Floating or sinking? 5 questions to understand the IPO challenge

Mark Zuckerberg at the NYSE in 2012
Mark Zuckerberg at the NYSE in 2012

In this post I would like to take an interest in ‘Initial Public Offerings’ or ‘IPOs’. We all remember the big tech offerings of the last two decades (Yahoo in 1996, Google in 2004, Facebook in 2012) which made their founders join the billionaire club. Today a company founder is usually considered as ‘unanimously successful’ if he has managed to ‘float’ a significant share of his company – and if the share price has not collapsed since then, meaning that he has won a ‘seal of approval’ from the stock market. Behind this phenomenon, I have highlighted 6 questions worth thinking about in my view.

 

What are the pros and cons of public as opposed to private ownership?

‘Public ownership’ means by definition that shares are made available to the public. Shares in a public company are therefore much easier to buy and sell through marketplaces (stock exchanges) or ‘over the counter’ (where the buyer and the seller negotiate directly). Private company shares can only be exchanged through the latter way. This largely prevents small shareholders (such as employees) to monetise their shares.

Credits: www.cartoonstock.com
Credits: www.cartoonstock.com

Public ownership requires that all potential investors benefit from the same level of information. This explains why public companies’ annual reports are usually hundreds of pages long. Producing this information and, more importantly, making it compliant with regulatory requirements, comes at a (significant) cost, notwithstanding the fact that a public company may have to reveal competitively sensitive information – one of the reasons why they tend to have recourse to cryptic jargon. Conversely, private companies do not need to release any data to the public -they just need to maintain an even level of knowledge within their current investor base.

The fact that information is limited and that share trading mechanisms are more difficult to implement makes the potential shareholder base narrower in the case of a private company. As a consequence, the investor base in a private company is usually much more concentrated, meaning that it is easier for shareholders to push management in the same direction – this one of the core governance principles underlying private equity – and this may seduce ‘activist’ investors.

On the contrary, public companies can attract a higher number of small investors and could thus raise a higher amount of money – a few years ago raising money to fund growth was one big reason for companies to go public, at least in Europe. Nowadays, with quantitative easing in place and interest rates in negative territory, private companies can fund their growth without having to go public – see Uber’s recent $3.5bn fundraising round.

Source: Financial Times
Source: Financial Times

So, to summarise, going public provides liquidity to existing shareholders and enables the company to tap into a wider investor base, but this comes with a price associated with the publication of regulated information.

 

Why is there a push for private tech companies to go public? Is this push unanimous?

Tech company shareholders (e.g. venture capital funds) perceive the current environment (excess of liquidity, stock markets reaching all-time highs etc.) as extremely favourable for introducing new stocks at a relatively high price compared with historical standards. These funds typically have 10-year lifespans and are in a pressure to return liquidity to their investors. Pressure has been formalised in Spotify’s last debt fundraising round terms: the more the company waits to file for an IPO, the more expensive the debt will become. Separately, employees in these companies accepted to trade a share of their cash compensation for shares (‘stock-base compensation’ represents 31% of revenues at Twitter) and would like to see their hard-working, poorly remunerated efforts ultimately pay – as mentioned earlier, it is nearly impossible for an individual shareholder to sell the shares he owns in a private company.

On the other side, you have management teams which, as mentioned above, do not perceive the need to go public any more to fund growth, although they can clearly see the regulatory burden associated with public ownership.

Source: Financial Times
Source: Financial Times

To hep the two sides meet, ‘secondary markets’ have recently developed as a middle ground between unstructured private ownership and fully-fledged public stock markets. These secondary markets enable early-stage investors to cash out while maintaining the ‘private’ nature of the company.

 

Why is the IPO window said to be narrowing?

The number of IPOs has over the last few months collapsed – only 14 since the beginning of 2016 compared with an annual average of 49 since 1980. Not that the flow of candidates has dried up: Misys, a UK financial software provider, cancelled its IPO last month while O2 has indicated that the company’s planned IPO would not happen this year.

