Professional Documents
Culture Documents
Contents
Foreword 3
Lifecycle of early stage companies 5
Stages of funding 7
Valuation methods 9
Valuation of complex securities 15
Sources 21
4 Valuation of early stage (Start-up) companies
Foreword
Navin Vohra
Partner India Head - Valuation, Modeling and Economics
Strategy and Transactions
Limited Losses
historical High cash Founders’
or limited
financial burn credentials
data profits
The ECCI sector has had multiple waves of entrepreneurship but it was in the last decade when the inflow of large
amounts of capital from marquee global investors made its way to Indian shores and cemented itself as one of the most
exciting destinations and area of innovation and disruption.
1
• India currently has over 504 million internet users, however digital transactions are still low and this provides for a
massive opportunity for growth and expansion for ECCI companies.
2 3
• As at 30 June 2020, India has 24 Unicorns in the ECCI sector with average valuation of US$3.5 billion. It is
4
expected that 52 ECCI companies in India are potential unicorns. It typically takes approximately five to seven
years for an ECCI company to become a Unicorn in India, which is ahead of USA (six to eight years) but is a step
behind China (four to six years).
5
• In 2019, India was positioned at 52nd rank in Global Innovation Index with Bengaluru ranking amongst top three
cities globally for launch of tech ECCI companies.
6
• India’s e-commerce market has reached US$200 billion in 2019. It has a significant avenue to provide employment
and building micro-entrepreneurship in the country.
2009
1994 - onwards
Digital
2002 Support and
payment COVID-19
Smartphone wave
9
stimulus Improved
acceptance (pandemic
by govt. digital literacy
Uber and Airbnb in US infra- situation)
programs
structure
Ola and Oyo Rooms in India
6 Valuation of early stage (Start-up) companies
01
Lifecycle of early stage
companies
10.1%
Others
Valuation of early stage (Start-up) companies 7
4 5
2 3 Maturity
stage
1
Scale-up
• Exit / IPO /
stage M&A
Growth stage • Repeatable
user
• Early traction acquisition
Seed funding
• Loyal • New growth
customer base channels
• Early revenue
Idea validation • Series A, B • Series C and
• Self funding rounds of above rounds
• Idea • Funds from funding of funding
formulation friends /
family/crowd
• Idea validation
• Angel
• Prototype
investment
• Minimum
viable product
10
Lifecycle of an early stage company
8 Valuation of early stage (Start-up) companies
02
Stages of funding
Valuation of early stage (Start-up) companies 9
Stages of funding
1 2 3
VCs, PEs, acquisitions / mergers and
Angels, friends and family Early stage
strategic alliance / IPO
Time
10
Phases of funding
10 Valuation of early stage (Start-up) companies
03
Valuation methods
Valuation of early stage (Start-up) companies 11
Valuation methods
The core of valuing a start-up always revolves around the earnings that the company is able to generate. The following methods
are often used by angel investors/ venture capitalists to estimate the value while making the investment/divestment decisions.
Some of these methods borrow concepts from traditional valuation approaches. It should be noted that for valuation for financial
reporting, other methods such as calibration, back solve, etc. are used.
Berkus
4 3
Venture Risk factor
capital summation
• Employs a forecasted terminal
value and an expected return from • Combination of
investor to determine pre-money Scorecard and Berkus
and post money valuation method
Valuation methods
The Berkus method of valuing a start-up gives value to those elements of progress made by the entrepreneur or team that reduces
the risk of success. The method assigns a range of values as the company begins to make progress.
Limitation(s): Once a company starts generating revenue, this method is no longer applicable as everyone would use actual
revenues to estimate the company value.
This method compares the target company to typical angel-funded start-up ventures in similar stage of development, business
and region. Thereafter this method adjusts the average valuation of selected companies to establish a pre-money valuation of the
target company.
Limitation(s):
Valuation methods
• Risk factor summation method is a combination of Berkus and score card method with the analysis of a wider set
of risk factors.
• This method forces investors to think about the various types of risks which a particular venture must manage in
order to achieve a lucrative exit.
