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VALUATION
      Real World Entrepreneurship – 2006
                      by
                 Jack Raiton



1                            OGI School of Science and Engineering
Valuation: Magic or Myth?

• “It is a sign of an educated mind not to expect more
  certainty from a subject than it can possibly provide.”
  (Aristotle)

• “Valuation requires an intermediate perspective
  between ignorance and certainty, involving the
  exercise of skill, experience and judgment” (Razgatis)



  2                                OGI School of Science and Engineering
An Icon’s Perspective

    “At a presentation I gave recently, the audience’s
    questions were all along the same lines: “How
    do I get in touch with venture capitalists?”
    “What percentage of equity do I have to give
    them?” No one asked me how to build a
    business!”

    Arthur Rock was a founder of Intel, an early investor in Apple,
    Teledyne, Scientific Data Systems, Air Touch Communications, …




3                                                 OGI School of Science and Engineering
THE REAL DEFINITION OF THE VALUE
 OF AN EARLY STAGE COMPANY IS:

“That point at which an investor’s fear is in
  equilibrium with his greed.”




  4                            OGI School of Science and Engineering
What is a Company Worth?



• It’s worth what someone is willing to pay for it

• It doesn’t matter what they paid for it…

• Once you’ve paid for it, it’s yours!



 5                                OGI School of Science and Engineering
Macro Valuation Factors

What drives valuations?

• Liquidity, aka the “Exit”
• The Economy
• Public Markets – market multiples and the strength of
  the IPO market
• M&A Activity



  6                               OGI School of Science and Engineering
U.S. Private Equity Performance (thru 2Q05)
     Early-stage VC historically beats all other asset classes




 7                                         OGI School of Science and Engineering
2004 VC Valuations by Company Industry

           Valuations Vary by Industry




8                              OGI School of Science and Engineering
Valuation Shortcuts


• “Small business owners often like to use the “MMM”
  method of business valuation.
  MMM, or Make Me a Millionaire, determines
  the asking price of a business by multiplying
  the number of owners by $1.0 million.”

-Bryan Jamison, SMU BBA ’78 Wall Street Journal (circa 1985)



  9                                          OGI School of Science and Engineering
Valuation Methods

             •    Gut!                              •    DCF (Discounted
 Seed
Seedup                                                   Cash Flow)
Start
             •    Low single digits   Later
                                      Stage         •    Comparable
             •    Rules of Thumb                         transactions (M&A)
             •    Convertible debt                  •    Public market
                                                         multiples




         •       VC Method                          •    P/E Analysis
Early
Seed e                                Maturce
                                                    •    EBITDA multiples
 Stag    •       Modified DCF         Publi
         •       Market comparables                 •    Public market shares




  10                                      OGI School of Science and Engineering
Valuation Methodologies

     •   “Current Market Valuations”
         - More “art” than “science”
         - Comparable private market transactions
         - Usually correlates to changes in public market valuations
     •   Discounted Cash Flow Analysis
         - Build financial model for 3 to 5 yr time frame
         - Project cash flows to the investors over investment time
         - Discount cash flows based on discount rate and time
     •   Comparable Company Analysis
         - Select representative group of public companies
         - Sort by sector, size and growth rate
         - Determine appropriate valuation metrics: Revenue,
           Earnings, EBITDA


11                                             OGI School of Science and Engineering
The Art of the Deal –
      The “VC Method”




12                 OGI School of Science and Engineering
VC Valuation Perspective
     Difficult to use established (late-stage/public market)
     valuation techniques for early-stage companies due to:

•    Volatility
•    Illiquidity
•    Long investment cycle
•    Complex/new technologies
•    Lack of transparency of private company data

     Last-stage valuation techniques more quantitative

•    Discounted cash flows
•    Public market comparables


13                                            OGI School of Science and Engineering
VC Returns

• VC discount rates high to support portfolio losses
  (e.g. losses must be “baked into” VC models)

• Game of “home runs”
  (Average portfolio: 10% - 10x or better returns
                      60% - low to average returns; 1x-4x
                      30% - fire-sales or written off

• High risk/high reward game
  - Early-stage highest risk/reward ratio

  14                                   OGI School of Science and Engineering
Funding to Milestones:   aka “Old-Fashioned Venture Capital”




