Early Stage Valuation E-Book

Antonella Puca

• Herausgeber: John Wiley & Sons
• Kategorie: Fachliteratur
• Serie: Wiley Finance Editions
• Sprache: Englisch

Seitenzahl: 771

Veröffentlichungsjahr: 2020

Beschreibung

Addresses significant developments in the valuation of early stage enterprises at fair value with emphasis on practical applications--features a broad selection of case studies of early stage valuation Early Stage Valuation: A Fair Value Perspective provides a comprehensive review of the current methodologies used to value Early Stage Enterprises (ESEs) at fair value for financial reporting, investment, and mergers and acquisitions. Author Antonella Puca, Senior Director with Alvarez & Marsal Valuation Services in New York, provides accurate, up-to-date information on recent guidelines and new approaches for valuation assessments. This authoritative guide examines how to apply market analysis, discounted cash flows models, statistical techniques such as option pricing models (OPM) and Monte Carlo simulation, the venture capital method and non-GAAP metrics to ESE valuation. The text considers the most recent AICPA, Appraisal Foundation and IPEV guidance, and examines developments in both academic research and venture capital investor practice. Numerous real-world case studies illustrate early stage valuation suitable for structuring sound, internally consistent business transactions. Covering current trends and the latest regulatory guidance in the area, this book: * Provides step-by-step guidance on practical valuation applications * Reflects current standards for ESE valuation, including the AICPA Guide to the Valuation of Portfolio Company Investments, the IPEV guidelines and guidance from the Appraisal Foundation * Covers new approaches to the valuation of ESEs with option pricing models, Monte Carlo Simulation, calibration and non-GAAP metrics * Offers an overview of start-up valuation * Discusses how intangible assets are impacting the valuation of ESEs The book also includes contributions from Neil Beaton, Andreas Dal Santo, Alexander Davie, John Jackman and Mark Zyla. Early Stage Valuation: A Fair Value Perspective is an essential resource for valuation specialists, private equity and venture capital fund managers, analysts, attorneys, investment bankers, regulators and auditors, and investors with interest in the private equity and venture capital industry.

Leseprobe

Table of Contents

Cover

Acknowledgments

About the Author

About the Contributors

Preface

Introduction

PART One: Early Stage Valuation in Context

CHAPTER 1: Early Stage Enterprises and the Venture Capital Market

CHARACTERISTICS OF EARLY STAGE ENTERPRISES

THE VENTURE CAPITAL MARKET

EXIT STRATEGY

CONCLUSION

NOTES

CHAPTER 2: Fair Value Standard

HISTORICAL NOTES ON THE FAIR VALUE STANDARD

THE FAIR VALUE STANDARD UNDER CURRENT U.S. GAAP

FAIR VALUE AND OTHER STANDARDS OF VALUE

GUIDANCE ON THE FAIR VALUE STANDARD IN ESE VALUATION

CONCLUSION

NOTES

CHAPTER 3: Capital Structure

COMMON STOCK

PREFERRED STOCK

OPTIONS AND OPTION-LIKE INSTRUMENTS

WARRANTS

OTHER HYBRID INSTRUMENTS

CONCLUSION

NOTES

PART Two: Enterprise Valuation

CHAPTER 4: Seed Stage Valuation and the Venture Capital Method

ANGEL INVESTORS AND THE MARKET FOR SEED INVESTING

SEED VALUATION: THE SCORECARD APPROACH

VENTURE CAPITAL METHOD

THE FIRST CHICAGO METHOD

CONCLUSION

NOTES

CHAPTER 5: The Backsolve Method

THE OPM BACKSOLVE METHOD: A CASE STUDY

SECONDARY MARKET TRANSACTIONS

ESTIMATING OPM VOLATILITY

CONCLUSION

NOTES

CHAPTER 6: Discounted Cash Flow Method

DEVELOPING A DCF MODEL IN A SURVIVAL SCENARIO

STEP 5: ADJUSTMENTS

THE INVESTOR PERSPECTIVE: RECONCILING DCF RESULTS WITH THE VENTURE CAPITAL METHOD

DCF MODEL AND CALIBRATION

CONCLUSION

NOTES

CHAPTER 7: Asset Accumulation Method

OVERVIEW OF THE ASSET-BASED APPROACH

THE ASSET ACCUMULATION METHOD: A CASE STUDY

IN-PROCESS RESEARCH AND DEVELOPMENT

PUTTING IT ALL TOGETHER

CONCLUSION

NOTES

CHAPTER 8: Non-GAAP Metrics in ESE Valuation

NON-GAAP FINANCIAL MEASURES

OTHER METRICS

CONCLUSIONS

NOTES

PART Three: Valuation of Financial Instruments

CHAPTER 9: Allocation of Enterprise Value

SCENARIO-BASED METHODS

CURRENT VALUE METHOD

CONCLUSION

NOTES

CHAPTER 10: Valuation of Options and Warrants

GENERAL PRINCIPLES OF OPTION VALUATION

VALUATION OF OPTIONS IN A COMPLEX CAPITAL STRUCTURE

VALUATION OF OPTIONS AS STAND-ALONE INSTRUMENTS: THE BSM MODEL

VALUATION OF OPTIONS AS STAND-ALONE INSTRUMENTS: THE BINOMIAL LATTICE MODEL

VALUATION OF WARRANTS

CONCLUSION

NOTES

CHAPTER 11: Valuation of Debt Securities

GENERAL PRINCIPLES OF DEBT VALUATION

VALUATION OF CONVERTIBLE NOTES: DECOMPOSITION AND YIELD METHOD

VALUATION OF CONVERTIBLE NOTES: CALIBRATION WITH THE YIELD METHOD

VALUATION OF CONVERTIBLE NOTES: THE OPTION PRICING METHOD

VALUATION OF CONVERTIBLE NOTES: CALIBRATION WITH THE OPM BACKSOLVE

VALUATION OF CONVERTIBLE NOTES: BINOMIAL LATTICE MODEL

VALUATION OF BRIDGE NOTES: “AS IF CONVERTED” METHOD

VALUATION OF BRIDGE NOTES WITH WARRANTS

VALUATION USING BROKER QUOTES

VALUATION OF DEBT FOR THE PURPOSE OF VALUING EQUITY

CONCLUSION

NOTES

CHAPTER 12: Valuation of Contingent Consideration

TYPES OF EARNOUTS

EARNOUT VALUATION

CASE STUDIES

CONCLUSION

NOTES

References

STANDARDS

INDUSTRY GUIDANCE

INDUSTRY REPORTS

U.S. SECURITIES AND EXCHANGE COMMISSION FILINGS

BOOKS, ARTICLES, AND WEBINAR TRANSCRIPTS

Index

End User License Agreement

List of Tables

Chapter 1

EXHIBIT 1.1 U.S. Bureau of Labor Statistics: Survival Rate of New Companies ...

EXHIBIT 1.4 IRR Based on TVPI (MOIC) and Exit Year

EXHIBIT 1.5 Effect of Subscription Line of Credit on IRR and TVPI – Example...

