MF8830: Entrepreneurial Finance and Venture Capital Midterm Review QianqianYu Boston College April 9, 2016 The list of problems we will cover Problem Set I: Problems 5 and 6 Assignment 7: Problem 2 Assignment 2: Problem 9 Assignment 3: Problem 6 Problem Set II: Problem 1 A problem on convertible securities and term sheets 1 Problem Set I: Question 5 GCL Industries is an industrial conglomerate undergoing restructuring. As part of its restructuring program GCL is considering the sale of its low growth Whiftall unit. Whiftall is in the high volume-low margin meatpacking business. Whiftall’s volume sales are expected to decline in the future and its long-term growth of dollar sales was not expected to exceed 3% per year. GCL wants to estimate the price it may get for Whiftall as of January 1, 1993. Exhibit 1 contains operating projections for Whiftall. Other data are presented in Exhibit 2. Given the uncertainty associated with this evaluation, the CFO of GCL would like to base the estimation on two alternative valuation approaches. 2 Problem Set I: Question 5 Exhibit 1. Whiftall Unit – 1993-1997 Projections 1992 1993 1994 1995 1996 1997 -------------------------------------------------------------------------------(million $) Sales 2,223.2 2,245.6 2,284.2 2,308.0 2,550.0 2,616.7 Operating marg. 1.12% 1.14% 1.16% 1.20% 1.20% 1.20% EBIT 24.9 25.6 Depreciation 32.0 32.6 34.2 30.9 30.0 30.0 CAPEX + WC incr. 38.2 40.2 40.0 30.5 30.0 30.0 Exhibit 2. Miscellaneous data -----------------------------------------------------------------------------------------------------------Corporate tax rate: 40% GCL estimates that the buyer can finance the acquisition with 45% debt, which can be raised at 11%. The beta of companies in Whiftall industry with similar capital structures is 1.33. The yield on long-term government bonds is 7.52% and the equity risk premium over the government rate for small cap firms is estimated at 6%. Valuation multiple: An examination of comparable companies yielded an average EBIT multiple equal to 7.25 times current (1992) EBIT. 3 Problem Set I: Question 5 The CFO of GCL would like to base the estimation on two alternative valuation approaches as of January 1, 1993 (the end of 1992). 1. PE multiple approach: EBIT in 1992=24.9; P/E=7.25 in 1992 Firm Value=24.9*7.25=180.5 2. Discounted cash flow approach: Free cash flow is known up to 1997 Discount rate is determined by the riskiness of the business and how the buyer financed the acquisition. Assumption for FCF beyond 1997: If the long-term growth of Whiftall is expected to be similar to that of comparable companies, then their EBIT multiple can be used. 4 Problem Set I: Question 5 Discount rate: depends on how the acquirer financed the transaction. WACC = (D/V)(1 - T)RD +(E/V)RE Debt Equity WACC WACC (%) Weight Before-tax After-tax Weighted cost cost cost -------------------------------------------------------------------------45.00% 11.00% 6.60% 2.97% 55.00% 15.50% 15.50% 8.53% ----------11.50% 5 Problem Set I: Question 5 EBIT=Sales × Operating Margin FCF: EBIT(1-Tax Rate) + Depreciation & Amortization - Change in Net Working Capital - Capital Expenditure 1993 -----EBIT 25.6 Minus taxes (40%) 10.2 -----15.4 Plus depreciation 32.6 -----48.0 Minus CAPEX (& WC inc.) 40.2 -----Free cash flow 7.8 PV {FCF @ 11.5%} 1994 ------26.5 10.6 ------15.9 34.2 ------50.1 40.0 ------10.1 1995 ------27.7 11.1 ------16.6 30.9 ------47.5 30.5 ------17.0 1996 -----30.6 12.2 -----18.4 30.0 -----48.4 30.0 -----18.4 1997 -----31.4 12.6 -----18.8 30.0 -----48.8 30.0 -----18.8 50.2 6 Problem Set I: Question 5 Assumption about residual value: If the long-term growth of Whiftall is expected to be similar to that of comparable companies, then their EBIT multiple can be used. Terminal Value (or Residual value): 31.4*7.25=227.7 (EBIT*P/E ratio) PV of the residual value = 132.1 (Terminal Value discounted at 11.5%) Value of the firm: PV(FCF)+PV(Terminal Value)=50.2+132.1=182.3 1993 -----EBIT 25.6 Minus taxes (40%) 10.2 -----15.4 Plus depreciation 32.6 -----48.0 Minus CAPEX (& WC inc.) 40.2 -----Free cash flow 7.8 PV {FCF @ 11.5%} 50.2 Terminal EBITx 1997 market capital PV {’97 market capital} 132.1 ------1/93 Firm Value 182.3 ------- ($ million) 1994 1995 ------------26.5 27.7 10.6 11.1 ------------15.9 16.6 34.2 30.9 ------------50.1 47.5 40.0 30.5 ------------10.1 17.0 1996 -----30.6 12.2 -----18.4 30.0 -----48.4 30.0 -----18.4 1997 -----31.4 12.6 -----18.8 30.0 -----48.8 30.0 -----18.8 7.25 227.7 7 Problem Set I: Question 6 A prospective buyer of Whiftall would like to finance the acquisition entirely with equity capital and not use debt financing in the future. The buyer would like to determine the maximum price to pay for Whiftall. The buyer estimates that the cost of equity of companies with 45% debt ratio is about 15.5%, including a risk premium based upon a beta coefficient of 1.33 and a market risk premium of 6%. Furthermore, the government bond rate is 7.52% and the corporate tax rate is 40%. Value the market capital of Whiftall under this financial structure. Is the result different from that obtained on Problem 5? 8 Problem Set I: Question 6 We will use equity cash flow approach to value this firm. Since this is an all equity firm, equity cash flow (ECF) is equal to free cash flow (FCF), which is the same as what we calculated in Question 5. Equity cash flows are discounted at the cost of equity to get equity value. Note when you compute: Cost of equity (discount rate): Riskiness of business is the same Capital structure is different Terminal value: FCF approach Multiple approach (problems?) 9 Problem Set I: Question 6: Discount Rate Beta of equity for a levered firm (with 45% debt and 55% equity) is 1.33 Use the formula for unlevered beta: 1 U E D 1 (1 t ) E Therefore, the unlevered beta is: 1 U 1.33 0.89 0.45 1 (1 0.4) 0.55 The discount rate (cost of equity) ku is: ku rf u equity risk premium =7.52%+0.89 6% =12.86% 10 Problem Set I: Question 6: Residual Value Assume ECF (same as FCF) grows at a constant rate, 3%, which is the growth rate for sales, after 1997. Residual equity=FCF 1 g 1.03 18.8 196.4 kg 0.1286 0.03 Why not multiple approach? The capital structure is different in this case, so we cannot simply use the multiple 7.25 in this question. 11 Problem Set I: Question 6: Final Answer 1993 -----EBIT 25.6 Minus taxes (40%) 10.2 -----Net income 15.4 Plus depreciation 32.6 -----Cash flow 48.0 Minus CAPEX (& WC inc.) 40.2 -----Free cash flow 7.8 To equity (ECF) PV {ECF @ 12.86%}* 1997 residual equity PV {’97 equity} 1/93 value of equity Debt Firm Value 1994 ------26.5 10.6 ------15.9 34.2 ------50.1 40.0 ------10.1 1995 ------27.7 11.1 ------16.6 30.9 ------47.5 30.5 ------17.0 1996 -----30.6 12.2 -----18.4 30.0 -----48.4 30.0 -----18.4 1997 -----31.4 12.6 -----18.8 30.0 -----48.8 30.0 -----18.8 48.27 196.4** 107.26 --------155.53 0.00 --------155.53 12 Assignment 7: Problem 2 of Chapter 9 in LM [Sustainable Growth Rates] Petal Providers Corporation opens and operates “mega” floral stores in the U.S. The idea behind the super store concept is to model the U.S. floral industry after its European counterparts whose flower markets generally have larger selections at lower prices. Petal Providers Corporation is interested in estimating its sustainable sales growth rate. Last year revenues were $1 million, the net profit was $50,000, the investment in assets was $750,000, payables and accruals were $100,000, and equity at the end of the year was $450,000 (i.e., beginning of year equity of $400,000 plus retained profits of $50,000). The venture did not pay out any dividends and does not expect to pay dividends for the foreseeable future. 