[EP 067] What the Tech? Startups, IPOs and how and when to Exit

Joanna: Hi, it’s Joanna Oakey here and welcome back to The Deal Room podcast, brought to you by our commercial legal practice Aspect Legal.

Today we have back the fabulous Oscar Jones of Copperstone Capital to talk about the second part of our series in talking about exits for tech startups.

In part one of this two part series, which is back in episode 64, we talked about exit for tech startups from the perspective of what an exit looks like and why it needs to be considered sooner.

But today, with Oscar, we are going to be talking about the topic of why we need more exits in the tech space altogether. So Oscar, welcome back!

Oscar: Thank you very much, Joanna. Nice to be back.

Joanna: Great. Okay. Look why don’t you kick us off then with your general thoughts flowing on from where we left our discussion in the last episode. What is an exit strategy and why did we need more exits in the tech space? What’s your proposition here and what are your reasons behind it?

Exits for tech startups are different

Oscar: Well, I would like to make an observation first of all that there are lots and lots of articles, website, blogs and other bits of information on tech startup. Most of them seem to focus on getting started, on leadership issues and particularly around funding, whether seed funding, Series A, Series B, all that sort of stuff.

Whilst we hear a lot about the big exits – the big IPOs, the big exits, the billion dollar exits, we really don’t hear very much about the small exits, the early ones, the ones that I think are the lifeblood of this industry.

Joanna: I love it. So you’re sort of talking about innovation here in one sense. Because look, the reality is starting (well starting any business) but particularly starting a tech start up business takes a lot of energy. I think that’s probably the reality, right?

And I guess exits create this space of changing the energy flow a bit and allowing a tech business to evolve into something new once it’s got through the startup phase.

Oscar: Yeah. Well, it’s interesting. I’ve got quite a number of friends who started businesses a long time ago and there was never any thought for them to exit their businesses. They were building a business for them, for their career.

They would build and run these businesses. They’d never get huge. Once they got to an age where they wanted to retire, they would start to think about the exit then.

There’s many of those around. We’ve heard about baby boomers and how they are now starting to look at selling their businesses.

But for some reason tech startups are different. I’ve been trying to think about this. I think the main difference is once you raise capital, once you bring investment money in, investors are looking for a return. The only way they’re really going to get a return is for them to be able to sell their shares in the business. That’s effectively what the definition of an exit is.

If you’re going to go to a trade sale, then you’re going to sell 100 percent of the shares of the business so the founders are going to have an exit as well. Most of the tech startups that exit do exit through a trade sale not through an IPO.

 

 

Don’t go IPO if you’re too small

Joanna: And who is a candidate for an IPO?

I think you’re absolutely right. I mean let’s get real here. Listing a business takes a lot of time, money and effort. And then did I say money? And did I say money?

Oscar: And a lot of legal fees as well, Joanna.

Joanna: Exactly. That’s right. So it makes sense that IPO isn’t the most regular exit option. Technically, I guess it’s not an exit per say always.

Oscar: Well it’s not normally an exit for the founders.

Joanna: Yeah.

Oscar: Because most of the companies that go on to an IPO don’t meet, most of them don’t meet the ASX requirements for revenue and profit so they normally end up having escrows on the founders shares for a period of time. Therefore, the founder is now at the whim of the market and the market can be a very tough mistress.

Joanna: Yeah. And who are these companies do you think? What does it look like?

If a founder is sitting here looking at their tech business and they’re saying, does this have the legs for us to move this towards an IPO in the future? What’s your thoughts on what makes business a good candidate for an IPO in this space?

Oscar: In much of this space data is limited. There’s a lot of information on what happens with IPOs, but not so much on those that didn’t make it to the IPO. We’ve got a biased data set in that we can only look at those who have actually got onto an IPO.

But even that is a bit of dangerous pictures that come out. If we have a look at for example 2017 and all the IPOs that went on the ASX and we have a look at how they’ve performed a year later, we’ve got that nearly 60 percent of the IPOs that listed under 50 million dollars market cap went down or showing a negative full year return. Whereas over 80 percent of the above 50 million dollar caps were positive for the full year.

What’s the take out of this?

Don’t try and list if you’re too small. First thing you’ve got to do is whilst you might be able to get onto the ASX, it’s a very very tough place to be if you’re too small and particularly if you’re burning money still, if you’re going through cash.

