the future of new venture finance: transformation from art to science richard smith may 2002 peter...
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The Future of New Venture Finance: Transformation from Art to Science
Richard Smith
May 2002
Peter F. Drucker Graduate School of Management
Claremont Graduate University
Venture Finance Institutehttp://www.cgu.edu/drucker/vfi/
New Venture Opportunity Cost of Capital and Financial Contracting
Frank Kerins
Washington State University
Janet Kiholm Smith
Claremont McKenna College
Richard Smith
Claremont Graduate University
“Good ideas and good products are a dime a dozen. Good
execution and good management - in a word, good people - are
rare.”
--Arthur Rock
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Per
cen
t o
f F
inan
cial
Ass
ets
1980 1985 1990 1995 1999
Year
Trends in Mix of Financial Assets Held by Families:the Emergence of Portfolio Investing
Other Pooled InvestmentPension FundsMutual FundsCorporate EquityOther Direct InvestmentCredit Market InstrumentsChecking and Savings Deposits
©2000, Entrepreneurial Finance, Smith and Kiholm Smith Chapter 14
Organizational Structure of Venture Capital Investment
Portfolio Companies–Value creation
– Generate deal flow – Screen opportunities– Harvest investments
– Negotiate deals– Monitor and advise
General Partners
Venture Capital Fund
– Pension plan– Endowments– Life insurance companies
– Corporations– Individuals
Limited Partners
Effort and 1% of capital
Annual Management
Fee 2-3%
Carried Interest 20-30% of Gain
99% of Investment Capital
Capital Appreciation 70-80% of Gain
Investment Capital and
Effort
Financial Claims
NAV and Value of Illiquid Equities of Letter Stock Funds
$0
$50
$100
$150
$200
$250
$300
$350
1968 1969 1970 1971 1972 1973 1974 1975 1976 1977 1978 1979
Year
Mil
lio
ns
of
Do
lla
rs
Total Net Asset Value
Restricted Shares and Venture Capital
$0
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
Mil
lio
ns
of
Do
llar
s
1969
1971
1973
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
Year
Venture Capital New Commitments(1969 - 2001)
Sources: Statistical Abstract of the U.S. (various issues), Venture Economics Investor Service, Sahlman (1990), National Venture Capital Association.
$1
$10
$100
$1,000
$10,000
$100,000
$1,000,000
Mil
lio
ns
of
Do
llar
s
1969
1971
1973
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
Year
Venture Capital New Commitments(1969 - 2001)
Sources: Statistical Abstract of the U.S. (various issues), Venture Economics Investor Service, Sahlman (1990), National Venture Capital Association.
11.1%
47.4%33.5%28.0%
17.8%
165.3%
37.6%
-32.4%
18.2% 16.9%14.7%
-40.0%
-20.0%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
160.0%
180.0%
1994 1995 1996 1997 1998 1999 2000 2001 20-YearVC
Avg.
PrivateEquityAvg.
S&PAvg.
Source: National Venture Capital Association, Venture Economics
Annual and Cumulative Returns of Venture Capital Fund Investments
Implications of VC History
• Capital starvation before 1979 due to ICA/SEC regulation.
Implications of VC History
• Capital starvation before 1979 due to ICA/SEC regulation.
• Expected returns higher than needed after 1979.
Implications of VC History
• Capital starvation before 1979 due to ICA/SEC regulation.
• Expected returns higher than needed after 1979.
• Rapid growth in demand from institutional investors.
Implications of VC History
• Capital starvation before 1979 due to ICA/SEC regulation.
• Expected returns higher than needed after 1979.
• Rapid growth in demand from institutional investors.
• Inability of established VCs to respond.
Implications of VC History
• Capital starvation before 1979 due to ICA/SEC regulation.
• Expected returns higher than needed after 1979.
• Rapid growth in demand from institutional investors.
• Inability of established VCs to respond.
• Compounding effects of the Internet boom.
