Silicon Valley Venture Capital Survey
Second Quarter 2016
Barry Kramer and Khang Tran
Fenwick
fenwick & west llp
Background
We analyzed the terms of 195 venture financings closed in the second quarter of 2016 by companies
headquartered in Silicon Valley.
Overview of Results
The weakening in venture valuations that began in the second half of 2015 continued in 2Q16. Valuation
metrics have fallen from all time highs1 in mid-2015 to now being generally flat with their 12 year averages.
§§ Up rounds exceeded down rounds 74% to 13%, with 13% flat, in 2Q16. This was a decline from 1Q16, when
up rounds exceeded down rounds 78% to 11%, with 11% flat. This quarter was the third straight quarter in
which the percentage of up rounds declined and the lowest percentage of up rounds since 4Q13. The 12
year average of up rounds is 66%.
§§ The average price increase of financings in 2Q16 compared to the company’s prior financing (the
“Barometer”) was 40%. This was a decline from the 53% recorded in 1Q16, the third straight quarterly
decline and the lowest average price increase since 3Q10. The 12 year average for the Barometer is 56%.
§§ The median price increase of financings in 2Q16 compared to the company’s prior financing was 31%. This
was a decline from the 36% recorded in 1Q16, the fourth straight quarterly decline and the lowest median
increase since 4Q13. The 12 year average median increase is 28%.
§§ The highest percentage up round in 2Q was 279%. This was the lowest “highest percentage up round” in
a quarter since 2Q09.
§§ Valuation metrics were generally similar across the four major industries (software, internet/digital
media, hardware and life sciences).
§§ The percentage of financings that were either Series A2 or Series B financings was 44%, the lowest
percentage since 2Q14.
1
Since we began calculating valuation metrics in 2004.
2
Includes venture backed seed rounds in which at least $1 million raised.
silicon valley venture capital survey— second quarter 2016
1
Fenwick & West Data on Valuation
price change — The direction of price changes for companies receiving financing in a quarter, compared to
their prior round of financing.
90%
80% 76%
79%
86%
83%
83%
82%
78%
74%
70%
60%
50%
Up rounds
Down rounds
40%
Flat rounds
30%
20%
10%
12%
12%
0%
Q3’14
15%
9%
9%
6%
8%
8%
Q4’14
Q1’15
Q2’15
13%
11%
10%
12%
4%
6%
Q3’15
Q4’15
13%
11%
Q1’16
Q2’16
The percentage of down rounds by series were as follows:
40%
35%
30%
27%
26%
25%
20%
23%
10%
Series C
Series D
20%
15%
Series B
Series E and Higher
12%
11%
13%
12%
11%
6%
5%
9%
6%
3%
0%
Q3’14
9%
9%
8%
6%
7%
13%
9%
13%
13%
8%
6%
8%
8%
0%
3%
0%
Q4’14
11%
4%
0%
Q1’15
Q2’15
Q3’15
silicon valley venture capital survey — second quarter 2016
Q4’15
Q1’16
Q2’16
2
expanded price change graph — Set forth below is the direction of price changes for each quarter since 2004.
Change in Price Direction from Prior Round
90%
80%
70%
average percentage of
up rounds 66%
60%
50%
Up rounds
Down rounds
40%
30%
Flat rounds
20%
10%
silicon valley venture capital survey — second quarter 2016
6
’1
Q1
5
’1
Q1
4
’1
Q1
3
’1
Q1
2
’1
Q1
1
’1
Q1
0
’1
Q1
9
’0
Q1
8
’0
Q1
7
’0
Q1
6
’0
Q1
5
’0
Q1
Q1
’0
4
0%
3
the fenwick & west venture capital barometer™ (magnitude of price change) — Set forth below is
the average percentage change between the price per share at which companies raised funds in a quarter,
compared to the price per share at which such companies raised funds in their prior round of financing. In
calculating the average, all rounds (up, down and flat) are included, and results are not weighted for the
amount raised in a financing.
120%
116%*
115%
107%
110%
100%
100%
90%
80%
70%
79%
70%
60%
50%
53%
40%
40%
30%
20%
10%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
* One company had an over 3000% up round in 3Q15. If this financing was excluded, the Barometer result for 3Q15 would have
been 93%.