                                 Source: Vinod Khosla, Kleiner Perkins



  15                           OGI School of Science and Engineering
VC Model – Managing Risk




16                  OGI School of Science and Engineering
Terminology 101


     • IRR
     • Pre- and Post-money valuation




17                         OGI School of Science and Engineering
Internal Rate of Return (“IRR”)

• Internal Rate of Return
      – The discount rate that equates the net present value
        (NPV) of an investment’s cash inflows with its
        cash outflows
      – IRR measures the discount rate that sets NVP = 0
      – Different from rate of return on investment
        (measure of market performance)



 18                                   OGI School of Science and Engineering
IRR Example

Example
• 1st Year investment           $1.0M
• 2nd Year investment           $2.0M
• 4th Year investment           $3.5M
• Exit 5th Year return         $20.0M

• Total investment              $6.5M         IRR = 59%
• Cash return                  $13.5M         Multiple = 3x

  Excluding time weighting, produces a rate of return of 208%


 19                                    OGI School of Science and Engineering
Pre- and Post-money Valuation

     • Post-money
       – Value of equity AFTER the new money goes in
       – Share price X fully-diluted shares outstanding
         AFTER new investment
       – Investment/POA (% ownership acquired)
     • Pre-money
       – Value of equity BEFORE the new money goes in
       – Share price X fully-diluted shares outstanding
         BEFORE new investment
       – Post-money - Investment

20                                   OGI School of Science and Engineering
Pre- & Post-Money
 Shares & Options     1.0M

 Price per Share    X $7.00   (negotiated btwn co. and VC)

 Pre-Money           $7.0M



 Pre-Money           $7.0M    (negotiated)                        70%

 New Investment      $3.0M                                        30%

 Post-Money         $10.0M    (value after new $)                100%




21                                 OGI School of Science and Engineering
Simple Model I
                   How much do I need to own?

• Solve for the required future value of my $3.5M
  investment to achieve 50% IRR
     –   VC Required IRR                        50%
     –   Amount I’m investing                   $3.5M
     –   Expected term to exit                  5 yrs
     –   Expected Net Inc in yr 5               $4M
     –   Yr 5 Market Comp P/E                   20
     –   Implied FV of Co in yr 5               $80M



22                                     OGI School of Science and Engineering
Simple Model
                        How much do I need to own?

●        Solve for the required future value of my $3.5M investment
         to achieve 50% IRR                      1   2    3   4    6
         – RFV = ((1+IRR)^Periods) X Investment
         – RFV = ((1+0.5)^5) X $3.5M               $5.2      $7.8     $1.8    $17.7       $26.6
         – RFV = $26.6M
●        Therefore, I need to own $26.6M/$80M
         – 33%
●        My investment offer to company might be $3.5M
         investment at $7M pre-money ($10.5M post-money)




    23                                            OGI School of Science and Engineering
Simple Model II-A
     PE – 20x
     Exit = 5 years
     Earnings (Y5) = $10M
     VC required IRR = 50%
     VC investments = $10M

     Exit Value (Post-Money)

                       20 x $10M       $200M
                                 =              =    $26.4M
                         (1.5)5         7.59

     Pre-Money = $26.4M - $10M = $16.4M
                               $10M
                                          =    38%
                               26.4M
                                       OR

                         75.9M         75.9M
                                 =              =    38%
                       20 x $10M       $200M

                     $10M x (1.5)5 = $10M x 7.59 = $75.9M
24                                                   OGI School of Science and Engineering
Rules of Thumb
     •   $5M Limit

     •   Berkus Method
          –   For a sound idea                          $1M
          –   For a prototype                           +1M
          –   For a quality management team             +1M-2M
          –   For a quality board                       +1M
          –   For any roll-out, sales                   +1M
                                                        $1M-6M
     •   Role of Thirds
          – 1/3 to Founders
          – 1/3 to Management
          – 1/3 to Investors

     •   $2.5M Angel Standard

     •   $2-10M Internet Standard



25                                            OGI School of Science and Engineering
Some Take Aways
     • Entrepreneur should consider the following…
        –   how much money will it take to really fly?
        –   what milestones exist between push back and take off?
        –   how much is required to achieve each milestone?
        –   work backwards…
     • Valuations are negotiable particularly when…
        – you are a serial entrepreneur
        – there are numerous bidders
        – performance against milestones can be tangibly measured
     • Guy Kawasaki’s Law of PreMoney Valuation…
        – for every full time engineer (+$500,000)
        – for every full time MBA (-$250,000)