Chapter 2

EXHIBIT 2.1 Identification of Guideline Public Companies

EXHIBIT 2.2 GPC and GT: Multiples to Use

EXHIBIT 2.3 Common Milestones

Chapter 3

EXHIBIT 3.1 Company Y – Capital Structure

EXHIBIT 3.2 Company Y – Liquidation Preferences under Various Scenarios

EXHIBIT 3.3 Company Y: Capital Structure

EXHIBIT 3.4 Company Y: Preferred Stock with Full Participation Rights

EXHIBIT 3.5 Company Y: Allocation of Proceeds – Preferred Stock with Capped ...

EXHIBIT 3.6 Company Y: Effect of Cumulative Dividends on Capital Structure

EXHIBIT 3.7 Company Z: Capital Structure, January 1, Year 1

EXHIBIT 3.8 Company Z: Capital Structure, February 15, Year 1

EXHIBIT 3.9 Company Z: Capital Structure with Full Ratchet

EXHIBIT 3.10 Company Z: Capitalization Structure with Partial Ratchet – NBWA...

EXHIBIT 3.11 Company Z: Capital Structure with Partial Ratchet – BBWA

Chapter 4

EXHIBIT 4.2 Company A: Pre- and Postmoney Capital Structure

EXHIBIT 4.4 Effect of Stock Options Grant on Postmoney Valuation

EXHIBIT 4.5 Valuation Divergence Effect: Exit at a Higher Unit Price

EXHIBIT 4.6 Valuation Divergence Effect: Exit at a Lower Unit Price

EXHIBIT 4.7 Payne Scorecard: Comparison Factors and Weight Range

EXHIBIT 4.8 Comparison Factor: Change in Weights

EXHIBIT 4.9 Payne Scorecard – Company B

EXHIBIT 4.11 Risk Factor Summation Method: Risk Factor Coefficients and Valu...

EXHIBIT 4.13 Risk Factor Summation Method: Company C

EXHIBIT 4.14 The Berkus Method: Milestones and Risk Factors

EXHIBIT 4.15 Berkus Model: Company D

EXHIBIT 4.17 Average Premoney Valuation, by Industry ($ million)

EXHIBIT 4.18 Berkus Method: Company E

EXHIBIT 4.21 Venture Capital Method with Dilution: Company E

EXHIBIT 4.23 Valuation Methods for Seed-Stage Companies

Chapter 5

EXHIBIT 5.1 Boletus Biotech Inc.: Capitalization Table, July 1, Year 1

EXHIBIT 5.3 Boletus Biotech Inc.: OPM Breakpoints, July 1, Year 1

EXHIBIT 5.6 Boletus Biotech Inc.: BSM OPM, July 1, Year 1

EXHIBIT 5.7 Boletus Inc.: BSM OPM, December 31, Year 1

EXHIBIT 5.8 Boletus Biotech Inc.: Capitalization Table, July 1, Year 2

EXHIBIT 5.9 Boletus Biotech Inc.: OPM Breakpoints, July 1, Year 2

EXHIBIT 5.10 Boletus Biotech Inc.: Calibration to Price of New Round, July 1...

EXHIBIT 5.11 Boletus Biotech Inc.: BSM OPM – Calibration with Updated Inputs...

EXHIBIT 5.12 Boletus Biotech Inc.: Capitalization Table, July 1, Year 3

EXHIBIT 5.13 Boletus Biotech Inc.: OPM Breakpoints, July 1, Year 3

EXHIBIT 5.14 Boletus Biotech Inc.: BSM OMP, July 1, Year 3

EXHIBIT 5.15 Boletus Biotech Inc.: OPM Breakpoints Pari-Passu, July 1, Year ...

EXHIBIT 5.16 Boletus Biotech Inc.: BSM OPM Pari-Passu, July 1, Year 3

EXHIBIT 5.17 Boletus Biotech Inc.: BSM OPM with Discounts, July 1, Year 3

EXHIBIT 5.18 Boletus Biotech Inc.: Secondary Transactions

EXHIBIT 5.19 Boletus Biotech Inc.: OPM Unit Price

EXHIBIT 5.20 Boletus Biotech Inc.: BSM OPM with Secondary Transactions

EXHIBIT 5.21 Calculation of Equity Volatility

EXHIBIT 5.22 GPC Volatility Analysis

Chapter 6

EXHIBIT 6.1 Selected PFI and Analyst's Model ($ Thousand)

EXHIBIT 6.2 Selected PFI and Analyst's Model – Cash Flows Data ($ Thousand)...

EXHIBIT 6.3 Capital Expenditures ($ Thousand)

EXHIBIT 6.4 Free Cash Flows to the Firm – With Debt

EXHIBIT 6.5 Free Cash Flows to the Firm – Equity Only

EXHIBIT 6.6 Free Cash Flows to the Firm ($ Thousand)

EXHIBIT 6.7 Cost of Equity – Build-Up Method

EXHIBIT 6.9 CAPM Method – Cost of Equity – Racoon Inc.

EXHIBIT 6.10 Cost of Equity: Effect of No Portfolio Diversification

EXHIBIT 6.11 Modified CAPM with Additional Risk Premias

EXHIBIT 6.12 Cost of Capital – Racoon Inc.

EXHIBIT 6.13 Discounted Cash Flows Model–PV of Cash Flows ($ Thousand)

EXHIBIT 6.14 Equity Value After Adjustments ($ Thousand)

EXHIBIT 6.15 Probability-Weighted Valuation ($ Thousand)

EXHIBIT 6.16 Venture Capital Method ($ Thousand)

EXHIBIT 6.17 Required Return and Required Ownership ($ Thousand)

EXHIBIT 6.18 Updated Cost of Capital with Revised Inputs

EXHIBIT 6.19 Calibration in Subsequent Measurement – PV of Cash Flows ($ Tho...

EXHIBIT 6.20 Calibration – Scenario Analysis ($ Thousand)

Chapter 7

EXHIBIT 7.1 Nekkar Technologies Inc. – Balance Sheet as of December 31, 20X0...

EXHIBIT 7.4 Identifiable Intangible Assets

EXHIBIT 7.6 Valuation of Customer Relationships – MPEEM

EXHIBIT 7.7 Valuation of Trade Name – RRM

EXHIBIT 7.8 Proprietary Software – Replacement Cost New

EXHIBIT 7.9 Valuation of Proprietary Software – Blended Hourly Rate

EXHIBIT 7.10 Valuation of Noncompete Agreement – WWM Method

EXHIBIT 7.11 Valuation of In-Process Research and Development – Replacement ...

EXHIBIT 7.12 Valuation of Assembled Workforce – Replacement Cost

EXHIBIT 7.13 Intangible Assets – Summary of Valuation Methodologies

EXHIBIT 7.14 Asset Accumulation Method – Nekkar Technologies Inc. – December...

EXHIBIT 7.15 WARA-WACC-IRR Reconciliation: Nekkar Technologies Inc. – Decemb...

