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Does Asana’s planned direct listing reveal the company’s true value?
Hello and welcome back to our regular morning look at private companies, public markets and the gray space in between.
Asana, a well-known workplace productivity company, announced yesterday it has filed privately to go public. The San Francisco-based company is well-funded, having raised more than $200 million; well-known, due in part to its tech-famous founding duo; and valuable, having last raised at a $1.5 billion valuation.
Each of those factors — plus the fact that Asana is going public — makes the company worth exploring, but its plans to offer a direct listing instead of a traditional initial public offering make it irresistible.
Today, we’ll rewind through Asana’s fundraising and valuation history. Then, we’ll mix in what we know about its financial performance, growth rates and capital efficiency to see how much we can tell about the company as we count down to its public S-1 filing. The Asana flotation is going to be big news, so let’s get all our facts and figures straightened out.
Valuations and revenue
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Nutanix execs discuss how they built their 2016 IPO roadshow deck
Bringing a startup from idea to IPO isn’t an easy task, but if you can build something successful, one major milestone is to go public. Before your Nasdaq debut, however, there’s a major step — building a deck and taking it on the road for investors.
Cloud computing company Nutanix went public in 2016, so we spoke to CEO Dheeraj Pandey and CFO Duston Williams, both of whom were with the company for the big event, to learn about how a company should define itself for investors as it seeks to go public.
Who are you?
Building a roadshow deck is an exercise in communications as founders attempt to carefully lay out their company’s core purpose and how they built it, along with their ethics, aspirations, financials and value proposition. In a nutshell, an effective roadshow deck summarizes who you are, what you stand for and why your company will make a good investment.
CEO Pandey says that in addition to investment bank Goldman Sachs, a number of people from the company helped craft the presentation. “Fifteen people across different functions were involved in building the deck. That included product and marketing, to finance and corporate communications, to legal. I think there were at least six different departments,” he said.
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CrowdStrike’s CEO on how to IPO, direct listings and what’s ahead for SaaS startups
A few days before Christmas, TechCrunch caught up with CrowdStrike CEO George Kurtz to chat about his company’s public offering, direct listings and his expectations for the 2020 IPO market. We also spoke about CrowdStrike’s product niche — endpoint security — and a bit more on why he views his company as the Salesforce of security.
The conversation is timely. Of the 2019 IPO cohort, CrowdStrike’s IPO stands out as one of the year’s most successful debuts. As 2020’s IPO cycle is expected to be both busy and inclusive of some of the private market’s biggest names, Kurtz’s views are useful to understand. After all, his SaaS security company enjoyed a strong pricing cycle, a better-than-expected IPO fundraising haul and strong value appreciation after its debut.
Notably, CrowdStrike didn’t opt to pursue a direct listing; after chatting with the CEO of recent IPO Bill.com concerning why his SaaS company also decided on a traditional flotation, we wanted to hear from Kurtz as well. The security CEO called the current conversation around direct listings a “great debate,” before explaining his perspective.
Pulling from a longer conversation, what follows are Kurtz’s four tips for companies gearing up for a public offering, why his company elected chose a traditional public offering over a more exotic method, comments on endpoint security and where CrowdStrike fits inside its market, and, finally, quick notes on upcoming debuts.
The following interview has been condensed and edited for clarity.
How to go public successfully
Share often
What’s most important is the fact that when we IPO’d in June of 2019, we started the process three years earlier. And that is the number one thing that I can point to. When [CrowdStrike CFO Burt Podbere] and I went on the road show everybody knew us, all the buy side investors we had met with for three years, the sell side analysts knew us. The biggest thing that I would say is you can’t go on a road show and have someone not know your company, or not know you, or your CFO.
And we would share — as a private company, you share less — but we would share tidbits of information. And we built a level of consistency over time, where we would share something, and then they would see it come true. And we would share something else, and they would see it come true. And we did that over three years. So we built, I believe, trust with the street, in anticipation of, at some point in the future, an IPO.
Practice early
We spent a lot of time running the company as if it was public, even when we were private. We had our own earnings call as a private company. We would write it up and we would script it.