26                                            OGI School of Science and Engineering
Also Remember…

• Venture capitalists don’t get rich by cutting
  tough deals
• Entrepreneurs don’t get rich by taking highest
  offers
• Don’t miss the forest for the trees!
  (sensitivity analysis)



 27                           OGI School of Science and Engineering

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Raiton Slides With Great Khosla Slide

  • 1. VALUATION Real World Entrepreneurship – 2006 by Jack Raiton 1 OGI School of Science and Engineering
  • 2. Valuation: Magic or Myth? • “It is a sign of an educated mind not to expect more certainty from a subject than it can possibly provide.” (Aristotle) • “Valuation requires an intermediate perspective between ignorance and certainty, involving the exercise of skill, experience and judgment” (Razgatis) 2 OGI School of Science and Engineering
  • 3. An Icon’s Perspective “At a presentation I gave recently, the audience’s questions were all along the same lines: “How do I get in touch with venture capitalists?” “What percentage of equity do I have to give them?” No one asked me how to build a business!” Arthur Rock was a founder of Intel, an early investor in Apple, Teledyne, Scientific Data Systems, Air Touch Communications, … 3 OGI School of Science and Engineering
  • 4. THE REAL DEFINITION OF THE VALUE OF AN EARLY STAGE COMPANY IS: “That point at which an investor’s fear is in equilibrium with his greed.” 4 OGI School of Science and Engineering
  • 5. What is a Company Worth? • It’s worth what someone is willing to pay for it • It doesn’t matter what they paid for it… • Once you’ve paid for it, it’s yours! 5 OGI School of Science and Engineering
  • 6. Macro Valuation Factors What drives valuations? • Liquidity, aka the “Exit” • The Economy • Public Markets – market multiples and the strength of the IPO market • M&A Activity 6 OGI School of Science and Engineering
  • 7. U.S. Private Equity Performance (thru 2Q05) Early-stage VC historically beats all other asset classes 7 OGI School of Science and Engineering
  • 8. 2004 VC Valuations by Company Industry Valuations Vary by Industry 8 OGI School of Science and Engineering
  • 9. Valuation Shortcuts • “Small business owners often like to use the “MMM” method of business valuation. MMM, or Make Me a Millionaire, determines the asking price of a business by multiplying the number of owners by $1.0 million.” -Bryan Jamison, SMU BBA ’78 Wall Street Journal (circa 1985) 9 OGI School of Science and Engineering
  • 10. Valuation Methods • Gut! • DCF (Discounted Seed Seedup Cash Flow) Start • Low single digits Later Stage • Comparable • Rules of Thumb transactions (M&A) • Convertible debt • Public market multiples • VC Method • P/E Analysis Early Seed e Maturce • EBITDA multiples Stag • Modified DCF Publi • Market comparables • Public market shares 10 OGI School of Science and Engineering
  • 11. Valuation Methodologies • “Current Market Valuations” - More “art” than “science” - Comparable private market transactions - Usually correlates to changes in public market valuations • Discounted Cash Flow Analysis - Build financial model for 3 to 5 yr time frame - Project cash flows to the investors over investment time - Discount cash flows based on discount rate and time • Comparable Company Analysis - Select representative group of public companies - Sort by sector, size and growth rate - Determine appropriate valuation metrics: Revenue, Earnings, EBITDA 11 OGI School of Science and Engineering
  • 12. The Art of the Deal – The “VC Method” 12 OGI School of Science and Engineering
  • 13. VC Valuation Perspective Difficult to use established (late-stage/public market) valuation techniques for early-stage companies due to: • Volatility • Illiquidity • Long investment cycle • Complex/new technologies • Lack of transparency of private company data Last-stage valuation techniques more quantitative • Discounted cash flows • Public market comparables 13 OGI School of Science and Engineering