Joanna: Tell you what. That’s an interesting point. We will have a podcast coming up soon with some representatives from the NSX, which is an alternative exchange. I don’t know if you dealt at all with the NSX Oscar. But the NSX, as opposed to the ASX, is all I guess mandated purpose for being is to provide an alternative exchange for businesses that aren’t as large as might do well out as an IPO on the ASX.

I guess maybe that’s a possible strategy. But I guess the question here is, is it the listing process as a whole to which there is issue based on the size or is there a relevance of the exchange you might use?

Oscar: Look, I don’t really want to comment on the NSX. I’ve had a few companies have been interested in going in that way. They’ve ended up not going there.

I think they struggle with not a lot of institutional investing. Let’s face it. When you have a look at the ASX and who are the movers and shakers, it’s the institutions that drive the ASX.

Joanna: Yeah. Well I guess the idea of the NSX is about providing a bit of liquidity that we don’t see in private companies. But I think it’s an evolving space in Australia. But who knows. Anyway, that’s a subject of a future podcast.

 

 

Category Kings: the real candidates for IPO

Oscar: The Nasdaq in the US is a very strong market. But it is a bit of a different focus of course. It isn’t just dealing with small. It’s more dealing with tech companies, so a different focus there.

But what’s also interesting is some of the work that was done. I think it was a publication in the Harvard Business Review. They identified who were the real candidates for an IPO and they came up with this idea that if you’re a category king, then you’re going to go very well with an IPO.

Joanna: And tell us what you mean by that?

Oscar: So three parts to it. It’s companies that are creating entirely new categories of products or services in order to fill needs that consumers hadn’t realized they had.

A classic example of that is Steve Jobs’ development of the smartphone, the touch phone. People said why would you want to do that? The existing mobile phones could read emails, they could send text, why would you want to do anything more than that on it? And you know that now have gone into history about why we did need that.

Secondly, they articulate new problems that can’t be solved by existing solutions. I suppose you could argue that Uber might meet that. The problems there were all around the efficiency, the effectiveness of taxi companies and Uber came up with a new way, a new solution to it. And also cultivating large and active ecosystems. Of course Facebook and Instagram fit that perfectly.

So if you’re a category king or if you believe you’re a category king and you can go above a hundred million dollar market cap, then I think you’re a candidate for an IPO. If you’re not, then you’re looking at a trade sale.

Joanna: Yeah, and I guess just based on the very definition there that you gave, we’ve probably got a fairly limited market here in Australia. Or a limited pool, right?

Oscar: Exactly. And it’s interesting, Atlassian meets all of those dot points. You could say Atlassian is a category king. I think they also talked about getting at least 70 percent of the market. That gives you an idea of why these things are attractive to the public to invest in.

Joanna: But I think the average tech startup certainly they have these companies in mind and particularly the Atlassian in their minds. But of course, it’s not as simple as having that idea and immediately executing.

I don’t know what the numbers are, but I’m sure if we looked at the number of tech startups we’d say a very very small percentage will even get to the point of having a business that would even be able to get a significant exit event. Right? Let alone consider IPO.

I guess the reality then is our founders think more about capital raising than exit. I guess that’s part of what your concept is here, that you’re talking about. How do you feel the interaction of capital raising versus exit strategy works? Or are they a strategy that works together?

Oscar: It’s very difficult to get really good statistics on the startup space, because you’ve got to follow companies over a long period of time and you’ve got to have quite a large data set and they’re difficult to find. Most M&As, trade sale M&As are covered by a non-disclosure agreement. Only about a quarter of them publish how much they paid.

Joanna: Yeah.

Oscar: So it’s very very difficult getting information around this space. However, the work I’ve done so far would suggest that there’s about 1.8 million tech startups per year globally, new tech startups. Of those, 27 percent get some form of official funding.

Joanna: Wow. That much! Goodness!

Oscar: Yeah. Either from an angel or something like that. Only 12 percent go on and do a Series A. Now 26 percent actually have an exit, whether it be an IPO or a trade sale, which leaves an awful lot of company either sitting in one of the steps or failing.

My argument is if we could improve the early stage exits, and 56 percent of startups never get the funding and don’t get an exit. Even if we double the amount or even if we could say 50 percent extra exits on that, that’s another 10 percent would have a successful exit.