April 2000 to Today
Commitments to Venture Capital Funds
0
100
200
300
400
500
600
700
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
Nu
mb
er
of
Fu
nd
s
$0
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
Mil
lio
ns
of
Do
lla
rs
Total FundsNew FundsTotal CommitmentsCommirments to New Funds
Four principles of value-maximizing deal structure
Four principles of value-maximizing deal structure
• Limit risk and enhance expected return by structuring financing around objective milestones that are related to risk.
Four principles of value-maximizing deal structure
• Limit risk and enhance expected return by structuring financing around objective milestones that are related to risk.
• If the entrepreneur and the investor have similar expectations, allocate most of the risk to the investor.
Four principles of value-maximizing deal structure
• Limit risk and enhance expected return by structuring financing around objective milestones that are related to risk.
• If the entrepreneur and the investor have similar expectations, allocate most of the risk to the investor.
• Shift risk to the better informed or more optimistic party.
Four principles of value-maximizing deal structure
• Limit risk and enhance expected return by structuring financing around objective milestones that are related to risk.
• If the entrepreneur and the investor have similar expectations, allocate most of the risk to the investor.
• Shift risk to the better informed or more optimistic party.
• Use risk allocation to align the interests and incentives of the parties
Complete Success
Success in Three Application
Success in Two Application
Invest Success in One Application
Complete Failure
Investment
$5,000,000
NewCo's Business Plan
Subjective Probabilities
Conditional Values
Expected Values
Complete Success 10% $25,000,000 $2,500,000
Success in Three Application 5% $15,000,000 $750,000
Success in Two Application 20% $5,000,000 $1,000,000
Invest Success in One Application 15% $3,000,000 $450,000
Complete Failure 50% $0 $0
Investment
$5,000,000 Total $4,700,000
NewCo's Business Plan
$25,000,000
Success
$15,000,000
SuccessFourth
Application$5,000,000 $15,000,000
SuccessThird
ApplicatonFail
$3,000,000 $5,000,000
SuccessSecond
ApplicationFail Abandon
$3,000,000First
ApplicationFail Abandon
$0
Fail Abandon
Incremental and Cumulative Investment
First Round Second Round Third Round Fourth Round $1,000,000 $1,000,000 $1,000,000 $2,000,000$1,000,000 $2,000,000 $3,000,000 $5,000,000
NewCo's Real Options
Valuing the Real Options
• Model the venture cash flows based on the agreed deal structure.
• Use risky discount rates to value the real options.
• Work back recursively through the decision tree to determine current value and required ownership.
• Use the model to evaluate alternative structures for the purpose of aligning interests and maximizing value.
Valuation: Corporate Setting
• Discount expected cash flows at a rate determined by market opportunity cost (CAPM)
• Infer discount rate from betas of comparable market assets
• Implicit assumptions:– Same standard deviation of holding period returns
– Same correlation with market
– (Ultimate) Investor is (can be) well-diversified
Problems of New Venture Valuation
• VCs represent well-diversified investors, entrepreneurs cannot be well-diversified.
• The entrepreneur’s required rate of return depends on total risk and achievable diversification.
• Little data is available on risk attributes of comparable investments.
• Equilibrium holding period returns and standard deviations are endogenous.
Ability to Diversify and Opportunity Cost of Capital
• Well-diversified investor
• Undiversified entrepreneur FMMurEntreprene
VentureFurEntreprene
Venture rrrr /
FMMInvestorVentureMVentureF
InvestorVenture rrrr /,
Estimation of Undiversified Entrepreneur’s Opportunity Cost of Capital
• Direct use of market transactions not possible.
• CEQ avoids endogeneity problem
– Estimating from market returns data (per unit of value to diversified investor).
F
FMM
CVenture
urEntrepreneVenture r
rrC
PV
Venture
1
)(
F
MVenture
FInvestor
VentureVenture
urEntrepreneVenture
r
rrC
PV
1
)(
,
Estimation of Undiversified Entrepreneur’s Opportunity Cost of Capital
• Expected cash flow (capital market equilibrium).