After having been attracted by the new shiny unicorns, ‘public investors’ are now proving much more cautious in their approach – possibly still having in mind the misfortune of past so-called ‘success stories’ such as Zynga. See for example this list of ‘top 10 IPOs to watch in 2016’ and compare it with the actual number of completed IPOs to get a feel of the chilly market weather.

Yes, 2015... Credits: www.turner.com
You could recycle the list for 2017. Credits: www.turner.com

Now a shiny brand name and a glossy equity story are usually not enough and the days of valuation based on revenues (i.e. putting aside any profitability consideration) or eyeballs (the mantra of the late 1990s) are over. Investors are looking for an established business model, a diversified product portfolio (suspected to be the cause of Dropbox’s IPO delay), a clear strategic edge, proven profitability (at least in some geographies) or a clear path to achieving so in the short-term, and a robust and fully committed management team with significant ‘skin in the game’.

This list of selective criteria does not prevent some IPOs to successfully complete. Coupa (despite having not made any profit) or BlackLine are two recent examples of recently floated companies which experienced significant share price growth on their first day of trading.

 

If the environment happens to be so favourable, why are Airbnb or Uber delaying their IPO?

Airbnb and Uber are often announced as the ‘hottest IPOs of 2017‘ – alongside with Snap. Those two brands however have been enjoying success for years now and one could wonder why these firms have been waiting before testing the public markets.

Credits: www.licdn.com
Credits: www.licdn.com

The reasons can be found in the previous questions. Airbnb currently does not need public markets to raise new money. Uber is burning cash at a gigantic speed – more than $1bn in H1 16 according to estimates – which makes the aforementioned ‘path to profitability’ tedious at best. Another less honourable reason is that the firms’ current valuations ($68bn for Uber, $30bn for Airbnb) would probably not withstand public markets scrutiny. Indeed, these valuation figures are purely based on extrapolations of the last fundraising round (see my previous post for further explanation) and tend to be substantially higher than the value allocated to a larger share of the equity.

As another example we could have mentioned Palantir which, despite being privately valued at $20bn, has yet to report a profit. According to Alex Karp, the company’s CEO, the IPO was postponed on the belief that large public companies struggle to recruit the most talented engineers – this statement must have been welcomed by Alphabet‘s teams.

 

Many of the tech start-ups, from small to very large, will have to face the ‘IPO hurdle’ in the coming months or years. In a world where investor liquidity does not represent a discriminating factor any more, public markets may become the next justice of the peace.

Updates, updates…

Some more follow-ups this week:

  • coupa-softwareEarlier this month Coupa Software proved to be one of the very few completed AND successful tech IPOs this year, despite reporting a loss of $24m for total sales of $60m. The shareholders were wise enough to limit the sale to $153m worth of shares, a fraction of the $1bn+ total enterprise value, in order to price the IPO at the top of the range. On the first day of trading the share price had jumped by 121.7% to $39.71, although it has since cooled down to c.$27. In any case this event shows a clear investor appetite for this kind of assets – good news for the likes of Uber and Airbnb.
Coupa Software share price evolution in USD since IPO. Source: Yahoo Finance
Coupa Software share price evolution in USD since IPO. Source: Yahoo Finance
  • On the contrary Theranos, once valued at $9bn, is close to bankruptcy after the FDA pointed out failures in its patient data collection procedures, highlighting the risks for investors who put their money in unicorns operating in ‘regulated’ areas such as healthcare or financial services – remember Lending Club.
  • Credits: rt.com
    Credits: rt.com

    Airbnb is facing ‘life-threatening’ disputes in New York and San Francisco whose governors have expressed the intention to rein the ‘short-term rental’ offering in. It is indeed argued that this type of systems contributes to the increase of rents in tight dwelling supply areas since landlords prefer to rent unoccupied flats on a short-term basis rather than putting it back on the market. So far the New York governor has approved a law which allows the city to fine landlords who list apartments for rentals of less than 30 days – a ‘half-baked measure’ difficult to enforce given that the authorities do not have access to the landlords’ identities.