13 Assignment 7: Problem 2 of Chapter 9 in LM A. Estimate the sustainable sales growth rate for Petal Providers based on the information provided in this problem. Sustainable growth rate is the rate supported without external equity capital (i.e., through the retention of profits). g E Ending E Beginning E Beginning 450,000 400,000 12.5% 400,000 Or: g = (Net Income/Common equity beginning) x Retention rate = 50,000/400,000 x 1.00 = .125 x 1.00 = .125 = 12.5% Retention rate is equal to 1 as the venture does not expect to pay dividends. 14 Assignment 7: Problem 2 of Chapter 9 in LM B. How would your answer in Part A change if economic growth is average (30%) and Petal Providers’ net profit margin is 7 percent? Note (Historical View): The 12.5% sustainable growth rate in Part A is based on last year’s operating performance and financial policy relationships holding for this year. If we just revise last year’s operating and financial relationships to reflect a net profit margin increase from 5% to 7%, we would have: Net income = 1,000,000 x .07 = 70,000 Other operating performance and financial policy relationships are assumed to remain the same g = [(400,000 + 70,000) – 400,000]/400,000 = 70,000/400,000 = 17.5% 15 Assignment 7: Problem 2 of Chapter 9 in LM Note (Forward-Looking View): If sales grow at 30% (average economic growth rate, which is mentioned in Problem 1 of Assignment 7) this year to $1,300,000 ($1,000,000 x 1.30), Petal Providers will need to improve its operating performance, change its financial policies, and/or obtain additional equity funds to support the “gap” between a forecasted growth rate of 30% and the 12.5% sustainable growth rate calculated in Part A. Looking forward and assuming the 30% sales growth rate can be funded this year and the asset turnover ratio will remain the same, the sustainable sales growth rate for next year can be estimated as follows: 16 Assignment 7: Problem 2 of Chapter 9 in LM Expected sales = 1,000.000 x 1.30 = 1,300,000 Expected net income = 1,300,000 x 7% = 91,000 Expected total assets = 750,000 x 1.30 = 975,000 Expected retained profit = 91,000 x 1.0000 = 91,000 Beginning equity this year (last year’s ending equity) = $450,000 g = [(450,000 + 91,000) – 450,000]/450,000 = 91,000/450,000 = .2022 = 20.22% 17 Assignment 7: Problem 2 of Chapter 9 in LM Or use the expanded model: NI NS TA g RR NS TA CEbeg 91, 000 1,300, 000 975, 000 1 1,300, 000 975, 000 45, 000 20.22% 18 Assignment 2: Problem 9 of LM Chapter 6 9. [Cash Conversion Cycle] Castillo Products Company, described below, improved its operations from a net loss in 2012 to a net profit in 2013. While the founders, Cindy and Rob Castillo, are happy about these developments, they are concerned with trying to understand how long the firm takes to complete its cash conversion cycle in 2013. Balance sheet items should reflect the averages of the 2012 and 2013 accounts. 19 Assignment 2: Problem 9 of LM Chapter 6 A. Calculate the inventory-to-sale conversion period for 2013. Inventory-to-Sale Conversion Period = Avg. Inventory/Avg. Daily COGS = (($400,000 + $500,000)/2)/($900,000/365) = 182.50 days Income Statement 2012 2013 Net Sales $900,000 $1,500,000 Cost of Goods Sold 540,000 900,000 Gross Profit 360,000 600,000 Marketing 90,000 150,000 General & Administrative 250,000 250,000 Depreciation 40,000 40,000 EBIT -20,000 160,000 Interest 45,000 60,000 Earnings Before Taxes -65,000 100,000 Income Taxes 0 25,000 Net Income (Loss) -$65,000 $75,000 Balance Sheet 2012 Cash $50,000 Accounts Receivables 200,000 Inventories 400,000 Total Current Assets 650,000 Gross Fixed Assets 450,000 Accumulated Depreciation -100,000 Net Fixed Assets 350,000 Total Assets $1,000,000 2013 $20,000 280,000 500,000 800,000 540,000 -140,000 400,000 $1,200,000 20 Assignment 2: Problem 9 of LM Chapter 6 B. Calculate the sale-to-cash conversion period for 2013. Sale-to-Cash Conversion Period = Avg. Receivables/Avg. Daily Sales = (($200,000 + $280,000)/2)/($1,500,000/365) = 58.40 days Income Statement 2012 2013 Net Sales $900,000 $1,500,000 Cost of Goods Sold 540,000 900,000 Gross Profit 360,000 600,000 Marketing 90,000 150,000 General & Administrative 250,000 250,000 Depreciation 40,000 40,000 EBIT -20,000 160,000 Interest 45,000 60,000 Earnings Before Taxes -65,000 100,000 Income Taxes 0 25,000 Net Income (Loss) -$65,000 $75,000 Balance Sheet 2012 2013 Cash $50,000 $20,000 Accounts Receivables 200,000 280,000 Inventories 400,000 500,000 Total Current Assets 650,000 800,000 Gross Fixed Assets 450,000 540,000 Accumulated Depreciation -100,000 -140,000 Net Fixed Assets 350,000 400,000 Total Assets $1,000,000 $1,200,000 21 Assignment 2: Problem 9 of LM Chapter 6 C. Calculate the purchase-to-payment conversion period for 2013. Purchase-to-Payment Conversion Period = (Avg. Payables + Avg. Accruals)/Avg. Daily CGS = (($130,000 + $160,000)/2 + ($50,000 + $70,000)/2)/($900,000/365) = 83.14 days Balance Sheet 2012 Cash $50,000 Accounts Receivables 200,000 Inventories 400,000 Total Current Assets 650,000 Gross Fixed Assets 450,000 Accumulated Depreciation -100,000 Net Fixed Assets 350,000 Total Assets $1,000,000 2013 $20,000 280,000 500,000 800,000 540,000 -140,000 400,000 $1,200,000 Accounts Payable $130,000 Accruals 50,000 Bank Loan 90,000 Total Current Liabilities 270,000 Long-Term Debt 300,000 Common Stock ($.05 par) 150,000 Additional Paid-in-Capital 200,000 Retained Earnings 80,000 Total Liab. & Equity $1,000,000 $160,000 70,000 100,000 330,000 400,000 150,000 200,000 120,000 $1,200,000 Income Statement Net Sales Cost of Goods Sold Gross Profit Marketing General & Administrative Depreciation EBIT Interest Earnings Before Taxes Income Taxes Net Income (Loss) 2012 $900,000 540,000 360,000 90,000 250,000 40,000 -20,000 45,000 -65,000 0 -$65,000 2013 $1,500,000 900,000 600,000 150,000 250,000 40,000 160,000 60,000 100,000 25,000 $75,000 22 Assignment 2: Problem 9 of LM Chapter 6 D. Determine the length of the Castillo Product’s cash conversion cycle for 2013. Length of the Cash Conversion Cycle = (Inventory-to-Sale Conversion Period) + (Sales-to-cash Conversion Period) – (Purchase-to-Payment Conversion Period) = 182.50 days + 58.40 days – 83.14 days = 157.76 days 23 Assignment 3: Problem 6 of LM Chapter 4 6. [Statement of Cash Flows and Cash Burn or Build] Cindy and Robert (Rob) Castillo founded the Castillo Products Company in 2011. The company manufactures components for personal decision assistant (PDA) products and for other hand-held electronic products. Year 2012 proved to be a test of the Castillo Products Company’s ability to survive. However, sales increased rapidly in 2013 and the firm reported a net income after taxes of $75,000. Depreciation expenses were $40,000 in 2013. Following are the Castillo Products Company’s balance sheets for 2012 and 2013. 24 Assignment 3: Problem 6 of LM Chapter 4 Balance sheet provided in the problem: CASTILLO PRODUCTS COMPANY 2012 2013 Cash Accounts Receivables Inventories Total Current Assets Gross Fixed Assets Accumulated Depreciation Net Fixed Assets Total Assets $50,000 200,000 400,000 650,000 450,000 -100,000 350,000 $1,000,000 $20,000 280,000 500,000 800,000 540,000 -140,000 400,000 $1,200,000 Accounts Payable Accruals Bank Loan Total Current Liabilities Long-Term Debt Common Stock ($.01 par) Additional Paid-in-Capital Retained Earnings Total Liabilities & Equity $130,000 50,000 90,000 270,000 300,000 150,000 200,000 80,000 $1,000,000 $160,000 70,000 100,000 330,000 400,000 150,000 200,000 120,000 $1,200,000 25 Assignment 3: Problem 6 of LM Chapter 4 A. Calculate Castillo’s cash flow from operating activities for 2013. Net income: 75,000; Depreciation: 40,000 (mentioned in the problem) CASTILLO PRODUCTS COMPANY Note: Because Retained Earnings increased by