Aberlyn Capital

Executive Summary The venture leasing deal that Aberlyn proposed to RhoMed is an innovative way for RhoMed, a start-up firm, to acquire financing without diluting its equity value and raising debt in the market. Management believes that the firm is more valuable than venture capital firms would believe, and debt financing would be extremely costly since RhoMed doesn’t currently have positive cash flow. For Aberlyn, the main benefits of the transaction are the interest payments paid on the lease and potential to sell the patent for a much higher value than the original $1 Million valuation by RhoMed. However, this is a rather risky investment for Aberlyn. If RhoMed defaults on its payments, Aberlyn uses the patent as collateral and must sell it in the market. Since the patent is highly individualized and therefore may not be commercially feasible, the patent is probably worth less than what Lulu’s valuation suggests. RhoMed has limited options in terms of financing as the cost of debt and equity are both very expensive for start-up firms without positive cash flow. However, by going this route, they are risking losing the main driver of their business their patent. In order to value RhoMed as a whole we needed to make numerous assumptions, particularly on their future revenue streams, a huge driver for the valuation and share value, as our sensitivity analysis suggests. We believe that the revenue projections given in the case are far too optimistic. We projected our own descending annual growth rates for revenue and assumed that the firm reaches stability in 2004 and grows at the inflation rate of 3%. We estimated capex by using a constant percentage of revenue of 21% and we used our estimated capex to estimate depreciation. Based on these assumptions, the NPV for the value of the firm is about $19.5 M and with a share value of $3.45. To value the warrants we used the black-Scholes model and reached a call price of $180,915 in total or $2.63 per warrant. Alberlyn requires an implicit yield of 15-17% on firms characterized as â€Å"class 2.† To calculate the IRR for Alberlyn, we evaluated three different scenarios that could potentially occur. Case 1 assumes that RhoMed successfully makes all its payments and buys back the patent at $1 at the end of three years. This yields a 15% IRR. Case 2 assumes that RhoMed defaults on its payments and that Aberlyn then successfully sells the patent in the market in 1995. In order to find then  appropriate sale price we assumed an IRR of 15% and backed into the purchase price of $2,750,652. Case 3 assumes that RhoMed defaults on its payment and Aberlyn is unable to find a buyer in the market. This yields a negative IRR and an NPV of negative 950 M, nearly equal to the negative amount of the initial investment. Based on our analysis we think that Aberlyn should not go ahead with the venture leasing deal and that RhoMed should reconsider issuing equity instead. Costs, Benefits, and risks of the venture leasing deal to Aberlyn and RhoMed Aberlyn 1. Benefits: This is a relatively novel transaction where an intangible asset is leased. As a frontrunner, Aberlyn has first mover’s advantage allowing it to capture profits from this innovative financing approach, even in future transactions after RhoMed. Aberlyn has an incredibly qualified management team and utilizes its expertise both in the case of RhoMed and in future leasing transactions. The two main benefits are the interest payments paid on the lease and Alberyn’s higher valuation of the patent. Aberlyn is providing $1 Million in cash to RhoMed but values the patent at $5 Million. If RhoMed cannot pay the interest or the principal then Aberlyn can use the patent as collateral and sell it in the market at a premium. This means that Aberlyn should be able to recoup its investment even if things do not go according to plan. 2. Costs: Aberlyn might have to engage in costly litigation in order to defend against possible infringements on RhoMed’s patent. If other companies sense that Aberlyn is unwilling to pay the litigation fees necessary in order to defend the patent, other companies will use the technology for free, rendering the patent worthless. 3. Risks: A. Novel Transaction: Since this is a relatively novel approach, and since RhoMed does not have experience with external financing, there are multiple areas under the discretion of Aberlyn’s management, which can ultimately determine Aberlyn’s profitability. B. Low cash balance: A potential risk is that RhoMed does not have enough cash flow to cover the interest expense and principal payments. According to Exhibit 6, the cash balance in 1992 is 21,351, and the net cash flow is -37,783. Considering that the interest expense for 1993 is projected to be 27,000, the default risk should be  highly considered. C. Highly specified product: Since the patent is not commercialized and targeted towards the individual, there might not be a market at all for the patent. It could be that if RhoMed does not exercise the option to buy the patent back or defaults on its payments and Aberlyn can’t sell the patent in the market, it would essentially be stuck with the patent, an a sset that has no value. We calculated the