Venture Examiner

Apologies for the brief hiatus from posting – I was in Brazil for a good part of last month, which actually provided a great opportunity to examine first-hand the opportunity for private equity there. Why private equity and not venture capital? In almost all emerging markets, venture capitalism as it is practiced in the U.S. simply does not work for a number of reasons, including weak intellectual property laws, infrastructure and markets as well as limited innovative and entrepreneurial spirit. Private equity investment, particularly growth equity (growth capital for mature companies) is most appropriate in emerging markets. Growth equity, which involves making minority investments in mature but growing companies, trumps even buyouts in emerging markets because of issues gaining control and limited availability of leverage. I’m not close to being an expert on the Brazilian economy, but the following is some of my thoughts on the growth equity opportunity in Brazil based on a few observations.

In my travels I was able to explore second and third-tier cities and even some semi-rural areas of the country, which I think provided a better sense of the country’s potential than if I had just visited larger cities such as Rio or Sao Paulo. Compared to rural areas of fellow large emerging market (and BRIC) countries India and China, the more rural parts of Brazil seemed further developed, or more ready for development. Large infrastructure investment is not as necessary as a precursor for growth as it may be in India and China. But it is still needed, particularly in the northern part of the country which is growing faster than the south. I think the government and private investors realize this, and it was evident in the many roads and bridges under construction as I traveled through parts of the north. In many ways, investing in Brazil seemed like less risky of an endeavor than investing in India or China. There’s probably less of an upside to growth investments, but also that there’s less risk and more immediate potential, a tradeoff that is probably attractive to many investors.

Brazilian consumers seem ready for growth but I did notice that the aspiration factor was lacking, or it was at least not evident, especially when compared to Indian consumers. Examples include consumers shying away from higher quality goods even if they are priced the same, or diners shying away from nicer restaurants simply base on the aesthetics (assuming it would be too expensive). I made this observation much more in the north than in the south, which brings up another point – the country’s diverse culture. The population is not as homogenous as other emerging markets and investors will have to adjust for this, especially when it comes to investing in consumer goods and service companies.

Another thing I noticed was that there were few signs of recession or that there had even been a recession – Brazil was relatively insulated from trouble in the broader world economy. The country’s quick recovery had a lot to do with government policy (which has after many decades seems properly aligned for economic growth) but a lot of is also has to do with the fact that Brazil’s domestic growth is so resilient. It may not be as fast growing as India or China, but it’s strong and also somewhat sheltered because the country is not reliant on trade with the rest of the world, even though Brazil has been expanding international trade in recent years, particularly with the U.S., China and Europe (driven mostly by natural resource demand). Growth equity investment decoupled from the world economy provides true diversification for limited partners investing in a private equity fund - which gives Brazil a leg up on many other emerging markets.  

When it comes to private equity investment, Brazil consistently ranks behind China and India in terms of amount of capital deployed and number of deals. But in recent LP survey’s I’ve seen, interest in Brazil is growing and is often higher the level of interest in India or China. In Brazil, local pensions are a huge source of capital. They’re now allowed to invest up to 20% of assets in local private equity funds, but most only invest 1-2%, which still accounts for a little less than 20% of all commitments to brazil-focused private equity funds, according to the Emerging Markets Private Equity Association. Even though there’s currently plenty of dry private equity capital in Brazil, I’d expect to commitments to increase in the coming years. Expect investment to remain heavy in the energy/natural resources sector, but other sectors will see growth for sure.

Infrastructure investment in Brazil, both private and public, will probably see increase over the next few years, driven by the need for infrastructure improvement ahead of the 2014 World Cup and 2016 Olympic games. As I had mentioned though, the infrastructure need is not as great in Brazil as it is in other emerging countries. As such, other areas, particularly industrials, manufacturing and consumer goods and services will surpass infrastructure as a destination for private equity. What about technology and more venture-type investments? Despite what I mentioned at the onset about emerging markets not being ideal for venture investment, I actually think Brazil has promise - perhaps more near-term promise for venture capital than India and China. We’ve seen so many venture capital funds fail or pull out of India and the environment in China is too murky for venture to be attractive there. But in Brazil, the regulatory, legal (intellectual property), tax and corporate governance environment is advanced, stable and reliable enough to harbor venture investment. Furthermore, I get the sense that there is a growing entrepreneurial spirit, aided in part by government programs supporting innovation and developing technologies from universities.