EXHIBIT 7.16 Implied Goodwill from WARA/WACC Reconciliation: Nekkar Technolo...

Chapter 8

EXHIBIT 8.1 Adjusted Loss from Operations – Crowdstrike and Cloudflare

EXHIBIT 8.2 Adjusted EBITDA – Uber and Lyft ($ Million)

EXHIBIT 8.3 Slack Technologies, Inc. – Calculated Billings ($ Thousand)

EXHIBIT 8.4 Bookings – Lyft and Uber

EXHIBIT 8.5 Slack Technologies Inc. – Revenue and Selected Key Business Metr...

EXHIBIT 8.6 Pinterest Inc. – Revenue and Selected Key Business Metrics

EXHIBIT 8.7 Company A – Inputs

EXHIBIT 8.8 Valuation of Current Users – Inputs

EXHIBIT 8.9 Company A – Valuation of Existing Users

EXHIBIT 8.10 Valuation of New Users – Inputs

EXHIBIT 8.11 Valuation of New Users

EXHIBIT 8.12 Company A – Value Drag of Corporate Expenses

EXHIBIT 8.13 Company A – Firm Valuation

EXHIBIT 8.15 Material ESG Factors

EXHIBIT 8.16 10X Genomics – Peer-Revewed Scientific Publications Disclosure...

Chapter 9

EXHIBIT 9.1 Company A – Bimodal Scenario

EXHIBIT 9.2 Enterprise Value with Bimodal Scenario – Sensitivity Analysis

EXHIBIT 9.3 Company A – Capitalization Table – June 30, Year 1

EXHIBIT 9.4 Company A – June 30, Year 1 – Bimodal Scenario – Calibration to ...

EXHIBIT 9.5 Company A – June 30, Year 2 – Bimodal Scenario – Calibration at ...

EXHIBIT 9.6 Company B – Capitalization Table

EXHIBIT 9.7 Company B – Allocation of Expected Future Proceeds

EXHIBIT 9.8 Company B – Discount Rates

EXHIBIT 9.9 Company B – Present Value per Class/Series of Shares

EXHIBIT 9.10 Company B – Probability-Weighted Value of Equity Interests

EXHIBIT 9.11 Company B – Full Scenario Analysis Post-Series C Round – Inputs...

EXHIBIT 9.12 Company B – Capitalization Table after Series C Round

EXHIBIT 9.13 Company B – Full Scenario Analysis with Calibration to Issue Pr...

EXHIBIT 9.14 Company B – Full Scenario Analysis Post-Series C Round – Calibr...

EXHIBIT 9.15 Company B – Full Scenario Analysis Post-Series C Round – Calibr...

EXHIBIT 9.16 Company C – Capitalization Table

EXHIBIT 9.17 Company C – Relative Value Analysis

EXHIBIT 9.18 Company D – Capitalization Table

EXHIBIT 9.19 Company D – Hybrid Method – Inputs

EXHIBIT 9.20 Company D – Alternative Exit Scenario – Allocation of Equity Va...

EXHIBIT 9.21 Company D – Hybrid Method – Probability-Weighted Valuation

EXHIBIT 9.22 Approaches to Scenario Analysis – Comparative Table

EXHIBIT 9.23 Company E – Capitalization Table

EXHIBIT 9.24 Company E – Current Value Method

EXHIBIT 9.25 Methods for the Allocation of Enterprise Value – Comparative Ta...

Chapter 10

EXHIBIT 10.1 Company A: Capital Structure

EXHIBIT 10.2 Company A: OPM Value Allocation – Breakpoints

EXHIBIT 10.4 Valuation of Call Option Using the BSM Model

EXHIBIT 10.6 Option Valuation: BSM Model – Impact of Input Increases

EXHIBIT 10.8 Implied Volatility

EXHIBIT 10.9 Option Valuation with Adjusted Volatility

EXHIBIT 10.11 Binomial Lattice Model – Inputs

EXHIBIT 10.12 Binomial Pricing Model – Asset Tree

EXHIBIT 10.13 Option Value at Expiration

EXHIBIT 10.14 Call Option Tree

EXHIBIT 10.15 Warrant Valuation – Inputs

Chapter 11

EXHIBIT 11.1 Valuation of Debt – The Debt Holder and the Equity Holder Persp...

EXHIBIT 11.2 Measures of Value for Debt Instruments

EXHIBIT 11.3 Yield to Maturity

EXHIBIT 11.4 Yield to Maturity – Yield Curve Trending Upward

EXHIBIT 11.5 Yield to Call

EXHIBIT 11.6 Yield to Put

EXHIBIT 11.7 Convertible Note A – Option Component

EXHIBIT 11.9 Convertible Note A – Valuation of Straight Debt Component

EXHIBIT 11.10 Convertible Note A – Calibration – Valuation of Option Compone...

EXHIBIT 11.11 Convertible Note A – Calibration – Valuation of Straight Debt ...

EXHIBIT 11.12 Sample Company – Capital Structure

EXHIBIT 11.13 Sample Company – Capital Structure Including Accrued Dividends...

EXHIBIT 11.14 Sample Company – OPM Breakpoints

EXHIBIT 11.15 Sample Company – Enterprise Value Allocation – BSM Option Pric...

EXHIBIT 11.16 Weighted Average Issue Price of Series B Preferred Stock

EXHIBIT 11.17 Convertible Note C – Binomial Lattice Model – Inputs and Model...

EXHIBIT 11.18 Preferred Stock – Asset Tree

EXHIBIT 11.19 Convertible Note D – Value at Maturity

EXHIBIT 11.21 Convertible Note D – Key Features

EXHIBIT 11.22 Convertible Note D – Allocation of Purchase Price – Scenario A...

EXHIBIT 11.23 Convertible Note D – Calibration at Subsequent Measurement

Chapter 12

EXHIBIT 12.5 Expected Value of Revenue and Earnout Payoff

EXHIBIT 12.6 Technical Milestone with Binary Outcome: Present Value of Earno...

EXHIBIT 12.7 Simple Linear Payoff Structure with SBM: Present Value of Earno...

EXHIBIT 12.8 Simple Linear Payoff with Floor – Present Value of Cumulative R...

EXHIBIT 12.9 Simple Linear Payoff with Floor: BSM Inputs

EXHIBIT 12.10 Simple Linear Payoff with Floor: Present Value of Earnout – at...

EXHIBIT 12.11 Linear Payoff with Cap and Floor: BSM Inputs

EXHIBIT 12.12 Linear Payout with Cap and Floor: Present Value of Earnout – A...

EXHIBIT 12.13 Systematic Binary Structure – Option Pricing Model: BSM Inputs...

EXHIBIT 12.14 Systematic Binary Structure – Option Pricing Model: Present Va...

EXHIBIT 12.15 Path-Dependent Payoff – Monte Carlo Simulation: Sample Iterati...

EXHIBIT 12.16 Path-Dependent Payoff – Monte Carlo Simulation: Forecast Table...