That means that those founders now have some money in their pockets and some valuable lessons to apply to the next startup. The investors get some money back plus a return so they can now recycle their money. There’s a whole lot of benefits about doing that.

Joanna: And so how do you think we increase the number of exits for tech startups and the proportion of exits in earlier phases?

 

 

A need for more early stage exits

Oscar: I think there are two things that need to happen. The first one is with the tech startups themselves. A lot of those exits that happen early on are what we call accidental exits.

Joanna: I like that term.

Oscar: They’re not planned. They get an unsolicited offer.

An unsolicited offer in my world is a dangerous red flag that popped up. Because as soon as you only have one person bidding, you don’t have an option so you don’t really know what the market value of the business is at that stage. You know what one person will pay for.

Joanna: And usually I think when people are at that phase of considering an offer that’s come in accidentally, as it were Oscar, they have not had the time to be educated at all about the process either. I think that’s another risk. Because quite often they’re in an environment where they feel like they need to make some quick decisions, but without having any benefit of background understanding.

Oscar: Absolutely. The other thing is that the companies that are making the offer have probably been through this at least half a dozen times. They will be well resourced. They will typically have an internal project manager. They will have external due diligence accountants and lawyers all ready to go. And on the poor old tech startups side, they’re scratching their heads, maybe asking their advisory board what on earth do we do now.

Joanna: And often it will be quite time bound as well. There’ll be an offer and there’ll be a requirement in relation to timing, which will create pressure for the founders.

Oscar: So back to the point. The way that we can improve the number of exits is to raise this as an issue with tech startups so they can start to plan. You can run an M&A sale process whenever you need to and that will get offers from your potential buyers.

The other side of it is to really be able to help the larger companies understand why they should be in this space buying tech startups. In Australia, we really don’t have that many companies that are active in this space.

Joanna: Let’s talk about that. Let’s talk about the benefits for these larger companies in buying tech startups. What are they do you think?

Benefits of buying tech startups

Oscar: Well I think we could summarize it as this. Most entrepreneurs I’ve come across are very good at taking absolutely nothing and building it into a 10 to 20 million dollar business. That’s where they excel.

But once you start to get past about five to 10 million dollars. Well, once you get past a million dollars in revenues, your skill sets change. You’ve got to start to become a leader. You start to have to deal with a lot more people. You have to have organization structures. You have to be able to delegate and to have different roles all starting to work together. Those skill sets are very different from the entrepreneurial skill sets.

Larger companies are very good at taking a 20 million dollar business and building it into 100 million dollars. Fundamentally, the skills that a larger company brings to a business that’s already got itself to a 10 to 20 million dollar valuation really allow them to scale up. And they will often be able to do that a lot faster than the alternative route, which is to go for a series funding and then build your own processes in your own business.

The second thing is that from a larger company’s perspective, there is so much disruption going on. That effectively you can either be a disruptor or you can be disrupted, but you’re going to have one or other of them.

There are so many different technologies out there that I don’t think even the largest of companies can be across everything. Have a look at some of the innovations that are starting to happen in artificial intelligence, in the internet of things, with quantum computing, with block chains.

All of those would require their own full R&D program to get on top of if you’re a company. You don’t know which one of those technologies is going to impact your business this year, next year, five years or 10 years time. It will impact it.

So one of the ways that you can drive an R&D program in a larger organization is you do your core R&D yourself. You’ve still got to do that. But you can buy some of the other technologies which are starting to impact on your business by looking at what the tech startups are doing.

That’s really the summary. We need to work on both the tech startups being more active in their exits, but also the larger companies understanding more about what the benefits of buying them.

Joanna: Yeah. I think that’s a really good approach. And so do you have any comments on how tech companies can maximize their value if they are looking at this earlier concept of exit?

 

 

Maximizing the value of your startup for an early exit

Oscar: Yeah. There are a number of things that you need to be aware of. The first one is there are different types of acquisitions depending on where you are on the journey.

The very earliest type of acquisition is called an acqui-hire, where it’s an acquisition which effectively is to buy the team you’ve put together. This was big a few years ago where Microsoft and Intel and Google were all wanting to buy artificial intelligence team and they would buy companies simply to get the team, not to get the product itself.

