The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University MGT 724: Entrepreneurial Finance Instructor: Luann Bangsund, Ph.D. Email Address: luann_bangsund@kgi.edu Phone: 909-607-0182 Date/Time of class: Tuesdays, 7:00pm to 10:00pm Office Hours: By appointment with professor ________________________________________________________________________ COURSE OBJECTIVES: This course addresses the challenges faced by entrepreneurs as they seek financing for new ventures. Most finance classes offered by business schools focus on firms in the later stage of a firm’s life cycle when growth, profitability and cash flow are stable and predictable. Unlike the mature firms that have the extensive capital markets available to them for financing, the financial performance of startup companies is generally unpredictable. As a result, the sources and the nature of financing available to these young firms are significantly different from those of established firms. As a young firm moves through the new venture life cycle, the sources of financing changes. We will examine the types of financing available during each of the stages. In addition to identifying financing sources available to new ventures, we will address methods of valuation used by venture capitalists and other investors when considering investing in early stage firms. Investors in new ventures need to apply different methods of valuation than those used for established firms because at the time of their initial investments, the new venture has not produced positive cash flow (or, perhaps, has not yet even generated any sales) and therefore the traditional methods of valuation do not apply. We will address how these alternative valuation methods compare and/or contrast with the valuation methods used by established firms. During the early stages of a new venture’s development, the entrepreneur is faced with negotiating the deal terms of the financing with the investors. These terms include the cost of the financing and the percentage of ownership given to the investors. We will examine how these terms change as the firm grows and consider the value of the terms from both the entrepreneur’s and the investor’s perspective. Finally, we will examine the alternatives for investors to realize a return on their investment through “harvesting” of the investment. Many entrepreneurs are making a lifestyle choice when they start their own business and therefore plan to continue to own the business indefinitely. Most venture capitalists, however, are investing with a relatively short time-period in mind. As a result, entrepreneurs need to address how the venture capitalists will be able to exit the investment within five to ten years from the initial investments. We will examine several alternative exit strategies and the impact of each strategy on the entrepreneur and the investors. 1 The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University COURSE FORMAT: The course is taught using the case method. Each class session will be for three hours, in which the first half of the class is a case discussion based on the material covered in the lecture of the prior week. The case discussion will also draw from content covered in the assigned readings for the week. Discussion questions for each case will be provided to guide the discussion; however, students should make themselves familiar with any and all information found in the case (including the financial exhibits) in preparation for the class discussion. REQUIRED READINGS: Luecke, Richard, Entrepreneurs’ Toolkit: Tools and Techniques to Launch and Grow Your New Business (Harvard Business Essentials), Harvard Business School Press, December 2004 (ISBN: 978-1591394365) A packet of readings and a book of cases, both available at the bookstore GRADING: The course is highly participatory and students are expected to contribute significantly to the learning experience through the class discussions. Just showing up does not count toward participation – active and contributive discussion is required. Because class participation represents a large percentage of grading, more than one absence will have a negative impact on a student’s grade. Grading will be determined as follows: Final case write-up Participation Percentage of course grade 45% 55% ACADEMIC DISHONESTY: The case method requires that each student come fully prepared and ready to participate in each class. Coming to class unprepared and relying on your fellow students to carry the conversation is a form of academic dishonesty. It is not different that copying another student’s homework and submitting it as your own. There will be a take-home case due at the end of the semester. Each student must prepare the write-up of the assigned case working independently. LEARNING OBJECTIVES: Students who successfully finish the class should be able to: 1. Identify various sources of financing available to young, high-growth companies 2. Explain the difference between the different sources of financing and when each source of financing is appropriate 3. Determine a value for a firm using the following valuation methodologies a. Discounted Cashflow 2 The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University b. Relative Value Method (multiples) c. Venture