  • After China, Uber is facing tough competition in Russia where Yandex Taxi, funded by the eponymous deep-pocketed search engine, has decided to cut its minimum base fares in half, leading to a taxi driver protest.
  • More generally the funding environment for start-ups has deteriorated slightly as investors prove increasingly selective in their investment decisions. Venture capital investment in European companies dropped 32% yoy in Q3, in line ith the 35% YTD drop noticed in California. The IPO window has also proven more and more difficult to reach, with investors perceiving some proposed valuations “ludicrously overpriced compared to existing peers”.
  • Credits: www.juancole.com
    Credits: www.juancole.com

    Twitter is back in the doldrums after the last takeover candidate, namely Salesforce, dropped the case after careful deliberations. The share price had already taken a hit after Microsoft denied interest, lowering the competitive tension. Although some experts believe that the company would represent a great ‘trophy asset’ for an activist shareholder, management has now shifted its attention back to streamlining its cost structure, initially designed to serve more than 500m users, way higher than the actual user base (300-350m). This exercise will result in 300 employees losing their job this year, according to Bloomberg.

Twitter share price evolution over the last 60 days in USD. Source: Yahoo Finance
Twitter share price evolution over the last 60 days in USD. Source: Yahoo Finance
  • Carrefour and Auchan have launched initiatives to tap into the wisdom of start-ups to boost their digital capabilities. Les Echos reports that Carrefour has built relationships with more than 150 start-ups and has invested in the VC fund Partech Ventures while Auchan organised earlier this month its first ‘Salon des start-ups’. Due to its close proximity with historical retailers, Lille appears as the spearhead of ‘French retail tech’, having hosted the #conext show as well.
  • UBS became the latest major bank to join the ‘robo-advisor trend’ after it announced that it would roll-out such a service in the UK no later than next month. This decision will make the service available to users with as little as £15k in personal savings, although the 1% annual fee levied for customers investing solely in ‘passive’ funds is still high compared with industry best practices. In the same vein Charles Schwab announced its robo-advisor service was now managing more than $10bn in assets, a c150% yoy growth. The first independent ‘French tech’ player, Yomoni, has much more modest ambitions, targeting $1bn of AuM by 2020.
  • Apple reported its first annual decline (9%) in iPhone sales volumes (in line with analysts’ expectations) despite the misfortune of the Samsung Galaxy S7.
Updated chart showing yoy ASP and sale volume evolution for the iPhone. Sources: SEC filings, author analysis
Updated chart showing yoy ASP and sale volume evolution for the iPhone. Sources: SEC filings, author analysis

That’s it for now!

Blackberry: entangled in the weeds

Blackberry closed an era of mobile phone history by announcing at the end of last month that it would stop manufacturing all handsets. This decision followed a first move in July aimed at discontinuing smartphones with physical keyboards such as the Classic to focus on touchscreens. The transition period was undoubtedly short but expected as John Chen, Blackberry’s CEO, had announced that he would close the handset division if it could not turn profitable by end September.

A future collector's piece. Credits: ww.blackberry.com
A future collector’s piece. Credits: ww.blackberry.com

We could not criticise Blackberry for failing to try and reverse its fortune though. In the same month of July it released a new Android-powered phone, the DTEK50, lucidly dropping its out-of-favour Blackberry OS – which the firm for long thought was protected by subscription fees levied from its 80m+ users. This ‘last-ditch’ attempt met the same fate as the Priv, another Android phone the Canadian firm launched in November 2015. Despite advertising proprietary encryption technology, both models did not prevent Blackberry’s market share from dropping into ‘0.1% territory’ (even the American Senate dropped the phone earlier this year), which makes profitability almost impossible to reach. Handsets will now be manufactured under license and sold primarily in emerging Asian markets, including Indonesia.
Blackberry has since then decided to focus solely on enterprise & government security software, which now account for two thirds of the company’s revenues. The division has been boosted by a string of acquisition in recent years, including Good Technology. Former competitors, such as Samsung, have now become partners.