EXHIBIT 12.17 Clawback Valuation: BSM Inputs

EXHIBIT 12.18 Clawback Valuation: Present Value of Clawback – At Fair Value...

List of Illustrations

Chapter 1

EXHIBIT 1.2 U.S. Number of VC Deals by Stage, by Year, 2010–2019

EXHIBIT 1.3 TVPI of Venture Capital Funds by Vintage Year, 1994–2016

EXHIBIT 1.6 US Venture Capital Funds: Annualized IRR by Vintage Year, 2000–2...

EXHIBIT 1.7 Fund Index Summary: Horizon Pooled Return, Net to Limited Partne...

EXHIBIT 1.8 U.S.-Based Venture Capital Funds, Median Net IRR and Quartile Bo...

EXHIBIT 1.9 U.S. VC Buyout Exits, Years 2010–2019 (Value in $billion)

EXHIBIT 1.10 U.S. VC M&A Exits – Years 2010–2019 (Value in $billion)

EXHIBIT 1.11 U.S. VC-backed IPO Deals 2010–2019 (Value in $billion)

EXHIBIT 1.12 U.S. VC Exit Activity, Years 2010–2019

EXHIBIT 1.13 Median Time to Exit (in Years) by Exit Type, 2010–2019

Chapter 4

EXHIBIT 4.1 Angel Investors: Number of Investors and Deal Value ($billion)...

EXHIBIT 4.3 Pre-Series A Rounds: Median Premoney Valuation

EXHIBIT 4.10 Payne Scorecard – Company and Benchmark

EXHIBIT 4.12 Risk Assessment: Company C

EXHIBIT 4.16 Berkus Method: Company D – Comparison to Benchmark

EXHIBIT 4.19 VC Method Sensitivity Analysis: Effect of Exit Value and Discou...

EXHIBIT 4.20 Target TVPI and Target Returns to Achieve 25% IRR

EXHIBIT 4.22 First Chicago Method: Company F

Chapter 5

EXHIBIT 5.2 Payoff of Equity as a Call Option on the Company's Enterprise Va...

EXHIBIT 5.4 Boletus Biotech Inc.: Payoff Diagram of Preferred Stock at Exit...

EXHIBIT 5.5 Boletus Biotech Inc.: Payoff Diagram of Common Stock at Exit

Chapter 6

EXHIBIT 6.8 Beta Estimate from Guideline Public Companies

Chapter 7

EXHIBIT 7.2 Private Investment in Intellectual Property Products (in $ Billi...

EXHIBIT 7.3 Gross Private Domestic Investment in the United States as a Perc...

EXHIBIT 7.5 Facebook and Alphabet – Intangibles as a % of Total Assets

Chapter 8

EXHIBIT 8.14 Company A – Valuation Summary

Chapter 10

EXHIBIT 10.3 Company A: OPM Value Allocation

EXHIBIT 10.5 Option Valuation: BSM Model – Effect of Input Change

EXHIBIT 10.7 OPM with Volatility per Class of Shares

EXHIBIT 10.10 Binomial Lattice Tree – Three Steps

Chapter 11

EXHIBIT 11.8 Rating Scales from Best to Worst Rating

EXHIBIT 11.20 Convertible Note C – BLM Tree

Chapter 12

EXHIBIT 12.1 Earnout – Linear Payoff

EXHIBIT 12.2 Linear Payoff with Cap

EXHIBIT 12.3 Linear Payoff with Floor

EXHIBIT 12.4 Linear Payoff with Cap and Floor

Guide

Cover

Table of Contents

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Early Stage Valuation

A Fair Value Perspective

ANTONELLA PUCA

Copyright © 2020 by John Wiley & Sons, Inc. All rights reserved.

Published by John Wiley & Sons, Inc., Hoboken, New Jersey.

Published simultaneously in Canada.

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Library of Congress Cataloging-in-Publication Data:

Names: Puca, Antonella, author.

Title: Early stage valuation : a fair value perspective / author Antonella Puca.

Description: First Edition. | Hoboken : Wiley, 2020. | Series: Wiley finance series | Includes index.

Identifiers: LCCN 2020009976 (print) | LCCN 2020009977 (ebook) | ISBN 9781119613633 (hardback) | ISBN 9781119613671 (adobe pdf) | ISBN 9781119613619 (epub)

Subjects: LCSH: Business enterprises--Valuation. | Financial statements--Standards. | Fair value--Accounting. | Accounting--Standards.

Classification: LCC HG4028.V3 E364 2020 (print) | LCC HG4028.V3 (ebook) | DDC 658.15--dc23

LC record available at https://lccn.loc.gov/2020009976

LC ebook record available at https://lccn.loc.gov/2020009977

Cover Design: Wiley

Cover Image: The Lady and the Unicorn: Sight © RMN-Grand Palais /Art Resource, NY

Le Dor Va Dor

To Anna, Paola, and Anna

Acknowledgments

As I think of the individuals who participated in this book, I would like to recall three people who are not with us today, but who are present in its pages: my father, Carlo Puca, who introduced me to the world of finance on the floor of the stock exchange in Naples, Italy; Francesco Lucarelli, who helped me find my way as a student of Economics and Finance at the University Federico II of Naples; and Morton Kenner, who welcomed me in New York and introduced me to the world of private investment funds in the early 1990s. I would also like to thank the friends, mentors, and colleagues who have accompanied me in my professional journey and have helped shape the content of this book. I especially thank, in order of acquaintance, Maria Teresa Della Cioppa, Massimo Marrelli, Todd Goldman, David Sung, Jeffrey Schwartz, David Kaufman, Jacques Gagné, John Budzyna, and Jeff Yager for their guidance over the years.

In writing this book, it has been a privilege to collaborate with Neil Beaton, Alexander Davie, Andreas Dal Santo, John Jackman, and Mark Zyla as contributors and co-authors of some chapters. I wish to express my gratitude to the friends and colleagues who have read and shared their views on selected chapters, and whose perspectives helped inform my understanding of key issues around the topic of this book, including William Bareiss, Mark Bhasin, Keith Black, Melissa Brady, Rich Carson, Shilpa Chandra, Chandu Chilakapati, Raffaele Cicala, Athan Demakos, David Dufendach, Andy Dzamba, Erik Edson, Darrin Erickson, Davide Erro, Alfredo Gallone, Jonathan Grubbs, Maria Hall, Sidney Hardee, Brett Hickey, Tom Kehoe, Rahul Keshap, Gunes Kulaligil, Lorre Jay, Steve Jugan, Vincent LaRosa, Paul McCaffrey, Andrew Metrick, Elvira Passeggio, Bruno Pinto, Jerry Pinto, Ray Rath, Sindhu Rajesh, Lorenzo Restagno, Michael Rose, Todd Rosen, Enrico Rovere, John Sawyer, Greg Siegel, Paolo Siniscalco, Mark Smith, Christine Song, Kris Thiessen, Heidi Morrow, Bill Trent, Laura Yunger, Jared Waters, Michael Weinberg, and my husband, Alexander Gamburd. I also would like to thank Aswath Damodaran, whose published work has been especially influential in certain areas of my analysis and in that of many others. I thank Sheck Cho, Elisha Benjamin, Beula Jaculin and the production team at Wiley for their support during the production of this book.