NPV in this scenario and concluded that Aberlyn would essentially lose nearly its entire investment. D. Another potential risk that Aberlyn faces is they are only purchasing one patent, and many firms regard one patent as being far less useful than a patent that is part of a broader portfolio. The patent would be more highly valued if antibodies, proteins, and peptides had already been patented and included within the Antibody Delivery System. E. This patent may actually capture a smaller portion of the market share than Lulu believes; this is because the product is highly individualized and not commercially feasible. If it is difficult for this new technology to capture as much market share as is predicted by Lulu, then Aberlyn will have difficulty selling the patent if and when RhoMed cannot meet its payment obligations. Another reason why it may be more difficult for Aberlyn to sell the patent is that much of the patent’s value is derived from the fact that RhoMed’s scientists have a lot of expertise in the area they are researching. If another firm that didn’t have the same level of human capital necessary to realize the full value of the patent bought the patent then they might value it less. RhoMed 1. Benefits: RhoMed can continue on with its business activities while maximizing its control of equity. Without the deal, RhoMed needs to find external financing from places such as banks until its IPO likely around 1994. Since RhoMed is a new company with negative cash flow, limited resources, and limited partnerships, most external sources of financing will be costly. Further, RhoMed’s founders want to retain their equity. Since most other venture capital firms want 30% equity, Aberlyn’s offer is attractive. 2. Costs: While the costs of maintaining the patent, such as defending it, are shifted to Aberlyn, RhoMed still bears additional leasing costs, which are similar to a loan and include both principal and leasing  interest payments. Although this is a significant cost, this cost is much lower than what the cost of traditional debt financing would be for RhoMed. 3. Risks: RhoMed faces quite a few risks, the main one being that they could lose their patents or what they deem proprietary technology. If RhoMed defaults on either the interest payments or the principal, then Aberlyn keeps the patent. If Aberlyn sells the patent in the market, RhoMed will lose its competitive advantage. Overall, RhoMed is putting the highest value of their business at a substantial risk. Nevertheless, this deal is necessary for RhoMed because of limited financing options. Lulu Peckering’s Evaluation The patents that RhoMed developed for immunotherapy of cancer treatment is a novel approach that has not been conclusively demonstrated. Therefore, there is no current market making it hard to find comparable firms and challenging to project future revenues. The best way to get a relative sense of how profitable the company can be is to try to size the market and make assumptions as to how much of the market RhoMed can capture considering the strength of the patent and the technology associated with it. There are two things to consider with Lulu Pickering’s patent evaluation. First are some of her assumptions. We agree with her valuation of the market size at $735.4 M. However, the assumption that RhoMed can capture 20% of the market seems unrealistic especially considering that if a PET machine is available, it will probably be used over other methods. This implies that splitting the market share evenly between the five options is probably not feasible. I would argue that PET will capture 40% of the market. The fact that the product is very individualized and less commercially feasible makes it even more difficult to believe that RhoMed can capture a substantial portion of the market. Therefore, we claim that they can only capture 10% of the market. Using the same method as in the case, we reach a market size of $36.8 M. Dividing that by half to account for the other risks discussed yields $18.4 M. Based on a royalty rate of 5% over the fourteen year time period of the estimate, with the assumption that this is relevant to all types of cancer, this equals $9.2 M. The discount rate is a measure of risk. Because we accounted for some of the risk associated with this product by  cutting down the size of the market, we can use the 7.3% premium above the risk free rate given in the case (13.35%) as the discount rate over 14 years: $9.2 M/(1.1335)^14 = $1.6 M. Assumptions for FCF of RhoMed and Valuation (Appendix 1) Revenues for RhoMed: We believe the revenue projections for RhoMed in Exhibit 7 are too optimistic. The revenue projections between 1993 and 1994 jump nearly 1000% and while start-ups do grow rapidly at the beginning, this seems highly optimistic. Given RhoMed is in its start-up stage, we project descending annual growth rates for revenue. We assume that the firm reaches stability in 2004 and then peg the subsequent growth rate to inflation at 3%.1 Capex: Given the condition that RhoMed is in a capital-intensive biotech industry, we calculated CAPEX as a constant proportion of revenue. We assume the ratio of CAPEX/Revenue remains constant at 21% (as in year 1992) over the