You’ve seen other companies out there, if they don’t get their house in order it’s very hard to go [public]. And we believe we had our house in order. We ran it that way [which] allowed us to think and operate like a public company, which you want to get out of the way before you come become public. If there’s a takeaway here for folks that are thinking about [going public], run it and act like a public company before you’re public, including simulated earnings calls. And once you become public, you already have that muscle memory.
Raw numbers matter
The third piece is [that] you [have to] look at the numbers. We are in rarified air. At the time of IPO we were the fastest growing SaaS company to IPO ever at scale. So we had the numbers, we had the growth rate, but it really was a combination of preparation beforehand, operating like a public company, […] and then we had the numbers to back it up.
TAM is key, even at scale
One last point, we had the [total addressable market, or TAM] as well. We have the TAM as part of our story; security and where we play is a massive opportunity. So we had that market opportunity as well.
On this topic, Kurtz told TechCrunch two interesting things earlier in the conversation. First that what many people consider as “endpoint security” is too constrained, that the category includes “traditional endpoints plus things like mobile, plus things like containers, IoT devices, serverless, ephemeral cloud instances, [and] on and on.” The more things that fit under the umbrella of endpoint security, CrowdStrike’s focus, the bigger its market is.
Kurtz also discussed how the cloud migration — something that builds TAM for his company’s business — is still in “the early innings,” going on to say that in time “you’re going to start to see more critical workloads migrate to the cloud.” That should generate even more TAM for CrowdStrike and its competitors, like Carbon Black and Tanium.
Why CrowdStrike opted for a traditional IPO instead of a direct listing
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Airbnb’s New Year’s Eve guest volume shows its falling growth rate
Hello and welcome back to our regular morning look at private companies, public markets and the gray space in between.
It’s finally 2020, the year that should bring us a direct listing from home-sharing giant Airbnb, a technology company valued at tens of billions of dollars. The company’s flotation will be a key event in this coming year’s technology exit market. Expect the NYSE and Nasdaq to compete for the listing, bankers to queue to take part, and endless media coverage.
Given that that’s ahead, we’re going to take periodic looks at Airbnb as we tick closer to its eventual public market debut. And that means that this morning we’re looking back through time to see how fast the company has grown by using a quirky data point.
Airbnb releases a regular tally of its expected “guest stays” for New Year’s Eve each year, including 2019. We can therefore look back in time, tracking how quickly (or not) Airbnb’s New Year Eve guest tally has risen. This exercise will provide a loose, but fun proxy for the company’s growth as a whole.
The numbers
Before we look into the figures themselves, keep in mind that we are looking at a guest figure which is at best a proxy for revenue. We don’t know the revenue mix of the guest stays, for example, meaning that Airbnb could have seen a 10% drop in per-guest revenue this New Year’s Eve — even with more guest stays — and we’d have no idea.
So, the cliche about grains of salt and taking, please.
But as more guests tends to mean more rentals which points towards more revenue, the New Year’s Eve figures are useful as we work to understand how quickly Airbnb is growing now compared to how fast it grew in the past. The faster the company is expanding today, the more it’s worth. And given recent news that the company has ditched profitability in favor of boosting its sales and marketing spend (leading to sharp, regular deficits in its quarterly results), how fast Airbnb can grow through higher spend is a key question for the highly-backed, San Francisco-based private company.
Here’s the tally of guest stays in Airbnb’s during New Years Eve (data via CNBC, Jon Erlichman, Airbnb), and their resulting year-over-year growth rates:
- 2009: 1,400
- 2010: 6,000 (+329%)
- 2011: 3,1000 (+417%)
- 2012: 108,000 (248%)
- 2013: 250,000 (+131%)
- 2014: 540,000 (+116%)
- 2015: 1,100,000 (+104%)
- 2016: 2,000,000 (+82%)
- 2017: 3,000,000 (+50%)
- 2018: 3,700,000 (+23%)
- 2019: 4,500,000 (+22%)
In chart form, that looks like this:
Let’s talk about a few things that stand out. First is that the company’s growth rate managed to stay over 100% for as long as it did. In case you’re a SaaS fan, what Airbnb pulled off in its early years (again, using this fun proxy for revenue growth) was far better than a triple-triple-double-double-double.