This book is dedicated to my daughter, Anna Gamburd, my mother, Paola Leosini, and my grandmother, Anna Leosini, as everyday sources of wisdom, inspiration, and strength.

About the Author

Antonella Puca, CFA, CPA/ABV, CEIV, is a senior director with Alvarez & Marsal Valuation Services LLC in New York. She specializes in the valuation of private equity and venture-backed companies for financial and tax reporting, M&A transactions, buy-sell agreements, estate planning, and litigation purposes. Prior to that, Antonella has been part of the alternative investment group at KPMG/Rothstein Kass, where she helped launch RK's Bay area practice, the global investment fund practice of EY in San Francisco and New York, the financial services team at RSM US, and the valuation team at BlueVal Group in New York.

Antonella is currently serving on the Business Valuation Committee of the AICPA and as a consultant on the CFA certification team. She has served as a member of AIMA's research committee and as a director of the board and treasurer of the CFA Society of New York. She has served at CFA Institute as a consultant in the area of practice analysis and curriculum review, and as a director in the GIPS, ethics, and professional standards group. She is currently serving as a board member and treasurer of Snehacares Inc., a nonprofit organization that she co-founded in 2015 dedicated to assist children with HIV AIDS in Bangalore, India.

She is a frequent presenter and author on valuation and alternative investment topics. She holds the CFA charter and is licensed as a CPA in California and New York. Antonella holds the Certificate in Entity and Intangibles Valuation (CEIV) and is accredited in business valuation by the AICPA.

Antonella graduated in economics, with honors, at the University Federico II of Naples, Italy, with a thesis in public finance, and has a master of law studies from NYU School of Law. She has been a research fellow at the Hebrew University of Jerusalem and has held the Italian national title in the 420 sailing class for Circolo del Remo e della Vela Italia.

About the Contributors

Neil J. Beaton, CPA/ABV/CFF, CFA, ASA, is a managing director with Alvarez & Marsal Valuation Services, LLC. Mr. Beaton specializes in the valuation of public and privately held businesses and intangible assets for purposes of litigation, acquisitions, sales, buy-sell agreements, ESOPs, incentive stock options, and estate planning and taxation. He earned a bachelor's degree in economics from Stanford University and a master's degree in finance from National University. He is a certified public accountant (CPA), chartered financial analyst (CFA), and accredited senior appraiser (ASA). Additionally, he is accredited in business valuation (ABV) and certified in financial forensics (CFF). Mr. Beaton is a frequent lecturer at universities, is an instructor for various business valuation courses, and speaks nationally on business valuation with a special emphasis on early stage and high-technology companies. He has written two books on early stage company valuation, has contributed to chapters for a number of other books on valuation and damages issues, and has written numerous articles on these topics. He is a former co-chair of the AICPA's Valuation of Private Equity Securities Task Force, and a former member of the AICPA's ABV Exam Committee and the AICPA's Mergers & Acquisitions Disputes Task Force. He is currently a member of the Business Valuation Update editorial advisory board, a member of the board of experts for the publication Financial Valuation and Litigation Expert, and on the editorial board of the National Association of Certified Valuation Analysts' Value Examiner.

Andreas Dal Santo, CFA, is a managing director with BlueVal Group, LLC. Mr. Dal Santo specializes in the valuation of technology companies and diversified businesses for purposes of financial reporting, M&A transactions, and business sales, partnership buyouts and buy-sell agreements, IRC 409A, and estate and gift taxes. He earned a master's degree in economics and finance with distinction from Ca' Foscari University, Venice, Italy, and has taken coursework at the Massachusetts Institute of Technology Future of Commerce. He is a chartered financial analyst (CFA), accredited in business valuation (ABV) and holds an advanced risk and portfolio management (ARPM) certificate. Mr. Dal Santo has more than 20 years of experience in investments, business valuation, and management consulting. Prior to BlueVal, he has managed more than $1 billion in European, North American, and Emerging Market assets for Arca Fondi, a leading investment management firm based in Milan. As head of global emerging markets for Arca Fondi, he has gained experience in business modeling and valuation in a broad range of securities in a variety of sectors across different countries and markets. Prior to that he was a specialist in North American Tech, Media, and Telecom investments for Arca Fondi. He has served as a director on the boards of private companies and nonprofit organizations, including the CFA Society New York and the CFA Society Italy.

Alexander Davie is a member in the Nashville, Tennessee, law firm Riggs Davie PLC. He works extensively with technology companies, including startups and emerging growth companies, as well as businesses in other industries, providing legal counsel on company formation, business planning, mergers and acquisitions, technology transactions, corporate governance, debt and equity financings, and securities offerings. In addition, Mr. Davie represents investment advisors, securities brokers, hedge funds, private equity funds, and real estate partnership syndicators in numerous private offerings of securities and in ongoing compliance.

Mr. Davie has experience serving on the boards of a number of civic organizations, including the Nashville Business Incubation Center. He is also active in the Tennessee Bar Association, serving on the executive counsel of its business law section.

Mr. Davie received his bachelor of arts degree in economics from the University of Pennsylvania, graduating magna cum laude and his Juris Doctor degree from Duke University School of Law, graduating with high honors. While in law school, he served as the managing editor of the Duke Law & Technology Review. In addition, he received a master of education degree in organizational leadership from Peabody College at Vanderbilt University.

John Jackman, CFA, is the president and managing director of Cortland Valuation Group. He chairs Cortland's oversight committee for the firm's valuation technical standards and plays an active role in working closely with clients, providing authoritative oversight to the valuation engagement leaders.

He has 20 years of experience in the valuation industry, providing valuation and financial consulting services worldwide for the purposes of financial reporting, tax planning and compliance, financing, bankruptcy, litigation, mergers and acquisitions, restructuring and recapitalizations, leveraged buyouts, private equity and investment.

He is an expert in financial reporting requirements, including fresh start accounting, ASC 805, Business Combinations; ASC 350, Intangibles—Goodwill and Other; ASC 360, Property, Plant and Equipment; and ASC 718, Compensation—Stock Compensation. He has particular expertise in the valuation of intellectual property and intangible assets and regularly performs valuations and/or arm's-length royalty rate/transfer price analyses related to intangible assets. He has been a co-leader of a team hired as the designated expert on behalf of the United States Internal Revenue Service in the area of intellectual property valuation.

Mr. Jackman has in-depth experience with the valuation review process with national and regional accounting firms throughout the United States and has worked closely with international firms under the IFRS financial standards. He also performs in-depth audit reviews of third-party valuation work product on behalf of various accounting firms. Additionally, he remains current with industry standards and best practices by actively participating in conferences throughout the country. He has been a formal speaker and presenter to many organizations and professional groups on topics ranging from valuation in the context of licensing to intellectual property and economic lives, to enterprise value and steady-state analysis. He also develops and delivers in-house valuation training programs to select clients.