The Barometer results by series are as follows:
240%
212%*
200%
192%
169%
160%
141%
120%
126%
129%
113%
126%
81%
93%
80%
68%
64%
40%
45%
37%
Series B
106%
88%
Series C
101%
82%
50%
81%
57%
39%
Series D
63%
55%
38%
35%
13%
69%
44%
31%
16%
8%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Series E and Higher
Q1’16
Q2’16
* Please note that the above-mentioned over 3000% up round financing in 3Q15 was a Series B round. If this financing was excluded,
the Barometer result for Series B rounds in 3Q15 would have been 132%.
silicon valley venture capital survey — second quarter 2016
4
expanded barometer graph — Set forth below is the average percentage price change for each quarter since
we began calculating this
metric in
2004.Change from Prior Round
Average
Price
120%
100%
80%
60%
average 56%
40%
20%
0%
6
’1
Q1
5
Q1
’1
4
’1
Q1
3
Q1
’1
2
’1
Q1
1
Q1
’1
0
’1
Q1
9
’0
Q1
8
’0
Q1
7
’0
Q1
6
’0
Q1
’0
Q1
Q1
’0
5
4
-20%
results by industry for price changes and fenwick & west venture capital barometer™ — The table
below sets forth the direction of price changes and Barometer results for companies receiving financing in this
quarter, compared to their previous round, by industry group. Companies receiving Series A financings are
excluded as they have no previous rounds to compare.
Number of
Industry
Up Rounds
Down Rounds
Flat Rounds
Barometer
Software
74%
13%
13%
45%
76
Hardware
70%
15%
15%
22%
20
Life Science
75%
13%
13%
33%
24
Internet/Digital Media
74%
13%
13%
35%
23
Other
83%
8%
8%
56%
12
Total all Industries
74%
13%
13%
40%
155
silicon valley venture capital survey — second quarter 2016
Financings
5
down round results by industry — The table below sets forth the percentage of “down rounds,” by industry
groups, for each of the past eight quarters.
Down Rounds
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
Software
8%
7%
8%
3%
6%
10%
7%
13%
Hardware
8%
6%
6%
25%
0%
18%
18%
15%
Life Science
21%
6%
13%
12%
6%
25%
17%
13%
Internet/Digital Media
14%
6%
12%
9%
4%
6%
10%
13%
Other
25%
0%
9%
11%
0%
11%
0%
8%
Total all Industries
12%
6%
9%
8%
4%
12%
10%
13%
barometer results by industry — The table below sets forth Barometer results by industry group for each of
the last eight quarters.
Barometer
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
Software
78%
134%
103%
107%
88%
61%
65%
45%
Hardware
85%
61%
92%
67%
67%
100%
96%
22%
Life Science
26%
39%
22%
110%
76%
25%
7%
33%
139%
178%
124%
125%
136%
115%
61%
35%
Other
56%
83%
155%
108%
509%
33%
16%
56%
Total all Industries
79%
115%
100%
107%
116%
69%
53%
40%
Internet/Digital Media
* If the above-mentioned over 3000% up round financing in 3Q15 was excluded, the Barometer results for companies in the “Other”
industry group and for all reviewed companies in 3Q15 would have been 47% and 93%, respectively.
A graphical representation of the above is below.
200%
175%
150%
125%
Software
100%
Hardware
Life Science
Internet/Digital Media
75%
50%
25%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
silicon valley venture capital survey — second quarter 2016
Q1’16
Q2’16
6
median percentage price change — Set forth below is the median percentage change between the price per
share at which companies raised funds in a quarter, compared to the price per share at which such companies
raised funds in their prior round of financing. In calculating the median, all rounds (up, down and flat) are
included, and results are not weighted for the amount raised in the financing. Please note that this is different
than the Barometer, which is based on average percentage price change.
80%
74%
70%
61%
60%
62%
51%
50%
43%
40%
39%
36%
31%
30%
20%
10%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
median percentage price change results by industry — The table below sets forth the median percentage
price change results by industry group for each of the last eight quarters. Please note that this is different than
the Barometer, which is based on average percentage price change.