Once you move past that, you really need to have had a minimum viable product out in the marketplace, getting to a point where you’re starting to get some significant revenues in. But before you scale. I guess this is where you want to end up with once you’ve done a seed funding.

At that point, you can actually be quite valuable because a larger company can come in and basically they have a clean slate when it comes to developing the sales and the rollout strategies.

Joanna: What sort of size are you talking about for this business?

Oscar: For software as a service, SAS companies, you’re probably talking up to a million dollars in revenue.

Joanna: Right. Okay.

Oscar: Once you get past the million dollars, you’ve really got to have started to roll out your sales process and start to really build the business out. And you probably go into a bit of a dip so there are the ideas of windows of opportunity through the exit.

Your first window is when you’re getting up towards that million dollars before you’ve really scaled, and you can be quite valuable at that point. Your value then probably dips if you decide to continue on and develop it. Because all the investment you make from then on potentially is duplicating what a larger organization has already got.

So you get a bit of a dip then, and the next window comes when you start to generate your own revenues or profits particularly where you can actually value those profits themselves.

For SAS companies, maybe you’re being valued on a sort of an eight times your revenue multiple or something like that. Once you get to a larger number, you can then start to add value.

Joanna: Interesting comment there. I think anyone who’s listening who advises tech startup companies. I know we definitely have some listeners here who are the founders of tech startup companies themselves because I’ve been speaking recently to a few of them.

I think it’s a really important point that you just made so I think we should emphasize it – that there are these points of maximize value and then dips. It really shows how important it is when you get to that point of maximize value. For example, our first point here is you talk about being that point of approaching that million or around about that million dollar mark. Presumably, probably not in profit yet.

Oscar: Oh no. No.

Joanna: Probably not.

Oscar: Still driving revenue at that point.

Joanna: Yeah.

Let’s take a break!

Let’s take a short break. When we get back, Oscar talks about a new acquisition profile that emerged in the tech startup space. Then we’ll run through the benefits of increasing the number and quality of early exits, and the biggest challenges that tech startups face in scaling up their business past that magical 10 to 20 million dollar mark.

And that’s next! You are listening to Joanna Oakey and The Deal Room podcast, a podcast brought to you by our commercial legal practice — Aspect Legal.

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Welcome back!

Welcome back! Earlier, Oscar introduced us to the underlying issues that make tech startup exits different from other industries. We also talked about the risks in going IPO and identified the type of startups that might do well in this space. We then discussed the benefits large companies stand to gain by being more active in buying tech startups.
Let’s now jump back to our conversation with Oscar and discuss the new acquisition profile that’s emerged in the tech startup space.

A new acquisition profile for tech startups

Joanna: It’s interesting to think of the importance maybe at that point of stopping, standing back and having a really solid look at the business, the value at which it is at the moment and how long you’ll have the energy to keep pushing it. And indeed, whether you even want to on your own to push past the next dip. Because presumably when you’re in the dip, you’re looking at a lower valuation so if you missed your mark, you could spend years grinding at it but then get to the point where you’re looking at a lower value at exit.

Oscar: Exactly. And these windows may very well be two three four years apart.

Joanna: Yeah.

Oscar: So there’s a bit of work to do in between the windows.

Oscar: The other thing I’d like to make point is each window has a very different set of buyers. If you decide to push on past one window and you want to grow and become a lot bigger, your potential buyer pool will change dramatically. Let me give you a bit of background about that.

Joanna: Yeah. I was going to say I’m interested to hear the difference in these two buyer pools.

Oscar: Traditional mergers and acquisitions, there’s been a couple of sort of rules of thumb. The first one is you have a merger if the two companies are round about the same sorts of size.

We’ve all read of the problems that you have around culture when you’re trying to merge two organizations. Culture is one of the things that really makes or breaks a merger. To try and avoid that, companies have then go on to say well let’s just do an acquisition rather than a merger.

A traditional M&A acquisition says you want to be buying a company that is between one fifth and one twentieth your size. The reason for those is if it’s bigger than one fifth you’re going to get towards a merger, and you going to have all the attendant problems of culture and trying to integrate. If it’s less than one twentieth the size of your business, it’s not going to make any impact on earnings. The cost of doing it becomes prohibitive for the return for a larger organisation.