Prior to Cortland, he was chairman and managing director of the Windward Group, Inc., which merged with Cortland in January of 2014. Preceding TWG, he was the managing director-valuations of Cove Partners LLC, a boutique investment banking firm in San Diego, California; and the vice president of Caliber Advisors, Inc., where he was the head of the financial reporting group. He previously held positions with Navigant Capital Advisors and Kroll Zolfo Cooper.

Mark L. Zyla is a managing director of Zyla Valuation Advisors, LLC, an Atlanta, Georgia based valuation and litigation consultancy firm. He received a BBA degree in finance from the University of Texas at Austin and an MBA degree with a concentration in finance from Georgia State University. He also completed the Mergers and Acquisitions Program at the Aresty Institute of the Wharton School of the University of Pennsylvania and the Valuation Program at the Graduate School of Business at Harvard University. He is a certified public accountant, accredited in business valuation (CPA/ABV), certified in financial forensics (CFF) by the American Institute of Certified Public Accountants (AICPA), a certified financial analyst (CFA), and an accredited senior appraiser with the American Society of Appraisers certified in Business Valuation (ASA).

Mr. Zyla is the chairman of the Standards Review Board of the International Valuation Standards Council (IVSC). He recently served on the AICPA's Forensic and Valuation Services Executive Committee. He is a member of the Business Valuations Committee of the ASA where he also serves as a member of the Business Valuation Standards and Technical Issues subcommittees. Mr. Zyla is on the Advisory Council of the Master of Science in finance program at the University of Texas at Austin. In 2013, he was inducted into the AICPA Business Valuation Hall of Fame.

He is a frequent presenter and author on valuation issues. He has served on the faculty of the Federal Judicial Center and the National Judicial College teaching business valuation concepts to judges. He is author of Fair Value Measurement: Practical Guidance and Implementation, 3rd ed., published by John Wiley & Sons (2019). Mr. Zyla is also the author of the course “Fair Value Accounting: A Critical New Skill for All CPAs” published by the AICPA. He is also co-author of several portfolios related to fair value measurement published by Bloomberg BNA.

Preface

Early stage valuation addresses the valuation of companies that are in the early years of their life cycle, are growing rapidly, and where most of the value is based on expectations about the future. Early stage enterprises (ESEs) include companies that may have an initial concept, design, or business plan, but not an actual product. They also include multibillion-dollar “unicorns” with significant revenue and operations that have yet to reach profitability. The valuation of an ESE that approaches an IPO or an M&A transaction is based on a mix of quantitative analysis, people insight, and intuition for the company's growth prospects.

In spite of their diversity, ESEs have unique characteristics as a group that warrant special consideration in valuation. An ESE valuation starts from a vision of the company's future. The valuation of an ESE requires a dynamic model that takes into account the change in the ESE's operations through a period of high revenue growth and up to a stage of long-term stable growth. At each stage of the company's development, the three key fundamental factors of value (the cash flows generated by the business), time (the time horizon of the projection), and risk (the cost of capital for the firm and the target return for the investors) are going to have a distinct relationship that needs to be captured in the valuation model. Many ESEs will not survive through an exit event such as an IPO or a business combination/sale. The assessment of the risk of failure is especially challenging in ESE valuation.

In this book, early stage valuation is presented under the fair value standard of Financial Accounting Standards Board, Accounting Standards Codification Topic 820, Fair Value Measurement, and International Accounting Standards Board, International Financial Reporting Standards 13, Fair Value Measurement. The fair value standard is used globally for financial reporting. It provides a common framework for the asset management industry to value investments, make asset allocation decisions, evaluate investment manager performance, and assess manager compensation. It drives the work of securities analysts in financial research organizations around the world. While the fair value standard continues to raise controversy in certain areas of implementation, particularly in the banking sector, it still represents the most comprehensive set of principles with global acceptance in valuation around the world today.

In presenting the “state of the art” in ESE valuation, this book intends to harmonize the views of venture capital investors, investment bankers, auditors, and valuation analysts. The book is conceived for a reader who is interested in a broad perspective on early stage valuation. It presents step-by-step examples that can help build fundamental analytic tools with basic algebra. Some of the methods discussed include:

Venture capital method

Scorecard methods for seed investing

Backsolve with option pricing methods

Asset accumulation method

Various methods for valuing intangible assets

Analysis using non-GAAP metrics, including ESG metrics

Calibration under various methodologies

Scenario analysis and Monte Carlo simulation

Black-Scholes-Merton option pricing model

Binomial option pricing model

There are chapters dedicated to the valuation of preferred stock, options and warrants, debt securities, and contingent consideration (earnouts and clawbacks).

In our presentation, we have considered current practice in early stage company investment, transactions, and financial reporting. We have looked at guidance from academic studies, as well as from the AICPA Accounting and Valuation Guide on the Valuation of Portfolio Company Investments of Venture Capital and Private Equity Funds and Other Investment Companies, the Appraisal Foundation, the International Private Equity and Venture Capital Valuation Guidelines, the International Valuation Standards and other sources that we list in our reference section. We have considered the documentation requirements under the Mandatory Performance Framework (MPF) for the Certified in Entity and Intangible Valuations (CEIV) Credential and the Application of the MPF for the CEIV credential. We have also considered the guidance on valuation processes and governance of the Alternative Investment Management Association.

The book provides a historical perspective on fair value and highlights how fair value principles are at the heart of our economy.

Enjoy your journey!

Introduction

Early Stage Valuation covers a broad range of valuation methods that reflect the variety of early stage enterprises (ESEs), from entities that may have just started operations to companies that have substantial revenue and have already gone through multiple rounds of venture capital financing. A recurring message throughout this book is that the approach to ESE valuation needs to follow the company's evolution and adapt to reflect the company's characteristics at each stage of development. The structure of this book consists of three parts:

Part One: Early Stage Valuation in Context lays the foundation for ESE valuation under the fair value standard and describes the main characteristics of ESEs, including their market and capital structure.

Chapter 1: Early Stage Enterprises and the Venture Capital Market introduces the definition of ESE and provides an overview of the capital markets in which ESEs operate. This chapter considers the objectives and target returns of venture capital investors and how they reconcile to the historical returns realized by ESE investments. We discuss how the venture capital market has evolved over the past decade. We identify recent trends in ESE exit strategies and valuation, considering data on M&A transactions, buyouts, and IPOs over the past decade.

Chapter 2: Fair Value Standard presents the fair value standard for financial reporting as defined in Financial Accounting Standards Board, Accounting Standards Codification 820, Fair Value Measurement (ASC 820) and International Accounting Standards Board, International Financial Reporting Standards 13, Fair Value Measurement (IFRS 13). We provide a historical overview on the development of the fair value concept, from the medieval debate on the “fair price” (justum praetium) in Franciscan and Scholastic theology through the writings of Alfred Marshall, the Railroad Rate regulation of the 1890s–1910s, and the interpretation of fair value in the wake of post–World War II economic liberalism.