There should be plenty of opportunity in the internet, and mobile sectors. Both have a lot of potential for expansion in Brazil, both from an adoption and evolution point of view. Increased broadband and mobile adoption will be a basic driver, which means me-too copies of successful internet and mobile technologies from the U.S. will do well, but also expect there to be innovation from within Brazil. Still, growth equity investment remains more attractive now (especially in the manufacturing and consumer goods/services sectors). Brazil is primed for it from many angles and it should be one of the least risky emerging markets. Investors will need to be careful they are in tune to cultural and operations nuances, which means experience is key to success, as it is in almost any emerging market. It should be interesting to monitor Brazil’s growth in the coming years and as the environment for venture capital improves, look for more innovative technologies coming out of Brazil. 

With 2009 now behind us, full final year-end venture industry data is available. There’s plenty to glean from all the fundraising, investment and exit data. Much of it tells us what we already knew or expected: fundraising and investment are down, and exits have improved, but just slightly. There’s so much you can analyze, but I’ll focus on something I’ve done in the past, which is looking at the “venture capital overhang.” This is the difference between the aggregate capital raised by venture capitalists and the amount invested. It gives us a rough idea of how much capital VCs have available for investment, sometimes referred to as “dry powder.” The chart below shows venture fundraising, investment, the difference between fundraising and investment (as the overhang) and the cumulative overhang for the last ten years.

The cumulative overhang for the last decade for the U.S. venture capital industry totals close to $90 billion, using my methodology and data from PwC, Thompson Reuters and the NVCA. As with so much of the data on the venture capital industry, the calculation is not perfect. Things like management fees and recycled capital are unaccounted for. There’s also the issue of investments made outside of the U.S.  which are not captured in the PwC MoneyTree data.  Rather than focusing on exact numbers, its more important to focus on trends and to look at the big picture.

For one, there’s clearly capital out there for venture capitalists to invest. It’s probably becoming more concentrated across a fewer number of firms - as I mentioned in my last post, good firms will continue to be able to raise capital. The overhang number is down from my previous calculation earlier this year, which signalz to that capital will be a bit scarcer.  Going forward, we should see more years like 2009 and 2003 where the levels of investment and fundraising have less of a gap and less of an overhang is created. Now, you don’t want things going in the other direction, where we have more capital invested than raised because that would of course be unsustainable. But then some would also argue that the huge levels of overhang amassed in years past were also unsustainable, which is probably true.

There needs to be certain level of reasonability maintained in the industry and less overhang will force venture capital firms to be more prudent in deploying capital. This doesn’t mean, however, that great new ideas won’t get funded, because VCs clearly have plenty of dry powder. If anything we’ll see more early / seed stage deals which not only require less capital, but have more potential upside and also bring the industry back closer to its roots of more risk taking. 

2009 was clearly a difficult year for venture firms – continued turmoil in the public markets and the broader economy prolonged the dearth of venture-backed IPO and M&A activity, extending the liquidity drought for venture firms. Illiquidity negatively impacted fund performance, and more importantly the confidence limited partners (investors in venture capital funds) have in the asset class. The drop in confidence is most evident in their commitments to venture funds, which in 2009 fell significantly. According to Dow Jones, “overall VC fund-raising fell 54.6% to $13 billion across 120 funds from the $28.7 billion collected by 204 funds in 2008. It was the slowest year since 2003.” Here are a few things to watch for in 2010 in terms of fundraising:

Commitments to Top Tier Funds:

Fundraising totals for 2009 would have been worse had it not been for New Enterprise Associates (NEA) closing its thirteenth fund with $2.5 billion in commitments. While the fund took longer than expected to close, the fact that it was eventually able to do at a such a large size shows that institutional investors still have an appetite for firms like NEA that have a record of consistently delivering top quartile returns. This will be a theme going forward – we will see the most sold performers (firms such as Sequoia, Kliener Perkins, Matrix, Battery, etc.) continue to be able to raise capital, but fund sizes will still come down. If for some reason we see a top firm unable to get close to its fundraising target, it would be a sign that limited partner perception of the asset class is worse than feared. The shockwaves would be felt across the venture universe.