only $40,000 and Net Income was $75,000, Cash Dividends paid must have been $35,000. Parts A-D: Statement of Cash Flows ($ Thousands) 2013 Cash from Operating Activities: Net income 75 Depreciation 40 Increase in accounts receivable -80 Increase in inventories Increase in accounts payable Increase in accrued liabilities Net from Operating Activities -100 30 20 -15 B. Calculate Castillo’s cash flow from investing activities for 2013. Cash from Investing Activities: Increase in gross fixed assets Net from Investing Activities -90 -90 26 Assignment 3: Problem 6 of LM Chapter 4 C. Calculate Castillo’s cash flow from financing activities for 2013. Net Income is 75,000 and Retained Earnings increases by 40,000 → dividends paid must be 35,000. Cash from Financing Activities: Increase in bank loan Increase in long-term debt Cash dividends paid Net from Financing Activities 10 100 -35 75 D. Statement of Cash Flow See next slide. 27 Assignment 3: Problem 6 of LM Chapter 4 CASTILLO PRODUCTS COMPANY Note: Because Retained Earnings increased by only $40,000 and Net Income was $75,000, Cash Dividends paid must have been $35,000. Parts A-D: Statement of Cash Flows ($ Thousands) 2013 Cash from Operating Activities: Net income 75 Depreciation 40 Increase in accounts receivable -80 Increase in inventories -100 Increase in accounts payable 30 Increase in accrued liabilities 20 Net from Operating Activities -15 Cash from Investing Activities: Increase in gross fixed assets Net from Investing Activities Cash from Financing Activities: Increase in bank loan Increase in long-term debt Cash dividends paid Net from Financing Activities Total net cash increase (decrease) Cash at beginning of period Total net cash increase (decrease) Cash at end of period -90 -90 10 100 -35 75 -30 50 -30 20 28 Assignment 3: Problem 6 of LM Chapter 4 E. Use your calculation results from Parts A and B above to determine whether Castillo was building or burning cash during 2013 and indicate the dollar amount of the cash build or burn. Cash from Operating Activities (-15) + Cash from Investing Activities (-90) = -105 (annual net cash burn) F. If Castillo had a net cash burn from operating and investing activities in 2013, divide the amount of burn by 12 to calculate an average monthly burn amount. If the 2014 monthly cash burn continues at the 2013 rate, indicate how long in months it will be before the firm runs out of cash if there are no changes in financing activities. Monthly burn rate = annual burn/12 =-105/12=-8.75 Time to Out of Cash = Cash at end of period / Monthly burn rate=20/8.75=2.3 months 29 Problem Set II: Question 1 You are a venture capitalist considering a $2 million investment in Floating Line Electronics Apparatus, Inc. (FLEA), which is expected to require no additional capital through year 4. FLEA is expected to earn $1.5 million after taxes in year 4. You expect to get your investment plus return at that time by selling your stock. In your opinion, FLEA should at that time be comparable to companies priced at a price–earnings multiple of 13 FLEA has $1 million debt outstanding and plans to pay no dividends in year 1 through 4. There are already 500,000 shares outstanding which are owned by the entrepreneur and other investors. You require a 40% rate of return from this type of investment. 