Blackberry has now found a more modest niche to focus on, although this does not mean that trouble is over. Last June I wrote (privately) a short equity analyst note on the firm, in which I concluded that the stock was a ‘sell’ at $7.26 per share – price is $7.68 as of today.

Blackberry share price evolution since 2006. Source: Yahoo Finance.
Blackberry share price evolution since 2006 (in USD) – flat electro-encephalogram. Source: Yahoo Finance.

I still believe many of the conclusions are still relevant:

  • The software arena (or ‘Enterprise Solutions & Services’ in Blackberry language) is not immune from competition, as Samsung and Android have been developing their own range of services and applications, and it remains Blackberry’s sole lifeline. Given that Blackberry has not yet secured a robust and diversified range of B2B customers for its solutions, the ground is ‘up for grab’.
  • Blackberry has built its security software through a range of acquisitions (7 over 2 years) completed at a fast pace and which may have subsequently been overpaid – 50% of the $724m spent on acquisitions in 2016 has been recorded as goodwill. Furthermore, the harmonious integration of these various pieces as well as the construction of a real ‘in-house’ R&D capability in this field remain to be proven – especially since Blackberry has been cutting its R&D effort over the last 5 years.
Historical evolution of Blackberry's annual R&D 'effort' between FY12 and FY16 (in USDm). Source: Author research.
Historical evolution of Blackberry’s annual R&D ‘effort’ between FY12 and FY16 (in USDm). Source: Author research.
  • The value of shareholders’ equity now largely depends on the value of intangible assets, primarily patents, whose valuation could be subject to significant impairment. As an example in 2015 and 2016 Blackberry decided to cease enforcement and abandon legal right and title to patents with a net book value of $34m and $136m respecctively (approximately 5% of today equity’s book value).

blackberry_patch_l1

Readers born after 1995 will certainly watch the following video with ‘amused’ eyes – yes, this used to be the sharp end of mobile technology.

3 follow-up points from earlier articles

I have been covering an increasingly broad range of topics on this blog, some of which have been recently making the news:

  1. Credits: www.forbes.com
    Credits: www.forbes.com

    A loss-making Twitter has been wooed by a handful of high-tech companies including Google and Salesforce. The Financial Times debates the rationale for such an acquisition: unlike LinkedIn, which was recently acquired by Microsoft, the information published on the social network is fully public – and the ‘voice from the public’ is the only asset that Salesforce could leverage. Google, conversely, can use Twitter as an advertising vehicle – which makes the FT believe that Facebook could also represent a credible bidder. Twitter and Deutsche Bank both suffer from a wrong stance towards diversification (excessive in the case of Deutsche, too limited in the case of Twitter), argues John Gapper from the Financial Times – a view I personally subscribe to.

  2. Large supermarkets have been squeezed between decreasing traffic and food prices and increasing rents. This ‘scissor’ phenomenon has led food retailers to try to diversify their revenue streams; Sainsburry’s has for instance added Argos in-store concessions in some of its largest formats.
  3. Instead of perceiving start-ups as overvalued threats to incumbent tech titans, could we imagine a win-win partnership? This is the question asked by Ludovic Ulrich in TechCrunch. A successful relationship with an established brand name gives credibility to the start-up (and its valuation) and grants immediate access to a much wider audience, while helping the big corporate handle the rapid pace of change. This comes at a time when the IPO window is narrowing, although Takeaway.com managed to list itself last week without any reported quarterly profit yet.

‘Proper’ posts back later this week (hopefully).