We then examine the fair value definition for financial reporting under generally accepted accounting principles (GAAP) and illustrate the income, market, and asset-based valuation approaches under ASC 820/IFRS 13 as they apply to ESEs.

The last part of this chapter reviews some key reference material that we use in our analysis, with an emphasis on the most recent guidance on fair value implementation, including:

American Institute of Certified Public Accountants Accounting and Valuation Guide on the

Valuation of Portfolio Company Investments of Venture Capital and Private Equity Funds and Other Investment Companies

(the “AICPA PE/VC Valuation Guide”)

International Valuation Standards (IVS) 210,

Intangible Assets

and IVS 500,

Financial Instruments

, latest edition.

International Private Equity and Venture Capital Valuation Guidelines: latest edition (the “IPEV Guidelines”)

Appraisal Foundation: VFR Valuation Advisory #4,

Valuation of Contingent Consideration

(“VFR #4”)

Alternative Investment Management Association:

Guide to Sound Practices for the Valuation of Investments

(2018).

Financial Instruments Performance Framework (FIFP) for the Certified in the Valuation of Financial Instruments (CVFI) Credential

Mandatory Performance Framework for the Certified in Entity and Intangible Valuations (CEIV) Credential and Application of the Mandatory Performance Framework for the CEIV Credential (collectively the MPF)

We also include some less recent sources that are also relevant for ESE valuation and that we have used in various chapters of this book. More references can be found in our selected Reference section at the end of the book.

Chapter 3: Capital Structure discusses the capital structure of ESEs, which are often complex structures with multiple classes and series of securities. We consider the most common features of common stock, preferred stock, options, and option-like instruments, debt and hybrid instruments such as simple agreements for future equity (SAFE) and keep it simple securities (KISS). We discuss economic rights of preferred stock, including liquidation, antidilution, participation, conversion, dividend and redemption rights, as well as noneconomic rights such as registration, voting, board composition, drag along, preemptive, first refusal, tag-along, management and information rights. We provide practical examples of antidilution provisions and various types of liquidation preferences and insights into how these rights may play out in valuation depending on the company's exit strategy.

Part Two: Enterprise Valuation illustrates the valuation of an ESE at the level of the overall enterprise. Most ESEs do not have debt in their capital structure or have debt with equity features (convertible debt). In this context, the enterprise value of the firm will coincide with its equity value.

Chapter 4: Seed Stage Valuation and the Venture Capital Method presents an overview of valuation of ESEs in their initial stages up to their Series A funding with venture capital financing.

We review the market for seed investing and the role that angel investors play in providing seed capital. We introduce the concepts of premoney and postmoney valuation and provide examples of how postmoney valuation is affected by a company's capital structure. We illustrate how an “up” round where the postmoney valuation of a company increases may actually be a “down” round from the perspective of an individual investor whose interest has been diluted by the addition of new investors into the company.

We walk through some of the scorecard methodologies that are used in the earliest stages of seed investing, including the Payne Scorecard, the Risk Factor Summation Model, the Berkus method, and the Modified Berkus method. Most of the chapter is dedicated to the Venture Capital (VC) method, which is a common approach to valuation for negotiating new stakes in portfolio company deals. One of the challenges of the VC method is how to reconcile the “Target Returns” that VC investors aspire to in entering into a new deal (typically 30% or above), with the “Required Returns” that investors expect to achieve based on the historical evidence of venture capital fund returns (typically in the 15–25% range). In this chapter we show some practical examples of how, given the (1) time horizon, (2) projected exit value for the deal, (3) expected risk of failure, and (4) the expected dilution percentage over the term to exit, an investor can determine the ownership percentage that needs to be negotiated in order to achieve its Required Return in a specific deal.

We conclude the chapter with an illustration of the First Chicago Method by applying a simple scenario analysis to the valuation of a company in the seed stage.

Chapter 5: The Backsolve Method is a common method under the market approach to estimate enterprise value based on the price of a recent transaction in the company's own securities. Chapter 5 walks through a case study in the implementation of the Backsolve method based on Case Study 10 of the AICPA PE/VC Valuation Guide. The chapter explores how to apply the Backsolve method in combination with an option pricing model (the “OPM Backsolve Method”) to a company with a complex capital structure.

We discuss how secondary transactions can be factored into the reference price that is used as the starting point of the valuation. Finally, we illustrate how to estimate the volatility of the company's equity, which is a key input in the OPM model.

Chapter 6: Discounted Cash Flow Method is dedicated to the Discounted Cash Flow method (the DCF Method or DCF), which is a cornerstone of the income-based approach. Of all the valuation techniques discussed in this book, the DCF method is the one that has the greatest variety of applications and is also the most controversial in terms of its ESE implementation. A DCF model can provide an appropriate methodology for ESE valuation for companies that already have an established revenue stream, especially when recent transactions in the company's securities are not available or the transaction prices that are available are not indicative of fair value (for instance, a related party transaction at other-than-market terms).

It is common practice in a DCF model to use a single discount rate throughout the projection period. In this chapter, we present a dynamic DCF model that includes three stages of development: a high growth period with revenue growth and discount rates significantly above industry average (Years 1–5 in our example), a stable growth phase (Years 10-plus) where revenue growth rates are in line with the risk-free rate and the discount rate is in line with industry averages, and an intermediate declining growth stage where revenue growth and the discount rate gradually converge to their stable growth values.

In our model, the high-growth stage is based on management's projections of revenue and cash flow amounts. The stable growth stage reflects the company's capital structure, revenue growth rate, operating margin, tax rate, depreciation, and reinvestment rate based on the analyst's long-term “vision” of the company. The intermediate or declining growth stage is formula-driven.

Most of the ESE value depends on the terminal value that results from the analyst's estimates and assumptions in the stable growth stage. The chapter uses the Gordon Growth Model to estimate the terminal value of the company at the end of the projection period. In practice, multiples of revenue or earnings are often used and are also consistent with the guidance in the AICPA PE/VC Valuation Guide and the IPEV Guidelines.

Other sections of the chapter discuss:

How to estimate the cost of capital using the Build-Up method, the “pure” CAPM method, the diversification-adjusted CAPM, and the CAPM with additional risk premia

How to treat the risk of failure in the context of DCF valuation

How to incorporate changes in capital structure in three stages

How to estimate the reinvestment rate that is needed to sustain growth

How to reconcile the results of the DCF model with the postmoney valuation under the Venture Capital method

Use of calibration at subsequent measurement

Documentation best practices based on the guidance provided by the MPF.

Chapter 7: Asset Accumulation Method presents the Asset Accumulation Method (AAM) as an example of an asset-based approach in ESE valuation and highlights the relevance of intangible assets as drivers of valuation. In this chapter, we identify the most common categories of intangibles that can be found in ESEs, and discuss some of the more common methods for valuing intangible assets under ASC 820/IFRS 13, including:

Multiperiod Excess Earning Method

Royalty Relief Method

Replacement Cost Method Less Obsolescence

Real option pricing

With and Without Method

We provide an example of implementation of the AAM for an ESE that emphasizes forward-looking information alongside historical, cost-based information in the valuation of intangible assets. We discuss the advantages and limitations of the AAM versus the methodologies under the market- and income approach.