• Entrepreneur’s opportunity cost of capital
))(1( FMVentureFInvestorVentureVenture rrrwC
1urEntreprene
Venture
VentureurEntrepreneVenture
PV
Cr
Estimation of Undiversified Entrepreneur’s Opportunity Cost of Capital
• CEQ of Underdiversified entrepreneur– Underdiversified investment
– Estimating from market returns data
MF
FMM
C
PortfoliorEntreprene
Venture wr
rrC
PV
Portfolio
1
)(
))(1()1( FMVentureFInvestorVentureMMarketPortfolio rrrwrwC
)2)()( ,22
VentureMInvestorVentureMMVentureVenture
InvestorVentureMMC wwww
Portfolio
Data
• US IPOs from 1995 through 2000
• MeasurementDescription of Sample
Industry Firms in Sample
Observations in Sample
Average Firm-Years
Biotechnology 151 501 3.3 Broadcast and Cable TV 44 105 2.4 Communication Equipment 88 247 2.8 Communication Services 158 407 2.6 Computer Network 35 130 3.7 Computer Services 200 440 2.2 Retail Catalog And Mail Order (Internet) 19 39 2.1 Software 297 754 2.5 Total 992 2623 2.6
Descriptive Evidence
• Parameter Estimates: Mean– Standard deviation of returns (annualized) 120%
– Ratio of firm standard deviation to S&P 500 4.88
– Correlation with S&P 500 0.20
– Equity beta with S&P 500 0.99
• Aggregations: – Calendar year
– Industry
– Age (years after IPO)
– Financial Condition (revenue and income status)
– Size (Employees)
Descriptive Evidence
• Total risk (standard deviation of returns):–Decreases with firm age, size, and financial condition
–Differs across industries and over calendar years
• Total risk to market risk:–Decreases with firm age, size, and financial condition
• Beta– Increases with firm age and size
–High in year of IPO and transition to profitability
• Correlation– Increases with firm age, financial condition, and size
Category Grouping Standard Deviation
Correlation Beta Well-diversified Investor
Cost of Capital
Underdiversified Entrepreneur Cost of Capital
Net Gross 100% 35% 25% 15% Industry Biotechnology 104% 0.15 0.78 8.68% 13.35% 45.9% 34.7% 29.7% 22.4% Broadcast and Cable TV 87% 0.24 1.04 10.24% 15.30% 36.3% 27.4% 23.9% 19.1% Communication Equipment 120% 0.22 1.32 11.92% 17.40% 53.3% 42.3% 37.2% 29.2% Communication Services 104% 0.24 1.25 11.50% 16.88% 44.4% 34.6% 30.4% 24.1% Computer Networks 93% 0.21 0.98 9.86% 14.83% 39.4% 29.8% 25.8% 20.2% Computer Services 144% 0.17 1.22 11.34% 16.68% 69.9% 56.4% 49.6% 38.2% Retail Cat. and Mail Order (Internet) 106% 0.22 1.17 11.00% 16.25% 45.8% 35.5% 31.1% 24.4% Software 137% 0.20 1.37 12.22% 17.78% 64.1% 51.6% 45.6% 35.5% Firm Age Since IPO Year of IPO 212% 0.04 0.39 6.40% 8.25% 158.7% 133.1% 118.6% 89.6% 1 to 5 Years After IPO 104% 0.23 1.11 11.10% 16.38% 46.6% 34.6% 30.3% 23.9% Financial Condition No Revenue 119% 0.17 0.98 9.90% 14.88% 54.0% 42.1% 36.6% 27.9% Revenue, Negative Income 135% 0.20 1.33 12.00% 17.50% 62.5% 50.4% 44.4% 34.5% Positive Income 100% 0.20 1.00 10.00% 15.00% 42.7% 32.6% 28.3% 22.0% Employees 0-25 Employees 126% 0.12 0.73 8.40% 13.00% 59.5% 46.2% 39.8% 29.5% 26-100 Employees 128% 0.15 0.98 9.90% 14.88% 59.6% 46.8% 40.7% 30.9% Over 100 Employees 113% 0.23 1.31 11.80% 17.25% 49.3% 38.9% 34.2% 27.0%
Results