series B will reduce stake from 25%(=5/20) to 20%(=5/25)


Retention=.2/.25=80%
What if the same VC participates by purchasing 1.25M shares of the

Series B, thus maintaining 25%(=6.25/25) stake?


The impact on the 5M share Series A investment remains the same
The identity of the Series B investor is irrelevant for the Series A

investment decision

Townsend

Valuing Early Stage Companies

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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
Townsend
Valuing
Early StageofCompanies
Venture
I

Retention
In
general
Retention
Retention

26 / 55

Expected retention
Current Shares equals the number of shares outstanding after the

current round of investment

Includes founders shares (including those not yet vested)


Includes employee options (including those not yet issued/vested)
Reason?
Focused on valuation at a successful exit
all shares will be issued/
vested
New Shares equals the number of shares necessary to achieve a

successful exit

Should include shares issued at an IPO if post-IPO valuation is used


for exit valuation

What percent of the of the company will end up having to be owned


by other rounds
Townsend

Valuing Early Stage Companies

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Expected retention
Based
on historicalIndex
data retention percentage for IPOs has been
A Gross-Return
Sand
Hill Econometric
for first
50%

round investments

60% for second round investments


67% for third round investments
70% for fourth round or later investments
Final Ownership Required
Initial Ownership Required =
Retention

Alternatively, can explicitly project out future rounds along with future

investors target returns and work backwards

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Example

VC considering investment of $3.5M in MicroElectronics Enterprises


(ME2). The VC does not believe further rounds of financing will be
needed. If ME2 is successful the VC expects a $37.5M future acquisition
in 5 years based on comparables. The VC requires a 50% rate of return
on a project of this risk. Before the financing the founders have $1M
shares.
Final Ownership % = 3.5*(1.5)5 / 37.5 = 70.9%
New Shares = [0.709 / (1 - 0.709)] x 1,000,000 = 2,436,426
Price Per Share = 3.5M / 2,436,426 = $1.44

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Example

Now suppose that instead of upfront investment of $3.5M in Year 0,

the investment is staged with a dierent VC funding each round

Round 1: $1.5M in Year 0


Round 2: $1M in Year 2
Round 3: $1M in Year 4
It is estimated that investors will demand a 40% return in Year 2 and

a 25% return in Year 4 (why do later investors demand lower return?)

Round 1: Final Ownership % = 1.5*(1.5)5 / (37.5) = 30.4%


Round 2: Final Ownership % = 1*(1.4)3 / (37.5) = 7.3%
Round 3: Final Ownership % = 1*(1.25)1 / (37.5) = 3.3%

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Example

Next calculate retention in each round

Round 1: Retention = 1 - (0.073 + 0.033) = .894


Round 2: Retention = 1 - 0.033 = .967
Round 3: Retention = 1 - 0 = 1
Based on retention, initial ownership must be

Round 1: Initial Required Ownership: 30.4 / .894 = 34%


Round 2: Initial Required Ownership: 7.3 / .967 = 7.6%
Round 3: Initial Required Ownership: 3.3 / 1 = 3.3%

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Example
Can also calculate number of shares issued

Round 1: New shares = [0.34 / (1 - 0.34)] x 1,000,000 = 515,055


Round 2: New shares = [0.076 / (1 - 0.076)] x 1,515,055 = 124,077
Round 3: New shares = [0.033 / (1 - 0.033)] x 1,639,131 = 56,522
And the price per share in each round is thus

Round 1: Price per share = $1.5M / 515,055 = $2.91


Round 2: Price per share = $1.0M / 124,077 = $8.06
Round 3: Price per share = $1.0M / 56,522 = $17.69
Exit:

Townsend

Price per share = $37.5M / 1,695,653 = $22.12

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Outline

1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options

Townsend

Valuing Early Stage Companies

New Venture Finance 33 / 55

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

the correct valuations of a firm

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Phases of growth

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How long is rapid growth period?