However, what we’ve seen with these tech startups is the emergence of a completely new acquisition profile and that is acquisitions at 2 percent or less of your market capitalization. In other words, if you’re a hundred million dollars market cap, you can buy a 2 million dollar company.

Basically, under the normal course of events, you probably only need either a divisional manager’s signoff or a CEO sign off at most. You don’t need to go to the board to get it approved. It’s just a business as normal, which means that it’s much easier to do those.

Why you wouldn’t do it in the past is because it would make no difference to earnings. But if you are buying a tech startup with the sort of growth patterns that most tech startups have, in a few years’ time it will make a big impact and it will be about disruption of the industry rather than a business as normal type approach.

What that means is if we take that and we have a look at what actually is possible. If we had a startup that was valued, let’s say we think it’s valued at around about 10 million dollars. Then if you want to try and go with this new small acquisition, you’d need a company that was round about 500 million dollars or more in terms of market cap.

If you go to traditional M&A, then you might only be looking at a company that’s 50 to 200 million dollars market cap. And a merger, of course, would only be 10 to 20 million dollars, same size as you.

Obviously, there are more smaller companies than there are larger companies. In fact, in Australia there are only 89 companies with market caps greater than five billion dollars. There are further 211 companies that are between 1 billion and 5 billion. So it is easy for a lot of Australian companies to buy a five to 10 million dollar startup.

Once it gets above that, you start to get into issues. It becomes a larger buy and it starts to become a higher risk and probably needs to go to the board.

If you get bigger than that and you still want to keep that 2 percent, you run out of buyers in Australia very quickly. You then have to start talking about having a buyer who is overseas, and of course the two to look at is China and the US. Both of which have challenges in terms of an acquisition process and it might be interesting, I dug up these little stats.

Joanna: You’re the stats man, Oscar! I like it.

Oscar: There were 96 tech acquisitions in Australia in 2017. The average deal size was 17 million dollars. Now what that means is that there were a few big ones in there. So the median deal size was probably a lot less than 17 million because your averages get distorted when you’re averaging those sorts of valuations. So median could very well be below 10 million. That’s what I mean when I say look at early exit.

What does this mean to the founder?

Well, at 17 million dollars sale price, if you want to earn the sort of three to four times return that an angel investor requires, you can only afford to raise a total of one point four million dollars and achieve that return. That’s the most you can raise.

Just as an aside, the average value of VC funding in Australia in quarter two 2018 was 9.4 million.

Joanna: Wow. Okay. All right.

Oscar: But once you take on a Series A funding, you’ve priced yourself out of that early exit in Australia.

Joanna: So it really is a timing critical matter.

Oscar: It is. It’s something that needs to be planned and thought of. Pretty much once you’ve got to the minimum viable product stage, that sort of stage, you need to start to really think about this.

Joanna: We’ve traversed some really interesting issues here. I think the sorts of things we have been talking about today are absolutely critical for startup founders to be thinking about very early in the piece, as we talked about in the last episode, thinking about right from the beginning.

But I think today’s discussion has probably provided even greater reason and certainly all the figures that you’ve been talking about really reflect on why there’s an important time for the knowledge to be out there about the relevant points of when exit needs to be considered and the impact of raising capital and raising certain amounts of capital on what your exit timing is likely to be able to be.

 

 

Benefits of increasing the quantity and quality of early exits

Oscar: And if I can just add one other thing. What is really interesting is that we know that startups are high risk. That’s a given.

Joanna: Yeah.

Oscar: And investors improve their returns by building a portfolio. Founders don’t have that ability to build a portfolio, or at least they don’t have the ability to build a portfolio at any particular point in time. Because a founder needs to be focused specifically on their startup.

However, if we can improve the number of early exits, increase them, improve the quality of them. What we’re effectively doing is building the CVs of founders much more strongly than you would if they were left to struggle for longer. It’s building experience and effectively it’s allowing them to diversify longitudinally rather than at any point in time.

Joanna: That’s an interesting point. What’s your experience personally in terms of how long a tech founder will stick around after an exit?

Because part of what you’re saying is based on the concept that the founders will exit and completely exit the business, won’t continue on. So they’ll go on to innovating, creating the new tech business, which I actually think is probably exactly correct.