Very positive +2
Positive +1
Neutral 0
Negative -1
Very negative -2
Total +5
Value of assigned points (Each point is assigned a value of US$ 0.25 million ) [a] US$ 1.25 million
Limitation(s):
Valuation methods
• The Venture capital method entails forecasting a future value (e.g., three years from the present) and
discounting that terminal value back to the present by applying a high discount rate.
• This method is useful for valuations of pre-revenue companies where it is easier to estimate a potential exit value
once certain milestones are achieved.
• For example, let us assume that a health tech company is expected to have a revenue of US$ 25 million after
three years and the price to revenue multiple is 4x for a similar publicly listed company, this would mean the
value at the end of three years is 25 * 4 = US$ 100 million.
• This value of US$ 100 million should be discounted to present value using a venture capital expected rate of
return, say 25%, i.e., 100/(1+25%)^3 = 51.2. This is the post money valuation. If the investor would invest say
US$ 10 million , then the pre-money valuation is US$ 41.2 million.
Particulars Value
Table 5
Limitation(s):
• Anticipation of exit value based on expected financial outcomes or milestones to be achieved in the forecast
period is a subjective assumption.
• Determination of ROI is another subjective assumption as it is based on the perceived risk of a given investor and
can produce varying results between investors.
Valuation of early stage (Start-up) companies 15
Valuation methods
• The First Chicago method was developed by the venture capital arm of the First Chicago bank.
• This method is a combination of discounted cash flow and multiple-based approach. It evaluates the risk involved
in forecast cash flows using various scenarios viz. “Base case”, “Best case” and “Worst case”.
Particulars
(US$ million) (US$ million) (US$ million)
Revenue as at Year 0 10 10 10
Limitation(s):
• Application of a constant revenue growth through the entire discrete period may not be a true representative on
how a business may grow.
16 Valuation of early stage (Start-up) companies
04
Valuation of complex
securities
Valuation of early stage (Start-up) companies 17
• Generally, start-ups are funded through a blend of equity stocks and preferred stocks that have the properties
of both debt and equity such as compulsorily / optionally convertible preference shares, etc. Issuing complex
instruments help companies to attract a wider variety of investors with different needs and temperaments. It is
therefore important to understand the valuation of these complex securities to value the overall start-up.
• Typically, a preference shareholder’s investment is protected by liquidation preference right as it gives first
priority to preferred stakeholders over common stock holders at the time of distribution. However, if the
valuation of company is higher than the entry valuation of preferred shareholder then, the investor may convert
into equity shares.
• Further, if subsequent investment occurs at lower valuation, the preferred shareholder stake is protected from
getting diluted through anti-dilution right. This right results in automatic readjustment of the original conversion
ratio of preferred stock to common stock.
• Issuance of multitude of such instruments (including convertible preference shares, convertible debentures, etc.)
create a complex capital structure. Given that rights of different classes of instruments are different, therefore,
valuation of equity interests in complex instrument requires complex approaches rather than distributing the
value on a purely pro-rata basis.
• Valuation of privately held equity securities issued by AICPA provides the following widely accepted valuation
methods for allocation of equity value among different classes of shares:
• Current value method (CVM)
• Probability-weighted expected return method (PWERM)
• Option pricing method (OPM)
• Typically, compound instruments enjoy a liquidation preference over the equity shares, i.e., priority over equity in
receiving value in case of certain events.
• Further, the value of liquidation preference is different across different series, with each latter series of
preference shares progressively enjoying priority over equity shares in the proportion to liquidation preference.
Hence, compound instruments needs to be valued differently.
Illustration: How liquidity preference works and impact on the value of the securities:
A privately held company, Sample Private Limited (Sample), has following classes of shares:
• 1 Series A convertible preference share, convertible into equity in the ratio of 1:1 with liquidation preference
of INR500; and
• 1 equity share.
Then the distribution of the overall equity value of the company will happen in the following manner:
200
0 100 Preferred shareholder
Equity shareholder
• These rights gives provides a characteristics of both a bond and shares to convertible preferred shareholders,
wherein the investor has first right on capital, till the protection amount. If the equity value of the subject
company Is higher than the liquidation preference amount, the investor can convert the its convertible shares to
equity shares and enjoys the equity upside.