following years. Depreciation: To calculate the depreciation, we use CAPEX and depreciated with a consistent 11-year life using the straight-line method. This patent has a 17 year life span and most PPE have a five year schedule. Therefore we chose an average of those two times, 11 years, as the depreciation schedule for the patent. We were then able to calculate depreciation each year using a depreciation schedule (Appendix 3). Terminal Value: For TV, we used the constant growth method, assuming a constant growth rate of 3% and discounted it back one year to yield a 2004 value of $55,642,743 (Appendix 2). Risk-free rate/discount rate: We used the risk-free rate of the 10-year U.S. Treasury bonds at 6.05%, which we think best reflects the length of the project and added a premium of 7.3% as stated in the case which yielded a 13.35% discount rate. Impact of Warrants: We took into consideration the impact of warrants. Since the warrant coverage ratio is 10%, it means 1,000,000*10%/3.45 = 29,000 warrants can be exercised. Therefore, we added this number to the current total shares outstanding. Based on these assumptions, the NPV for the value of the firm is about $19.5 M. As this is an all equity firm, this is also the firm value, dividing that by the number of shares outstanding (5,699,747) results in a share price of $3.43 (Appendix 2). Assumptions for Warrants and Valuation Sigma: We used the industry average sigma, 68% (from footnotes in Exhibit 10). Risk-free rate: We used the 5-year U.S. Treasury rate of 5.05% as a benchmark, matching the time horizon of the warrants. Valuation: We calculated the value of the warrants using the Black-Scholes model. For the inputs of the B-S model, we used the firm value of $19.5 M that we calculated above as Y, $1.45 for the exercise price, 5,699,747 for the number of shares outstanding, as provided in the case. Number of the warrants is calculated by multiplying 1,000,000 by the warrant coverage 10%, and then divided by the exercise price. Using alpha=n/(n+m), P=alpha*Y and X=(1-alpha)*n*Xw, we derive all the inputs for B-S model. Inputting those values in the model results in: P=234,317, X=98,798 and the value of the warrants or the call price = 181,501 in total or 2.63 per warrant (Appendix 4). Internal Rate of Return for Aberlyn Aberlyn is looking for a 15-17% implicit yield on patents falling into risk class â€Å"2.† We evaluated three different scenarios that could potentially occur based on the benefits, costs, and risks discussed earlier. Scenario 1: Optimistic View In this case, we assume RhoMed would successfully make all the payments and exercise the option to buy back the patent for $1 (which we ignore in our analysis since it’s so small). Amortization of the patent at the assumed book value of $1 million uses the straight-line method and is zeroed out after the sale. This yields a 15% implicit yield (appendix). Scenario 2: Optimistic Default on payments, sell patent. In this case, we assume RhoMed failed to make all the payments either interest or principal or both, loses the option to buy back the patents, and loses the patents in general. We assume RhoMed would fail to make those payments at year 3 (since they borrowed $1 M they could at least make the payment for the first couple years) and thus Aberlyn would sell the patent in the market in 1995. Using Aberlyn’s required implicit yield of 15%, as case 1, we backed out the required sale price of the patent in 1995 = 2,750,652 (appendix). Scenario 3: Pessimistic In this case, we assume that RhoMed would not be able to make payments at year 3 and that Aberlyn will not be able to sell the patent in the market. As discussed above, there could be a situation where Aberlyn cannot find a market for patent and would be left holding an asset that ultimately holds no value. In this case Alberlyn has a negative NPV of $950 M, nearly equal to the amount of the initial investment (appendix). From Aberlyn’s perspective it seems that there is little upside to pursuing this route. They are essentially acquiring an asset that could be replicated by other firms and that is highly individualized, highly narrowing the market. As the sensitivity analysis shows, RhoMed’s valuation and share price are very sensitive to revenue streams (appendix). Even if RhoMed does make the payments, the revenue projections might be off and considered the difficulty in commercializing an individualized product, it seems even less likely that their revenue projections will be realized. While a $1M investment is not large, they could face the possibility of losing nearly entire amount as scenario three indicates. While RhoMed has limited options, this is also a risky approach for them because they are gambling the main driver of their company the patent. While the founders don’t want to dilute equity value, they might want to reconsider traditional equity financing. While this is an innovative approach to venture capital, we think it is risky for both parties involved and we would recommend that they reconsider. Appendix 1 – FCF_Assumptions Appendix 2 – RhoMed FCF, Share Price, Depreciation Schedule Appendix 3 – Depreciation Schedule Appendix 4 – Warrant Valuation Appendix 5 – IRR Calculation