30 Problem Set II: Question 1 (a) What equity participation (percent ownership) would you demand? Initial investment = $2 million Required value in 4 years = 2 x (1.4) 4 = $7.683 million Value of the firm equity in 4 years = 1.5 x 13 = $19.5 million (using PE multiple approach) VC required ownership = 7.683 / 19.5 = 39.4% (b) How many new shares need to be issued? New shares / (Old shares + New shares) = 39.4% → New shares/(500,000+New shares)=39.4% → New shares=325,100 31 Problem Set II: Question 1 (c) What price would you pay for each share now? Price per share = $2 million / 325,100 = $6.152 (d) What is the implicit “after-the-money” (i.e. after-your-money) valuation of the enterprise equity? (same as “post-money valuation”) Post-money valuation = $6.152 x 825,100 = $5.08 million or Post-money valuation = $ 2 million / .394 = $5.08 million Capitalization Table: FLEA Post-Money Valuation (millions) ----------------------------------------------------------------------------------Cash from new equity $2.00 Debt $1.00 Other assets 4.08 New equity 2.00 Old equity 3.08 --------------Assets 6.08 6.08 --------------- 32 Question on Securities and Term Sheets Newco raises $5,000,000 from the VC fund Early Bird Ventures I (“EBV”) in exchange for 5,000,000 Series A convertible preferred shares. See prefinancing capitalization table in the next slide. A. What are the original purchase price (OPP) and aggregate purchase price (APP) for the Series A securities? Price per share =$1 (original purchase price, OPP) Aggregate purchase price (APP) = OPP*shares purchased = $5,000,000 B. What pre-transaction is the fully diluted share count? Pre-transaction share count (fully diluted) = 10,000,000 C. What is the proposed ownership percentage? The investment implies ownership of 33.33% of the company on a fully diluted basis (assuming that all preferred stock is converted and that all options are exercised). Proposed ownership percentage by VCs = 33.33% 33 Question on Securities and Term Sheets C. Write down the capitalization table of Newco after the series A financing. Pre-Financing Security Common – Founders Common – Employee Stock Pool Issued Unissued Series A Preferred Total # of Shares 7,750,000 Post-Financing % # of Shares % 77.5 2,250,000 300,000 1,950,000 22.5 3.0 19.5 0 0.0 10,000,000 100 34 Question on Securities and Term Sheets Completed Capitalization Table: Pre-Financing Security Common – Founders Common – Employee Stock Pool Issued Unissued Series A Preferred Total # of Shares 7,750,000 Post-Financing % 77.5 # of Shares 7,750,000 % 2,250,000 300,000 1,950,000 22.5 3.0 19.5 2,250,000 300,000 1,950,000 15.0 2.0 13.0 0 0.0 5,000,000 33.3 10,000,000 100 15,000,000 100 51.7 35 Question on Securities and Term Sheets Post-money valuation = price per share * fully diluted share count Post-money valuation = $1 * 15,000,000 = $15,000,000 Post-money valuation = $investment/proposed ownership percentage Post-money valuation = $5,000,000/0.3333 = $15,000,000 Pre-money valuation = Post-money valuation - $investment Pre-money valuation = $15,000,000 - $5,000,000 = $10,000,000 Pre-money valuation = price per share * pre-transaction (fully diluted) share count Pre-money valuation = $1 * 10,000,000 = $10,000,000 36 Question on Securities and Term Sheets D. Assume that the convertible preferred equity used in the above financing is ordinary convertible preferred with a liquidation preference of $6 million. If the financing goes through and Newco is acquired for a price of $15 million a few months after the financing, what will be payoff to series A convertible preferred equity holders? What will be the payoff to series A investors if the acquisition price paid for Newco was actually $21 million (instead of the $15 million specified earlier)? If Newco is acquired for $15 million: By NOT converting to common shares, series A share holders get $6 million (liquidation preference). By converting to common shares, they will get 33%*15=$5million. Therefore, series A share holders will not convert and will get $6 million. 37 Question on Securities and Term Sheets If Newco is acquired for $21 million: By NOT converting to common shares, series A share holders get $6 million (liquidation preference). By converting to common shares, they will get 33%*21=$7million. Therefore, series A share holders will convert and will get $7 million. 38
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