• Below is the graphical presentation of payoff of a typical preference share.
400
400
300
300
200
200
100
100
0
0
200
400
600
800
1000
1200
1400
1600
1800
2000
0
200
400
600
800
1000
1200
1400
1600
1800
2000
0
1100
1000
900
800
700
600
500
400
300
200
100
0
100
200
300
400
500
600
700
800
900
0
1000
1100
1200
1300
1400
1500
1600
1700
1800
1900
2000
Factoring multiple
and vary across a range of possible
tranches with valuation for each tranche
outcomes
dependent on multiple conditions add to
Determining cash complication
flows is complicated:
dependent on
multiple conditions
in contracts,
agreements, rights
offered to other
classes, etc.
Valuing complex
securities
Highly structured instruments
• There are three methods of valuing a compound instruments which are internationally acceptable.
• CVM allocates equity value to various class of shares based on their liquidation preferences or conversion values,
whichever is greater.
• This approach is useful where the enterprise is going for an immediate sale or the enterprise is at such stage of
development that no material progress has been made on the enterprise’s business.
Limitation:
• It is not forward looking and fails to consider the option-like payoffs of the share classes.
• In absence of a liquidity event, the method fails to consider the possibility that the value of the enterprise will
increase or decrease between the valuation date and the date at which common stockholders will receive their
return on investment.
• PWERM considers the value of preferred and ordinary shares based upon an analysis of expected future equity
values assuming various future outcomes, including IPO, dissolutions or continued operation as a private
company.
• This approach is useful where the enterprise is close to an exit and does not plan to raise additional capital.
Further, this approach is more appropriate when the time to liquidity event is short, making it easier to predict the
range of possible future outcomes.
Limitation:
• Involves complex construction of probability models and depend heavily on subjective assumptions.
• It is not appropriate to value option like payoffs.
• OPM considers preferred and ordinary shares as the call options on total shareholders’ equity value, giving
consideration to the rights and preferences of each class of equity shares.
• OPM is the most appropriate method to use when specific future liquidity events are difficult to forecast.
• This approach recognizes the options like pay-off of the various class of shares.
Valuation of early stage (Start-up) companies 21
22 Valuation of early stage (Start-up) companies
2
Source
Tracxn
3
EY Analysis
4 The Wire
Navin Vohra
Partner India Head - Valuation, Modeling and Economics
Strategy and Transactions
Email: Navin.Vohra@in.ey.com
Parag Mehta
Partner
Strategy and Transactions
Email: Parag.Mehta@in.ey.com
Amish Mehta
Partner
Strategy and Transactions
Email: Amish.Mehta@in.ey.com
Arun Rathnam
Director
Strategy and Transactions
Email: arun.rathnam@in.ey.com
Atul Gupta
Vice President
Strategy and Transactions
Email: atul.g@in.ey.com
24 Valuation of early stage (Start-up) companies
Our offices
Valuation of early stage (Start-up) companies 25
Chennai Kochi
Tidel Park, 6th & 7th Floor 9th Floor, ABAD Nucleus
A Block, No.4, Rajiv NH-49, Maradu PO
Gandhi Salai Kochi - 682 304
Taramani, Chennai - 600 113 Tel: + 91 484 433 4000
Tel: + 91 44 6654 8100
26 Valuation of early stage (Start-up) companies
About EY
Ernst & Young Merchant Banking Services LLP (LLP Identity No. AAO-2287) is a
Limited Liability Partnership registered under The Limited Liability Partnership Act,
2008 having its registered office at The Ruby, 14th Floor, 29 Senapati Bapat Marg,
Dadar West, Mumbai – 400028.
© 2020 Ernst & Young Merchant Banking Services LLP. Published in India.
All Rights Reserved.
EYIN2011-022
ED None
RS1
ey.com/in
@EY_India EY EY India EY Careers India @ey_indiacareers