VC Funding, Ratchets and Optionality

A bug (some call it a “feature”) of taking money from VCs is that it comes in with short optionality. VCs try to protect their investments by introducing “ratchets” which protect them against the reduction in valuation of the investee in later rounds.

As you might expect, valuation guru Aswath Damodaran has a nice post out on how to value these ratchets, and how to figure out a company’s “true valuation” after accounting for the ratchets.

A few months back, I’d mentioned only half in jest that I want to get into the business of advising startups on optionality and helping them value investment offers rationally after pricing in the ratchets, so that their “true valuation” gets maximised.

In a conversation yesterday, however, I figured that this wouldn’t be a great business, and startups wouldn’t want to hire someone like me for valuing the optionality in VC investments. In fact, they wouldn’t want to hire anyone for valuing this optionality.

There are two reasons for this. Firstly, startups want to show the highest valuation possible, even if it comes embedded with a short put option. A better valuation gives them bigger press, which has some advertising effect for sales, hiring and future valuations. A larger number always has a larger impact than a smaller number.

Then, startup founders tend to be an incredibly optimistic bunch of people, who are especially bullish about their own company. If they don’t believe enough in the possible success of their idea, they wouldn’t be running their company. As a consequence, they tend to overestimate the probability of their success and underestimate the probability of even a small decrease in future valuation. In fact, the probability of them estimating the latter probability at zero is non-zero.

So as the founders see it, the probability of these put options coming into the money is near-zero. It’s almost like they’re playing a Queen of Hearts strategy. The implicit option premium they get as part of their valuation they see as “free money”, and want to grab it. The strikes and structures don’t matter.

I have no advice left to offer them. But I have some advice for you – given that startups hardly care about optionality, make use of it and write yourself a fat put option in the investment you make. But then this is an illiquid market and there is reputation risk of your option expiring in the money. So tough one there!

Minimum Support Prices

In India, we have this concept of “Minimum Support Price” for agricultural commodities. It is basically an unlimited put option written by the Government in order to protect farmers against not getting “appropriate remuneration” for their produce. In that sense it can be thought of as an implicit subsidy towards agriculture. There is merit in the argument in favour of such a measure – agriculture is a fundamentally high risk business and in the absence of such safety nets, not enough people might take the risk to sow a particular crop, leading to shortages.

On the other hand, it can be distortionary too. If the MSP is set too high, it can lead to a glut in that particular crop in that year, at the cost of other crops, leading to shortages in the latter. Hence, it is a tool that is necessary but one that should be used with care.

Now, the MSP has to be set in advance – so the MSP for the 2013-14 season has already been set.  This is again a risky move but a necessary move – farmers need to know the minimum amount they can get for each crop before they make their sowing decision.

Source: Commision for Agricultural Costs and Prices
Source: Commission for Agricultural Costs and Prices

The figure on shows the Compounded Annual Growth Rate (CAGR) in the MSP of a few important agricultural commodities between 2007-08 and 2013-14. Notice that the CAGR is lowest for crops such as wheat or rice, and high for crops such as Tur Dal or Moong Dal. Under the current Public Distribution System (PDS), families below the poverty line get rice and wheat at subsidized rates, but not pulses. Note that I’m only mentioning facts and not trying to suggest any causation here.

Interestingly, the MSP for coarse grains such as Ragi and Bajra has also grown significantly faster than that of rice or wheat. Also note that prices of cotton and jute have grown rather slowly over the period of consideration.

Now, while this tells us by how much prices have changed in the last six years, it is also pertinent to see how the prices have changed – did the price rise consistently over the last 5-6 years or were there some discontinuities? The next figure tries to address this issue.

Source: Commision for Agricultural Costs and Prices
Source: Commission for Agricultural Costs and Prices

The figure on the left here charts the actual year by year growth in the Minimum Support price of the crops under consideration. To me, two things jump out from this graph – apart from sugarcane, there was a steep increase in the minimum support prices of all commodities between 2007-8 and 2008-9. You might want to be reminded that India went to polls in the summer of 2009 and Maharashtra, a prime sugarcane growing state, went to polls in the winter of the same year. Again, I don’t want to claim any causation.

Then, from 2009 to 2012, minimum support prices of these commodities remained largely constant – perhaps compensating for the large jump from 2008 to 09? And then again there was a spike from 2012 to 2013. There is no such jump from 2013 to 2014, though. Note that the nation goes to the polls in 2014.

Tur and Moong dal, however, have seen a rather secular increase in prices in the last five-six years.

How the proposed Food Security Bill will affect the MSP is left as an exercise to the reader. Comments are open.

PS: Data that I’ve used for this post is available at the website of the Commission for Agricultural Costs and Prices.