Chapter 8: Non-GAAP Metrics in ESE Valuation provides an overview of non-GAAP metrics that can be used in valuation to assess the performance of an ESE relative to its targets, evaluate its prospects and trends toward profitability, and in some cases, build a more formal model for enterprise valuation. We break out non-GAAP metrics into two categories: non-GAAP financial measures, which are derived by adjusting GAAP financial statement accounts by adding or removing GAAP components, and “Other Metrics,” which include elements that are outside the scope of the financial statements. Other metrics discussed in this chapter include:

Number of customers

Number of active users

Bookings

Revenue run rate

Revenue per user

Annual recurring revenue

ESG metrics

The chapter includes a sample model for ESE valuation that uses the value of current users, new users, and general corporate expenses to estimate the value of the enterprise.

Part Three: Valuation of Financial Instruments focuses on the methodologies for allocating enterprise value to preferred and common stock in an ESE, and on the valuation of other interests in a company, such as options and warrants, convertible debt, and contingent consideration (earnouts and clawbacks).

Chapter 9: Allocation of Enterprise Value presents the methodologies for allocating enterprise value to preferred and common stock based on the guidance in the AICPA PE/VC Valuation Guide and in the IPEV guidelines. We illustrate the simplified bimodal scenario, full-scenario, and the relative-scenario approaches, as well as the hybrid approach and the current value method.

Chapter 10: Valuation of Options and Warrants presents the valuation of options and warrants in an ESE. We walk through the details of the Black-Scholes-Merton (BSM) option model and show an example of how a call option can be valued using the BSM option model and the binomial lattice model. We discuss how to estimate the volatility of preferred and common stock using an OPM enterprise valuation model. Finally, we address the dilution effect that is typically associated with warrants and how it is reflected in warrant valuation.

Chapter 11: Valuation of Debt Securities is dedicated to the valuation of ESE convertible debt. After a review of the basic principles in debt valuation, we walk through an example of a convertible note that shows how to break out the valuation of the embedded option component from that of the “pure” debt component valued using the yield method. We also show how debt can be valued as if it were a special class of preferred stock with senior liquidation preferences relative to all other classes in an OPM model for the enterprise. We present an example of a convertible bond valuation using calibration and we provide a step-by-step example of the valuation of a convertible bond using a binomial lattice model. We then focus on bridge notes, which are a type of convertible debt that is common in ESE capital structures. We present an example of the valuation of bridge notes on an as-if converted basis (assuming the note gets converted into preferred stock at the next round), and of bridge notes with warrants attached. We add some considerations on the valuation of debt using broker quotes (an unusual circumstance in ESE valuation) and conclude with a discussion of how to treat debt in the context of equity valuation.

Chapter 12: Valuation of Contingent Consideration is dedicated to the valuation of earnouts and clawbacks that may result from M&A and buyout transactions. The purchase price of an ESE in an M&A or buyout transaction often includes a component that is dependent on the future performance of the company. A VC fund that sells an interest in an ESE, for instance, may have to recognize an earnout in its portfolio of assets with changes in fair value recorded as capital gains or losses until the contingency event is resolved. In this chapter, we address the valuation of contingent consideration based on the guidance provided by the Appraisal Foundation in VFR #4 as well as in the AICPA PE/VC Valuation Guide. We provide detailed examples of how contingent consideration in the form of earnouts (assets for the seller) and, less frequently, clawbacks (liabilities for the seller) can be valued using a probability-weighted discounted cash flows model, an option pricing model, and Monte Carlo simulation. In particular, we provide examples of the valuation of contingent consideration in the presence of:

Technical milestones with binary outcomes

Simple linear payoff structures

Linear payoff structures with floor

Linear payoff structures with floor and cap

Systematic binary structures

References conclude the book with a selected list of references that identify the main sources that we have used in our analysis, including FASB and IASB provisions, guidance from the AICPA, the Appraisal Foundation, the International Valuation Standards Council and other professional organizations, SEC filings, reports from data service providers, and research literature in the field.

PART OneEarly Stage Valuation in Context

CHAPTER 1Early Stage Enterprises and the Venture Capital Market

Early stage enterprises (ESEs) consist of private companies that are in the early years of their life cycles and have yet to reach profitability. ESEs include a broad range of entities, from companies that have an initial concept, design, or business plan but not necessarily an actual product, to multibillion-dollar enterprises with significant revenue and operations. Most recently, a surge of capital from investors and strategic partners has enabled some ESEs to reach unprecedented sizes and access the public markets while still in the process of developing sustainable commercial operations. The range of players in the venture capital (VC) markets has expanded to include a variety of institutional investors, high net worth individuals, foreign investors, and corporate players. According to a recent study, global VC assets under management (AUM) have passed the $850 billion mark, representing an estimated 14% of the global private capital industry.1 The VC market involves a global community of players, with the United States leading the way in terms of investment activity (7 out of 10 VC investment firms are U.S.-based) and other regions expanding quickly, most notably China.2 In a scenario of low interest rates, and with substantial cash at their disposal, investors are competing to enter into the high growth opportunities that ESEs can provide, pushing down the cost of capital and enhancing liquidity. In spite of their diversity, ESEs have unique characteristics as a group that warrant special consideration in valuation. In this chapter, we consider some of the characteristics that distinguish ESEs from other types of companies. We provide an overview of the VC market and ESE exit strategies, and we highlight some recent market trends that are of special relevance in ESE valuation.

CHARACTERISTICS OF EARLY STAGE ENTERPRISES

Stage of Development

The early years in a company's life cycle are often broken out in three stages of development:

Seed stage/angel stage:

Commercial operations are being established, there is little or no product revenue and little expense history. Seed capital is typically provided by friends and family or “angel” investors. Financing consists of relatively small investments (often less than $100,000) summing up to rounds that are generally in the $0.2 million–$3 million range.

Early VC stage/start-up stage:

The company has started operations and is building up its management team. The ESE has revenues, but operating expenses are significantly higher than revenues. Losses are driven by research and development expenses and by product development costs. The company has its early VC rounds of Series A and Series B financing. It may also attract the attention of strategic investors that are interested in the synergies that the company may bring to their own operations. As the company develops, it may become a suitable candidate for a merger and acquisition (M&A) or buyout exit transaction.

Later VC stage:

The company has high revenue growth and may have substantial revenue but continues to generate losses and has negative cash flows from operations. The investment in research and development is substantial; marketing expenses may also be significant and offset any incoming operating cash flows. The company engages in new rounds of financing (Series C, D, E, etc.). As it continues to grow, it may start looking at an IPO or M&A exit. As the company develops, revenue growth subsides, operating margins improve, and the company approaches self-sustaining operations.

As a company proceeds through its early-stage development, the risks associated to its future cash flow stream decrease, its likelihood of survival increases, and its valuation increases.3