I think in many cases even where founders having their mind that they want to go and be part of the bigger entity that’s acquired them, this only lasts for a certain period of time. Because I think the very things that make for a good founder are the exact things that don’t perhaps work so well in the new environment of reporting to others and all of those, the constraints.

Biggest challenges in scaling up your tech startup

Oscar: I would go even further, Joanna. I would say one of the biggest challenges to tech startups growing past that magical 10 to 20 million dollar early exits is the personal growth and skill sets of the founders. That it takes a very, as we said before, it takes a very different skill set to build a business from 10 to 20 million dollars to 100 million dollars.

I hate to say it, but most founders that I’ve come across don’t have the want, the inclination or the skills to necessarily drive those sorts of businesses to that stage. One of the challenges always in advising tech startups that are trying to grow past these windows is have you got the right people on board and how are they doing the right roles.

I think for a founder who sells their business to stay around for maybe 12 months, maximum of two years, is typically what the buyer wants because that mitigates the risk. But they are then free to get on with the next idea.

 

 

Joanna: Starting the next one, starting the next.

Oscar: And they’ve got money in their pockets now. They’re not living on the red line from moment to moment, which also can distort decision making.

Joanna: Yeah, absolutely. And I think given all that we’ve said, then that’s another important element that startup founders should be thinking about, really getting themselves in the headspace of understanding when exit is likely to occur and also to have a really clear idea of the reality that they probably aren’t going to want to or won’t have the opportunity to continue to stay around in the long term after an exit. So they really need to be clear about what’s next for them on the horizon.

Oscar: Exactly.

Joanna: Good. I think we’ve covered some excellent topics here, Oscar. I just want to say thank you so much for coming back again.

We have links in our last episode for how people can find you. But how about we do it all again, Oscar. If our listeners are in this tech space and would like some of your expertise, how can they find you?

Oscar: Okay, so three points here. The first one is the company website has got all contact details and more information and some interesting blogs on it. It’s copperstone.com.au.

Joanna: And for our listeners, just so you know, we’ll put a link to that in our show notes as well. Just In case you didn’t catch that as you were running along.

How else can they find you?

Oscar: We’ll have a stand at StartCon, which is the conference which is at Randwick Racecourse on the 30th of November to 1st of December. I’d be delighted to have a chat with you if you were along at that conference.

And thirdly, I’m just about to go to the printers with a new book called “The Art of the Exit” where a lot of these ideas start to gel.

Joanna: I love the name, and so what do you cover in “The Art of the Exit.”

Oscar: We basically cover a lot of the stuff we’ve talked about today – categories of IPOs, various exits, what a lot of the stats are. I’ve also got a section on how value works right from the beginning of a startup through to a mature business. We build that up using very simple fundamental cash flow valuation techniques to show you how value moves around as you go through them.

Joanna: Brilliant! And Is this focused on tech startups?

Oscar: Yeah, this is specifically for tech startups.

Joanna: Great! Okay, wonderful! Well, I’ll be looking forward to seeing a copy of that book at some stage too, Oscar. I look forward to having a read.

Oscar: Absolutely.

Joanna: Great. Okay. Well look, thanks again for coming along Oscar. I’ve had a lot of fun. I think we’ve covered some really interesting issues here and just remember if you’re at StartCon, make sure you pop over and find Oscar and have a chat to him.

Oscar: Thank you very much Joanna! Pleasure as always.

Joanna: That concludes our discussion with Oscar Jones of Copperstone Capital on why we need more early exits within the tech startup space, and how that benefits the exiting founders, their investors and the larger companies buying these startup businesses.

We also talked about the importance of timing your exits around windows of opportunities in the life cycle of your startup in order to get the best value for your business at exit.

If you’re interested to learn more about the tech startup space, you can reach out to Oscar at StartCon or check out our show notes at www.thedealroompodcast.com where we’ll link through to their website. There you will also find a full transcript of this podcast episode if you would like to read it in more detail.

I hope you enjoyed what you heard today. If you did, please subscribe to the Deal Room podcast on Apple Podcasts or your other favorite podcast player to get notifications straight to your phones whenever a new episode is out.

Thanks again for listening in! This has been Joanna Oakey and The Deal Room podcast, a podcast proudly brought to you by our commercial legal practice Aspect Legal.