9 investor considerations about unicorns (2/2)

[continued from Monday]

logo6. Private information leaves investors in the dark: No other example could better embody this issue than Rocket Internet. Valued at €6.7bn after a successful IPO in 2014 the company is now worth less than 50% of this amount. The lowered valuation reflects two major investor concerns. First, none of the companies in Rocket Internet has proved profitable yet, despite earlier management commitments to IPO one of its companies by end 2016 – a pledge that has now become a promise to turn at least 3 companies profitable by end 2017. Second, and more importantly, in the absence of benchmark, Rocket Internet can use a lot of discretion when valuing its private investments and the Global Fashion Group case shows that Rocket errs on the very aggressive side of the spectrum. This explains why Rocket Internet currently trades at 1/3 of the value of its companies as reported in April – the market believes there are other exaggerations lying in the dark. Research teams focused on private companies (Pitchbook is one of the most famous) have been proliferating in an attempt to guide prospective investors – but the task proves harder in the absence of official financials.

Share price evolution of Rocket Internet since IPO (in EUR). Source: Yahoo Finance.
Share price evolution of Rocket Internet since IPO (in EUR). Source: Yahoo Finance.

7. Soaring valuations are a rational but meaningless answer to a biased set of incentives: Showcasing the highest possible entreprise valuations, especially greater than the ‘magical’ $1bn, represents an efficient way for stakeholders to get (almost free) publicity in a hypercrowded VC market, but such assumptions make little economic sense. In the extreme, if I invest $1 in any given company to get 0.0001% of its capital, the company will have been implicitly valued at $1bn and could theoretically claim to be a unicorn. In real life, Airbnb used a $30bn valuation to raise $550m, i.e. less than 2% of the pre-money capital. Venture capitalists could thus be incentivised to dilute themselves in order to benefit from a better valuation. For instance, if a VC wants to invest $100m in a company, in the case it gets 12% of the shares the company will reached an implicit equity value of $833m ($100m/12%); but if the VC decides to agree on not 12% but 9% of the shares (which make a limited difference a exit unless the firm becomes the next Facebook), the company is now valued $1,111m  ($100m/9%) and has now entered the unicorn club. Great publicity for the firm, but also for the VC, which will be able to leverage this investment case to attract new investment opportunities and/or investors – in that respect Quanergy or Takeaway.com will certainly offer a good window for its backers. For the company’s existing shareholders, this capital inflow priced at a discount is a godsend – Deliveroo raised a $275m Series E last month with no real growth agenda.

8. In fundraising, quality is at least as important as quantity: A global investor footprint is also crucial, especially when the company is considering international expansion. Raising debt, which implies periodical interest payment and thus some form of cash flow predictability, is also a good indicator of the robustness of a business model – Airbnb raising $1bn of debt is a positive sign in that respect.

9. Glimpses of hope announce a rude awakening: As investors are digesting the first wave of start-up investments, they are showing decreasing tolerance for ‘hockey sticks’ in business plans, and TechCrunch recently noted that required metrics and milestones for Series A fundraising are now closer to the ‘classic’ Series B. The number of new European unicorns reached 10 in 2015, down from 13 in 2014. Fundraising amounts in Europe were down $1bn yoy in H1 2016 to $5.9bn.  Showing a clear path to profitability is a key consideration to raise additional fund and investors are less prone to buy the ‘scalability’ argument. Has the European market slowed down quickly enough? This was at least the viewpoint that the Financial Times was defending before the summer – referring to the fact that there is one new unicorn in Europe every 2.5 months compared with one every 1.7 months last year. On top of a structural regression to the mean, Brexit could harm the financing of UK-based start-ups, although the first post-referendum figures tend to contradict this belief. The adjustment could be tough to make internally: entrepreneurs need to switch from ‘hypergrowth’ to ‘sustainable growth’, a mode that requires different skills, a revised strategic approach and a distinct management style.

andrew-evans“Unicorn valuations, in many cases, are a triumph of hope over reality.”

(Andrew Evans, Equity Value fund manager at Schroders, in the Financial Times)

Any other thoughts? Please feel free to contact me or comment under this article.