Jeremy Halpern @startupboston Partner, Nutter McClennen & Fish Joshua HerzigMarx CoFounder, IncentiveTargeting (acquired by Google 2012) Enrico Picozza HLM Venture Partners Bill McCullen Launch Capital TCN FastTrack October 2013 Valuing an Early Stage Company #TCNLive #StartUpValuation
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Valuing early stage companies (Venture Fast Track)
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Jeremy Halpern @startupboston Partner, Nutter McClennen & Fish
Joshua Herzig-‐Marx CoFounder, Incentive Targeting (acquired by Google 2012)
Enrico Picozza HLM Venture Partners
Bill McCullen Launch Capital
TCN FastTrack -‐ October 2013 Valuing an Early Stage Company
#TCNLive #StartUpValuation
› Nutter, McClennen & Fish, LLP -‐ Partner; Director of Biz Dev, Emerging Companies Team
• Top 10 Boston law firm • Represent clients in technology, hardware, software, mobile, medical devices, health
IT, biotechnology, cleantech CPG, consumer electronics, sports & entertainment • Provide support and outreach to the entrepreneurial community
› Boards and Organizations
› MassVentures – Director & Investment Committee Member
• The Venture Arm of the Commonwealth-‐-‐ catalyzing innovation in Massachusetts by providing seed and early stage venture funding to high growth technology startups.
› The Capital Network – Director; Past Chairman
• Providing education, resources and community to high growth entrepreneurs and angel investors as they navigate the early stage capital process
Dilution -‐ Valuation’s relationship to Ownership
Capital Needs
Time
High Risk
Low Risk
Crystallize Ideas
Demonstrate Product
Early Scaling Growth
Sustained Growth
Market Entry
• Raising money takes place over and over again because different lenders and investors match the current capital
amounts and risk profile
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Risk vs. Return
• Understand the capital needed today, and the total capital needed to get to milestones (e.g. exit!) – Type of business (e.g. SaaS, Medical Equipment)? – Cost of getting to market? – Cost of ramping and running the business?
• Compensate the management for getting to this point – What do they need for future motivation? – How many more senior people will be hired w/ options?
• Look at comparable exits to understand likely exit multiple – Don’t forget to account for invested capital!
• Is this a business investors can afford to invest in?
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The Long View – Total Capital Requirements
• Valuation Based on Measuring…. – Sales (Multiple of revenue –P/R) – Net Income (P/E) – Cash Flow (EBITDA or Free Cash Flow) – Discounted Cash Flow (DCF) – Discounted Future Earnings – Net Worth or Book Value – Real Options, Black Scholes, etc.
• NONE OF THESE APPLY TO STARTUPS!
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Quantitative Methods – Valuing Mature Companies
Valuation Issues
• Market Test & the Power of Auction: Leverage • Round size • Source (Angel, VC, Strategic etc.) • Total Capital Requirements • Terms vs. Pre-‐Money Price • Impact of Option Plans • Price less important than relationship • Positioning for future • Impact of Convertible Debt from F&F • On the “Promise” or the “Numbers” but not both!
Qualitative & Quantitative Factors
• COMPARABLES – Valuation of deals recently
completed in a similar space
• KEY ASSETS OF THE COMPANY – Management: Commitment
Knowledge & Experience – Intellectual Property &
Defensibility – Financials & Time to Profit – Milestones Achieved – Revenue – Customers and Feedback – Barriers to Entry
• FINANCING HISTORY / NEEDS – Funding to Date – Future Funding Needs – Last Round Post-‐Money Valuation – When was last round completed – Is the stock option pool sufficient
• SIZE AND GROWTH OF MARKET – Current Size & Targeted Market
• NOT the Total Available Market – Growth -‐ CAGR
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Early Stage Company Valuation Methodologies
• Venture Capital Method (used also by many angels) – Future revenue x industry multiple x pro rata percentage x IRR = current value
• Discounted Hypothetical Cash Flow / Net Present Value – Based on fiction
• Chicago (DCF x probability tiers) – Same issue as above
• Berkus (finger in the air) – Maximums per attribute (max $2.5m)
• OTA/Payne – Comparison to average x weight – Helpful for biotech/cleantech
• Risk Factor Method – Highly subjective – a more detailed version of Berkus Method
• Opportunity Cost / Contribution Model – Based on sweat and lost alternative revenue
• 1/3 Max rule – Treats angels like co-‐founders and weight cash versus sweat
• Transaction Comparables – Hard to find like deals; general market trends may apply
Investor-‐Driven Method (aka Venture Math)
• VALUATION -‐ Investor Requirements – Return rate required by investor (VC driver) – 10X to 20X – what is it? – Time Frame – 3-‐5-‐7 years – Any initial ownership goals – Valuation can be determined by working in reverse from exit
• VALUATION -‐ Investor Internal Dynamics – What you can sell to your syndicate partners – Size of fund and time since fund inception – Minimum Investment = meaningful percentage?
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Dave Berkus Method
If it exists, then Add to Company value Sound idea $500k Prototype $500k Quality Team $500k Quality Board $500k Initial Sale $500k Valuation Range = $0 -‐ $2.5 million
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Bill Payne Method
Factor Weight Rating (100% basis) Comment Management 30 125 On board, ex sales Size of Oppty 25 115 Could be huge Product/Service 10 110 Disruptive platform Sales Channels 10 70 All foreign Stage of Business 10 125 Prototype works Other 15 80 All revs outside US
100%
Weighted Average Rating = 1.0875 Pre-‐revenue Multiplier = $1.75 million
Valuation = 1.0875 x $1.75 million = $1,903,125
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Risk Factor Summation Method (same company) Baseline $1.75 million Risk Factor Adjustment (-‐$500k to +$500k) Comment Management +$500k Done it before Stage +$250k Prototype works Funding Risk -‐$250k Int’l mkts tough Regulatory 0 Unregulated mkt Manufacturing +250k Nothing new Sales & Mktg -‐$500k Int’l mkts Competition +$250k Few in target mkt
Technology +$250k Off shelf parts Litigation 0 None expected International -‐$500k All revs Int’l Reputational -‐$250k Int’l issues Exit +$250k Likely early
$250k Valuation = $2.0 million
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Structure to allow value growth over time
• Underlying Assumption – All business is a risk adjusted cash flow – Structuring a deal is “guessing” what the exit valuation will be
• Valuation is a “Black Art” – Goal is to quantify a qualitative assessment, and then…. – Negotiate the deal so that everyone feels just a bit unhappy
• Setting Deal Structure – MUST understand total capital requirements and likely capital sources – Need to understand option pool needs – Other economic terms include: liquidation preference, dividends, anti-‐
dilution adjustment and vesting of founder’s stock and option pool
GOAL: Founders, Management, Early Investors and Later Investors all have great risk adjusted returns
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The average pre-‐money valuation for a pre-‐revenue company across the US is $2.1 million
Average Valuations -‐ Wisdom of the Angel Crowd
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Contact Info
TCN FastTrack October 2013
Valuing an Early Stage Company
Jeremy Halpern Partner Nutter McClennen & Fish [email protected] @startupboston 617.439.2943