 The Numerator Effect

Over the past couple of years, the “denominator effect” has been a central issue for most large institutional investors / limited partners. Some quick background for the unfamiliar: If you think of an institutional investor’s allocation to venture capital as a fraction, the denominator is the total value of their total investment portfolio. The numerator is what is invested in venture capital. Stocks and bonds are traded daily, whereas venture capital is only valuated quarterly. When stock prices fell during the recession, it brought down the value of the overall portfolio, or the denominator, but at the same time, the percent actually invested in venture capital went up because the value of venture portfolios 1) are reported on a lag and therefore had yet to be written down in line with the public markets, and 2) didn’t declines as much relative to marketable securities.

In 2010, what we have already seen is that the denominator has rebounded – in line with the stock market (for example, the NASDAQ was up around 40% in 2009). However, the numerator, or value of institutional investors’ venture portfolios has remained suppressed – again, because venture capital valuations are reported on a lag. The real value of the numerator won’t be known until final year-end 2009 data is taken into account, which won’t be until April. Once that happens, institutional investors will really be able to get a true sense of where their allocations stand. This means that the second half of 2010 should see more commitments than the first half.  

 Attrition:

Early in 2009, PE Hub’s Dan Primack released a list of “The VC Walking Dead.” These were venture capital firms that were officially in business but which no longer had enough cash to add new portfolio companies. Presumably that meant they will no longer try or be able to raise subsequent funds.  Expect the list of firms that fall under this category to grow in 2010. The bar for venture firms will be much higher going forward. The amount of capital committed to the asset class will probably never (or not for a really long time) return to the levels of 1999-2000, or even 2007 for that matter. It’s the general consensus that there was too much capital in the venture industry and limited partners weary of the asset class have every reason to be extra judicious with their commitments. That spells bad news for undifferentiated firms, inexperienced firms, and firms with poor track records. 

I've written a few times now about the idea of a crowdsourced venture capital fund - where there would be a large number of small investors, each playing a role in the fund's investment decisions. It’s my belief that as the venture industry evolves, the disconnect that exists between investors, venture capitalists, entrepreneurs, and the tech community can be bridged well through such a fund. If you'd like some more background on what my ideas for a crowdsourced venture fund are you find it here, and here.

 I got thinking about a crowdsourced venture fund again after reading some more about the great stuff Y Combinator does. Y Combinator provides seed funding for startups, but money is just a small part of what they bring - typical investments are less than $20,000. Instead, where Y Combinator really provides value is in their work with the startups they fund. They provide hands-on guidance to help startups become successful, including forming the company, legal issues, developing the product(s), managing the company's growth, and even finding future funding. In an age where the cost of starting an internet company has gotten pretty low, Y Combinator, which has helped spawn great companies such as Disqus, Loopt, Scribd, Xobni, and Reddit, provides something more valuable through its expertise and connections. It got me thinking that a crowdsourced venture fund would need to be able to do something similar.

A crowdsourced venture fund would be best suited for making tech investments; particularly early-stage tech investments where the backing of a crowd (in this case the LP base as well) could help propel portfolio companies. You would also be able to draw from the wisdom of the crowd to help with any problems faced by the startups invested in. Here, you have an instant network, as long as the LP base remains on the tech-savvy side, which you would expect. But what about the nuts and bolts of a company and nurturing it properly early in its life? The truth is that most traditional venture capitalists don't do much there as you would think, which makes YCombinator special. In a crowdsourced fund you would ideally want Y Combinator-type VCs armed with their own connections which, along with input and backing from the crowd, would really create an ideal situation. You would be able to help entrepreneurs effectively through a variety of issues by drawing from the crowd, only having to make sure that the crowd is sufficiently engaged to want to lend support. Part of this is achieved through their investment into the fund itself. Part of it is also making them involved in the investment process.