Median % Price Change
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
Software
49%
79%
72%
74%
51%
29%
42%
34%
Hardware
40%
53%
44%
29%
45%
63%
56%
38%
0%
26%
18%
61%
13%
23%
20%
19%
Internet/Digital Media
54%
56%
99%
97%
83%
96%
65%
25%
Other
38%
29%
92%
77%
36%
38%
2%
39%
Total all Industries
43%
61%
62%
74%
51%
39%
36%
31%
Life Science
A graphical representation of the above is below.
116%
90%
64%
Software
Hardware
38%
Life Science
Internet/Digital Media
12%
0%
-14%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
silicon valley venture capital survey — second quarter 2016
Q1’16
Q2’16
7
expanded median price change graph — Set forth below is the median percentage price change for each
quarter since we began calculating this metric in 2004.
Median Price Change from Prior Round
80%
70%
60%
50%
40%
30%
average 28%
20%
10%
6
Q1
’1
5
’1
Q1
4
’1
Q1
3
Q1
’1
2
’1
Q1
1
Q1
’1
0
’1
Q1
9
’0
Q1
8
’0
Q1
7
’0
Q1
6
Q1
’0
5
’0
Q1
Q1
’0
4
0%
financing round — This quarter’s financings broke down by series according to the chart below.
Series
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
Series A
28%
27%
25%
18%
23%
27%
22%
21%
Series B
21%
21%
29%
28%
22%
21%
27%
23%
Series C
20%
19%
18%
20%
19%
25%
29%
24%
Series D
14%
9%
13%
16%
14%
11%
8%
12%
Series E and Higher
17%
23%
16%
17%
22%
16%
14%
21%
silicon valley venture capital survey — second quarter 2016
8
Fenwick & West Data on Legal Terms
liquidation preference — Senior liquidation preferences were used in the following percentages of financings.
50%
45%
40%
35%
35% 32%
30%
29%
29%
31%
20%
30%
25%
25%
19%
15%
10%
5%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
The percentage of senior liquidation preference by series was as follows:
80%
60%
52%
50%
50%
46%
39%
40%
35%
39%
38%
35%
37%
31%
38%
36%
Series C
42%
Series D
Series E and Higher
32%
40%
26%
26%
22%
20%
Series B
43%
21%
23%
26%
24%
20%
22%
18%
16%
16%
13%
9%
7%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
silicon valley venture capital survey — second quarter 2016
Q4’15
Q1’16
Q2’16
9
multiple liquidation preferences — The percentage of senior liquidation preferences that were multiple
liquidation preferences were as follows:
30%
25%
20%
14%
15%
11%
10%
5%
12%
5%
8%
6%
9%
5%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
Of the senior liquidation preferences that were a multiple preference, the ranges of the multiples broke down
as follows:
100%
100%
100%
100%
90%
80%
67%
70%
67%
75%
75%
60%
>1x - 2x
50%
40%
30%
25%
20%
10%
0%
>2x - 3x
50%
33%
33%
25%
25%
0%
0%
Q3’14
0%
0%
Q4’14
Q1’15
>3x
0%
0%
Q2’15
Q3’15
silicon valley venture capital survey — second quarter 2016
0%
Q4’15
25%
0%
Q1’16
0%
0%
Q2’16
10
participation in liquidation — The percentages of financings that provided for participation were as follows:
60%
50%
40%
30%
24%
20%
20%
17%
22%
25%
18%
10%
0%
18%
14%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
Of the financings that had participation, the percentages that were not capped were as follows:
70%
70%
65%
63%
60%
53%
63%
52%
54%
50%
50%
40%
30%
20%
10%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
cumulative dividends – Cumulative dividends were provided for in the following percentages of financings:
10%
9%
9%
8%
7%
7%
6%
6%
6%
6%
5%
5%
5%
5%
4%
3%
2%
1%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
silicon valley venture capital survey — second quarter 2016
Q4’15
Q1’16
Q2’16
11
antidilution provisions –The uses of (non-IPO) antidilution provisions in the financings were as follows:
99%
100% 98%
98%
96%
98%
100%
98%
99%
80%
Ratchet
60%
Weighted Average
None
40%
20%
2%
0%
0%
Q3’14
1%
0%
Q4’14
2%
3%
2%
0%
Q1’15
1%
Q2’15
0%
0%
Q4’15
0%
Q3’15
2%
0%
Q1’16
0.5%
0.5%
Q2’16
Please note that the chart above only applies to non-IPO anti-dilution provisions. In other words, the chart refers to anti-dilution
provisions that protect the investor against a future venture financing at a price below what the investor paid. The chart does not
include anti-dilution provisions designed to protect against an IPO at a price below the price paid by the venture investor (e.g., an IPO
ratchet), because those provisions are generally only negotiated/included in very late stage, high value deals. We believe it would
not be useful to provide a percentage of all financings that have IPO anti-dilution provisions, because it will provide a result that is
artificially low. An analysis of IPO anti-dilution provisions is included in our Unicorn Survey, which by its nature is focused on late
stage, high value deals.