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Assumptions

All-equity structure
No amortization
No non-operating assets

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Leverage of VC-backed companies

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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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Valuing Early Stage Companies

NWC

net

New Venture Finance 39 / 55

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

Because assumed all-equity firm, there will be no interest

I Because assumed all-equity firm, there will


I Because assumed all-equity firm, there will
Earningsfirm,
=E =
EBITwill
(1
I Because assumed all-equity
there

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
Townsend

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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

annual cash flow

Assume
stable growth at graduation and compute graduation value as
I
I To complete a DCF calculation, add discounted values for each

Assume stable growth at graduation and compute graduation


perpetuity
annual
flow
value ascash
a perpetuity
I

Assume stable growth at graduation and compute graduation


value as a perpetuityNPV of perpetuity = X

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

Townsend

Valuing Early Stage Companies

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How to make projections


On the exit date

Revenue is forecast for the average success case


Other accounting ratios (not valuation ratios) are estimated using
comparable companies or rule-of-thus estimates

The discount rate is estimated from industry averages or comparable


companies
On the graduation date

The stable growth rate is equal to expected inflation


The return on capital is equal to the industry average
The operating margin is equal to the industry average
The cost of capital is equal to the industry average

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How to make projections

During the rapid growth period

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

Margins, tax rates, and the cost-of-capital all change in equal


increments across years, so that exit values reach graduation values in
the graduation year

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Valuing Early Stage Companies

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Example

EBV is considering an investment in Semico, an early-stage


semiconductor company. If Semico can execute on their business plan,
then EBV estimates it would be five years until a successful exit, when
Semico would have about $50M in revenue, 150 employees, a 10
percent operating margin, a tax rate of 40 percent, and approximately
$50M in capital (= assets). Subsequent to a successful exit, EBV
believes Semico could enjoy 7 more years of rapid growth.

Townsend

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Outline

1. VC returns
2. The VC method
3. DCF
4. Comparables
5. Real options

Townsend

Valuing Early Stage Companies

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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

Can make a VC prone to market fads


-

Valuation ratios can change dramatically in 5 years. Problem if using current


ratios for long-run predictions

In addition, need to identify public companies today with similar


opportunities to portfolio company at exit
-

Hard in rapidly changing markets

Townsend

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Multiples
Denominator usually linked to cash flow
Numerator is typically enterprise value (EV) or market cap (MC)

Cannot use numerators interchangeably


-

If denominator is an enterprise level quantity (e.g. EIBIT, revenue, employees)


then EV is correct numerator

If denominator only accrues to equity (e.g. earning, book value of equity) then
MC is correct numerator

Many ratios used

EV/Revenue
EV/EBIT
EV/EBITDA
Price/Earnings
Price/Book
EV/Employees

Townsend

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Multiples

Can also use industry specific 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

Townsend

Valuing Early Stage Companies

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Example

EBV is considering an investment in Semico, an early-stage


semiconductor company. If Semico can execute on their business plan,
then EBV estimates it would be five years until a successful exit, when
Semico would have about $50M in revenue, 150 employees, a 10
percent operating margin, a tax rate of 40 percent, and approximately
$50M in capital (= assets).
Semicos business is to design and manufacture analog and mixed signal
integrated circuits for the servers, storage systems, game consoles, and
networking and communications markets. It also plant to expand into
providing customized manufacturing services to customer that outsource
manufacturing but not the design function. It expects to sell its product
predominantly to electric equipment manufacturer.

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Choosing comparable companies


Search for companies in the Semiconductor industry
Our success revenue estimate is $100M

Because we want companies with similar investment opportunities, look


for companies in this industry that have between $25M and $125M in
projected revenue => 13 candidates
-

We do not screen on EV or MC because would implicitly be placing


restrictions on valuation ratios

Study descriptions of companies

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

Want companies at a similar point in the supply chain (e.g.


manufacturer, wholesaler, retailer)
-

Tend to have similar margins and productivity measures

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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

Discounted cash-flow methods can be deficient in situations where a

manager or invest has flexibility

One form of flexibility that of of particular interest to the VC is the


ability to make follow-on investments
-

Series A investor gets ROFR on Series B

Right to make a follow-on investment has many of the same


characteristics as a call option on a companys stock
-

Both comprise a right but not an obligation to acquire an asset by paying a


sum of money on or before a certain date

This flexibility is not readily accounted for by DCF techniques

Can use Black-Scholes model to value options instead

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Inputs into the Black-Scholes formula

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Example

Sharon Rock, a famous VC, was considering whether to invest in


ThinkTank, Inc. a company owned by Mr. Brain. ThinkTanks new
product was ready to be manufactured and marketed. An expenditure
of $120M was require to construct research and manufacturing facilities.
Rock was of the opinion that the projections developed by Mr. Brain
were justifiable (all data are in millions of dollars):

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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

Initial investment of $20M made immediately for R&D equipment and


personnel

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

S = $108.45M (NPV of of expected cash flows from project)

sigma = 0.5 to 0.6 (from comps)

Total NPV = $18.8M to $23.7M [-$20M+$38.8M to $43.7M]


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