What would a crowdsourced fund do with a very large pool of capital? It would be able to do what Y Combinator can't do: continue to fund the companies at later stages. Instead of having other venture firms come in for a series A or B round, ownership could be maintained in the companies as they grow. Of course you could always push for a larger ownership with the seed funding as well, but you have to be careful there as you want the entrepreneurs to be motivated with significant interest in their companies.

And what about the vetting investments? Y Combinator has an application process for companies, but for a crowdsourced fund, you would probably want a combination of companies applying for backing as well as the fund's VCs going out and sourcing investments in a traditional manner. Both sources of dealflow would be pooled and, as I've mentioned before, the crowd, or LP base, would be able to vote on the most promising companies, which the VCs would then use as input in making their final decisions. The reason you wouldn't leave it up purely to a vote is that you need to protect the confidentiality of potential investment and so voters would not have complete information when making decisions. You would also use the wisdom of the crowd by voting/collaborating on solutions to problems companies face that can't easily be solved by the VCs and would benefit from having input from the crowd. While the crowd, or LPs, wouldn't be compensated for their participation, they all have their investment in the funds at stake as a motivator.

The thought of a crowdsourced venture fund is definitely idyllic, and maybe even more so if you want to try to do some of the things Y Combinator does, but as capital starts to take a back seat to the other things venture funding should provide, it’s a model that seems to make more and more sense.

Previous posts on Crowdsourcing Venture:

Crowdsourcing Venture

Another Take on Crowdsourcing Venture

The Private Equiteer recently brought up an aspect to private equity and venture capital returns that is often overlooked and unaccounted for: The fact that investors (limited partners) in funds have to set aside or plan around the capital they have committed to a fund. For those less familiar with private equity, investors in funds do not pay in the full amount they decide to invest in a fund right away. Instead, capital is called by the general partner as the fund makes new investments. Rarely do limited partners set aside their full commitment to a fund and hold cash to meet capital calls as they come. Most model around expectations provided by fund managers and hold only the amount of cash necessary to meet capital calls.

The Private Equiteer argues that opportunity cost of holding cash, or the risk of default associated with reserving inadequately should be factored into private equity returns. I would agree that there is some opportunity cost involved, but the simple fact is that virtually no limited partner holds the full amount of a commitment to a fund it has decided to invest in as cash – only for short periods to meet imminent capital calls, which in the grand scheme probably has a negligible effect on returns. There’s also a very limited chance that a limited partner defaults on a capital call. It’s extremely rare, and even if it does happen, there are remedies that would allow the limited partner to continue investing in the fund – rarely would all value be lost.

The reason these two issues aren’t talked about too much is probably because they’re not really major  issues to begin with. Putting aside the risk of default (which is incredibly small), let’s take a look at the effect holding committed capital as cash would have on a fund’s return. If you remember, in my model for a crowdsourced venture capital fund, I suggested that all committed capital would have to be called at the onset of the fund to make things logistically simpler – perhaps as the private equity and venture capital industries evolve, we’ll see more of this. Below I’ve modeled out a hypothetical private equity or venture capital fund’s cash flows under a normal model (which assumes that cash comes in right at the time of a capital call) and also for a model where cash is held/called at the onset of a fund (same impact on returns). I’m using 5% as an interest rate for the cash and the rest of the cash flows for both models are the same. Here’s what we get:

As you can see, there is clearly an impact on the fund’s IRR - a difference of around 1.3% in this case, but with a return multiple of 1.6x under both scenarios. Is this a significant difference?  I would say it’s definitely material, but it depends on the investor. The difference is probably significant enough to impact investment decisions and overall portfolio performance, and its why funds do not call capital upfront (negative impact on IRR, even though all other performance is the same) and why limited partners don’t hold cash. They assume they can earn even more than the 5% I modeled in on their cash. The only benefit derived from calling capital upfront or holding a commitment as cash is eliminating the risk of default, but as I mentioned before, it’s such a small risk in the first place that it does not make sense to protect against in such a way.  That said, I do stand by the idea that for different models such as a crowdsourced fund, you would still want to call all capital upfront, even if you sacrifice a bit of your IRR.