pay-to-play provisions – The percentages of financings having pay-to-play provisions were as follows:
20%
16%
12%
9%
8%
4%
4%
0%
Q3’14
5%
6%
4%
4%
2%
Q4’14
Q1’15
Q2’15
2%
Q3’15
Q4’15
Q1’16
Q2’16
redemption – The percentages of financings providing for mandatory redemption or redemption at the option
of the investor were as follows:
20%
15%
12%
14%
13%
15%
9%
9%
10%
8%
10%
5%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
silicon valley venture capital survey — second quarter 2016
Q4’15
Q1’16
Q2’16
12
corporate reorganizations – The percentages of post-Series A financings involving a corporate
reorganization (i.e. reverse splits or conversion of shares into another series or classes of shares) were as
follows:
15%
12%
9%
8%
6%
5%
6%
5%
5%
4%
7%
4%
3%
0%
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
Q1’16
Q2’16
§§ About our Survey
The Fenwick & West Venture Capital Survey was first published in the first quarter of 2002 and has been
published every quarter since then. Its goal is to provide information to the global entrepreneurial and
venture community on the terms of venture financings in Silicon Valley.
The survey is available to all, without charge, by signing up at www.fenwick.com/vcsurvey/sign-up. We
are pleased to be a source of information to entrepreneurs, investors, educators, students, journalists and
government officials.
Our analysis of Silicon Valley financings is based on independent data collection performed by our lawyers
and paralegals, and is not skewed towards or overly representative of financings in which our firm is
involved. We believe that this approach, compared to only reporting on deals handled by a specific firm,
provides a more statistically valid and larger dataset.
For purposes of determining whether a company is based in “Silicon Valley” we use the area code of the
corporate headquarters. The area codes included are 650, 408, 415, 510, 925, 916, 707, 831 and 209.
§§ Note on Methodology
When interpreting the Barometer results please bear in mind that the results reflect the average price
increase of companies raising money in a given quarter compared to their prior round of financing, which
was on average about 18 months prior. By definition the Barometer does not include companies that do not
do follow-on financings (which may be because they went out of business, were acquired or went public).
Accordingly we believe that our results are most valuable for identifying trends in the venture environment,
as opposed to calculating absolute venture returns. Please also note that our calculations are not “dollar
weighted,” i.e. all venture rounds are treated equally, regardless of size.
silicon valley venture capital survey — second quarter 2016
13
§§ Disclaimer
The preparation of the information contained herein involves assumptions, compilations and analysis, and
there can be no assurance that the information provided herein is error-free. Neither Fenwick & West LLP
nor any of its partners, associates, staff or agents shall have any liability for any information contained
herein, including any errors or incompleteness. The contents of this report are not intended, and should not
be considered, as legal advice or opinion. To the extent that any views on the venture environment or other
matters are expressed in this survey, they are the views of the authors only, and not Fenwick & West LLP.
§§ Contact/Sign Up Information
For additional information about this report please contact Barry Kramer at 650-335-7278; bkramer@
fenwick.com at Fenwick & West.
To view the most recent survey please visit fenwick.com/vcsurvey. To be placed on an email list for future
editions of this survey please visit fenwick.com/vcsurvey/sign-up.
© 2016 Fenwick & West LLP
silicon valley venture capital survey — second quarter 2016
14