  • 14. VC Returns • VC discount rates high to support portfolio losses (e.g. losses must be “baked into” VC models) • Game of “home runs” (Average portfolio: 10% - 10x or better returns 60% - low to average returns; 1x-4x 30% - fire-sales or written off • High risk/high reward game - Early-stage highest risk/reward ratio 14 OGI School of Science and Engineering
  • 15. Funding to Milestones: aka “Old-Fashioned Venture Capital” Source: Vinod Khosla, Kleiner Perkins 15 OGI School of Science and Engineering
  • 16. VC Model – Managing Risk 16 OGI School of Science and Engineering
  • 17. Terminology 101 • IRR • Pre- and Post-money valuation 17 OGI School of Science and Engineering
  • 18. Internal Rate of Return (“IRR”) • Internal Rate of Return – The discount rate that equates the net present value (NPV) of an investment’s cash inflows with its cash outflows – IRR measures the discount rate that sets NVP = 0 – Different from rate of return on investment (measure of market performance) 18 OGI School of Science and Engineering
  • 19. IRR Example Example • 1st Year investment $1.0M • 2nd Year investment $2.0M • 4th Year investment $3.5M • Exit 5th Year return $20.0M • Total investment $6.5M IRR = 59% • Cash return $13.5M Multiple = 3x Excluding time weighting, produces a rate of return of 208% 19 OGI School of Science and Engineering
  • 20. Pre- and Post-money Valuation • Post-money – Value of equity AFTER the new money goes in – Share price X fully-diluted shares outstanding AFTER new investment – Investment/POA (% ownership acquired) • Pre-money – Value of equity BEFORE the new money goes in – Share price X fully-diluted shares outstanding BEFORE new investment – Post-money - Investment 20 OGI School of Science and Engineering
  • 21. Pre- & Post-Money Shares & Options 1.0M Price per Share X $7.00 (negotiated btwn co. and VC) Pre-Money $7.0M Pre-Money $7.0M (negotiated) 70% New Investment $3.0M 30% Post-Money $10.0M (value after new $) 100% 21 OGI School of Science and Engineering
  • 22. Simple Model I How much do I need to own? • Solve for the required future value of my $3.5M investment to achieve 50% IRR – VC Required IRR 50% – Amount I’m investing $3.5M – Expected term to exit 5 yrs – Expected Net Inc in yr 5 $4M – Yr 5 Market Comp P/E 20 – Implied FV of Co in yr 5 $80M 22 OGI School of Science and Engineering
  • 23. Simple Model How much do I need to own? ● Solve for the required future value of my $3.5M investment to achieve 50% IRR 1 2 3 4 6 – RFV = ((1+IRR)^Periods) X Investment – RFV = ((1+0.5)^5) X $3.5M $5.2 $7.8 $1.8 $17.7 $26.6 – RFV = $26.6M ● Therefore, I need to own $26.6M/$80M – 33% ● My investment offer to company might be $3.5M investment at $7M pre-money ($10.5M post-money) 23 OGI School of Science and Engineering
  • 24. Simple Model II-A PE – 20x Exit = 5 years Earnings (Y5) = $10M VC required IRR = 50% VC investments = $10M Exit Value (Post-Money) 20 x $10M $200M = = $26.4M (1.5)5 7.59 Pre-Money = $26.4M - $10M = $16.4M $10M = 38% 26.4M OR 75.9M 75.9M = = 38% 20 x $10M $200M $10M x (1.5)5 = $10M x 7.59 = $75.9M 24 OGI School of Science and Engineering
  • 25. Rules of Thumb • $5M Limit • Berkus Method – For a sound idea $1M – For a prototype +1M – For a quality management team +1M-2M – For a quality board +1M – For any roll-out, sales +1M $1M-6M • Role of Thirds – 1/3 to Founders – 1/3 to Management – 1/3 to Investors • $2.5M Angel Standard • $2-10M Internet Standard 25 OGI School of Science and Engineering
  • 26. Some Take Aways • Entrepreneur should consider the following… – how much money will it take to really fly? – what milestones exist between push back and take off? – how much is required to achieve each milestone? – work backwards… • Valuations are negotiable particularly when… – you are a serial entrepreneur – there are numerous bidders – performance against milestones can be tangibly measured • Guy Kawasaki’s Law of PreMoney Valuation… – for every full time engineer (+$500,000) – for every full time MBA (-$250,000) 26 OGI School of Science and Engineering
  • 27. Also Remember… • Venture capitalists don’t get rich by cutting tough deals • Entrepreneurs don’t get rich by taking highest offers • Don’t miss the forest for the trees! (sensitivity analysis) 27 OGI School of Science and Engineering