Capital Method 4. Explain the difference between the various valuation methods and when each method is appropriate 5. Analyze a term sheet for a new venture financing 3 The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University Entrepreneurial Finance Date Topic Introduction to Entrepreneurial Finance Week 1 Evaluating Opportunities: Read: Toolkit, Chapters 1-5 Case: NSK Technologies Sources of Venture Financing Week 2 Strategic Partnerships and Alliances Read: Toolkit, Chapter 6; Appendix A Case: The Knot Week 3 Angel and VC Financing Read: Toolkit, Chapter 7 Case: Honest Tea Week 4 Bank Financing Case: Xedia and Silicon Valley Bank Valuation Week 5 Read: A Note on Valuation in Entrepreneurial Ventures Case: Digital Everywhere Deal Structure Deal terms and term sheets Read: 1) The Early Stage Term Sheet and 2) Deal Structure and Deal Terms Week 6 Case: Term Sheet Negotiations for Trendsetter Harvesting Week 7 Exits Read: Toolkit, Chapter 8 and 11 Case: Right Now Technologies Finals Week Final case write-up due 4 The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University Discussions Questions for NSK SoftwareTechnologies case 1. Where did the idea for NSK come from? 2. Is there market potential for this product? Is this the right time to start this business? 3. Are these guys the right ones to pull it off? What are their backgrounds? What skills do they lack? 4. Is Israel the right place? Does Israel support entrepreneurial activity? 5. Who should they approach for financing? Is $125,000 enough? Discussion Questions for The Knot case 1. Does this management team have the skills and capabilities to lead “The Knot” forward from this point? Who is missing from the team? 1. What is good about this market? (Be careful: You first need to accurately define the market they are in) Who are the competitors? 2. What is The Knot’s relationship with AOL? Was this a good deal for them? 3. What are the funding needs? How much money do they need? What is the money for? 4. Who should finance The Knot? What kind of investor (angel, VC, strategic partner)? Why? Discussion Questions for Xedia and Silicon Valley Bank case: 1. What need did the founders of Silicon Valley Bank (SVB) identify, which provided the opportunity for the founding of the bank? Has the bank been successful? 2. What is SVB’s strategy? Is it viable? 3. What business is Xedia in? How has it changed over time? Why did it change? 4. How has Xedia done financially? In terms of income? Cash flow? 5. What have been the sources of financing used by Xedia’s management up to the time of the case? 6. What is driving Xedia’s current need for financing? How do you think Xedia’s current investors will feel about a bridge loan from SVB? 7. Is Xedia a good credit risk? If not, should SVB make the loan anyway? Why? 5 The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University Discussion Questions for Honest Tea Case: 1. How is Honest Tea doing? What milestones would you utilize to measure their performance? 2. What do they need to do now to be successful in the future? 3. How much financing does the company need and for what purpose? 4. How have they financed the business up until this point? 5. From the investors’ viewpoint, do you like the approach they have taken? Why or why not? 6. Should the founders accept the offer from the venture capital firm? Discussion Questions for Digital Everywhere A comment: This case provides an opportunity to apply different valuation methods to a set of projections. The valuation methods are described in the assigned supplemental readings. 1. Calculate the cash flows for each year using the cash flow definition from “A Note on Valuation in Entrepreneurial Ventures.” (Note: You don’t have depreciation but by using the change in Net Fixed Assets in place “capital expenditures” (defined as change in gross fixed assets), your cash flow will be correct). 2. How much cash does Jerome need to get his business started? How much in the first year? How much in the second year? 3. How does Jerome plan to finance the growth? Be specific by looking closely at the balance sheet. 4. Use the “venture capital” method to value Digital Everywhere in year 6. (Hint: You will be multiplying year 6 net income by a PE ratio. To figure out what PE to use, look at the information provided about comparable companies). 5. Based on your valuation from above, determine the percentage of ownership the VC firm needs if they invest $3 million into the business and require a 60% IRR. (Hint: How much does the $3 million investment need to be worth in year 6?). 6 The Peter F. Drucker and Masatoshi Ito Graduate School of Management Claremont Graduate University Discussion questions for RightNow Technologies 1. Evaluate the progress of the company and its situation in 2003. 2. What are the advantages and disadvantages of each of the options being considered by Greg Gianforte? Selling to the large software company? Going public? Continuing with the current ownership? 3. As a venture capital investor in the case, what is the lowest price at which you would agree to sell? As Gianforte, what is the minimum price? 4. Based on the data in the case, what is a fair value for RightNow? If the company hits its forecasts, what will it be worth in the future? 7