Next, the company’s growth rate in percentage terms has slowed dramatically, including in 2019. At the same time the firm managed to re-accelerate its gross guest growth in 2019. In numerical terms, Airbnb added 1,000,000 New Year’s Eve guest stays in 2017, 700,000 in 2018, and 800,000 in 2019. So 2019’s gross adds was not a record, but it was a better result than its year-ago tally.
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Is a direct listing the right choice for your company?
Ran Ben-Tzur is a corporate partner at Fenwick & West. Ran’s issuer-side initial public offerings include Facebook, Fitbit, Upwork, Zuora and Peloton Interactive.
Jamie Evans is the co-chair of Fenwick & West’s Capital Markets & Public Companies group. Jamie’s representative initial public offerings include Smartsheet, Redfin, Fitbit and Facebook.
Spotify did it. Slack did it. Many other late-stage private technology companies are reported to be seriously considering it. Should yours?
If you are a board member of a late-stage, venture-backed company or part of its management team, you likely have heard of the term “direct listing.” Or you may have attended one or all of the slew of recent conferences being hosted by big-name investment banks and others, including tech investor guru Bill Gurley, who recently debated the pros and cons of choosing a direct listing over a traditional IPO.
Before you decide what’s right for your company, here are a few things you need to know about direct listings.
Direct listings vs. IPOs
For people not familiar with the term, a direct listing is an alternative way for a private company to “go public,” but without selling its shares directly to the public and without the traditional underwriting assistance of investment bankers.
In a traditional IPO, a company raises money and creates a public market for its shares by selling newly created stock to investors. In some instances, a select number of pre-IPO investors, usually very large stockholders or management, may also sell a portion of their holdings in the IPO. In an IPO, the company engages investment bankers to help promote, price and sell the stock to investors. The investment bankers are paid a commission for their work that is based on the size of the IPO—usually seven percent for a traditional technology company IPO.
In a direct listing, a company does not sell stock directly to investors and does not receive any new capital. Instead, it facilitates the re-sale of shares held by company insiders such as employees, executives and pre-IPO investors. Investors in a direct listing buy shares directly from these company insiders.
Does this mean that a company doing a direct listing doesn’t need investment banks? Not quite. Companies still engage investment banks to assist with a direct listing and those banks still get paid quite well (to the tune of $35 million in Spotify and $22 million in Slack).
However, the investment banks play a very different role in a direct listing. Unlike a traditional IPO, in a direct listing, investment banks are prohibited under current law from organizing or attending investor meetings and they do not sell stock to investors. Instead, they act purely in an advisory capacity helping a company to position its story to investors, draft its IPO disclosures, educate a company’s insiders on process and strategize on investor outreach and liquidity.
Understanding the current direct listings trend
The concept of a direct listing is actually not a new one. Companies in a variety of industries have used similar structures for years. However, the structure has only recently received a lot of investor and media attention because high-profile technology companies have started to use it to go public. But why have technology companies only recently started to consider direct listings?
The rise of massive pre-IPO fundraising rounds
With an abundance of investor capital, especially from institutional investors that historically hadn’t invested in private technology companies, massive pre-IPO fundraising rounds have become the norm. Slack raised over $400 million in August 2018—just over a year prior to its direct listing. Because of this widespread availability of capital, some technology companies are now able to raise sufficient capital before their actual IPO to either become profitable or put them on a path to profitability.
Criticism of current IPO process
There has been increasing negative sentiment, especially amongst well-known venture capitalists, about certain aspects of the traditional IPO process—namely IPO lock-up agreements and the pricing and allocation process.
IPO lock-up agreements. In a traditional IPO, investment bankers require pre-IPO investors, employees and the company to sign a “lock-up agreement” restricting them from selling or distributing shares for a specified period of time following the IPO—usually 180 days. The bankers put these agreements in place in order to stabilize the stock immediately after the IPO. While the merits of a lock-up agreement can certainly be debated, by the time VCs (and other insiders) are allowed to sell following an IPO, oftentimes the stock price has fallen significantly from its highs (sometimes to below the IPO price) or the post lock-up flood of selling can have an immediate negative impact on the trading price.
In a direct listing, there is no lock-up agreement, which allows for equal access to the offering to all of the company’s pre-IPO investors, including rank-and-file employees and smaller pre-IPO stockholders.
IPO pricing and allocation: In a traditional IPO, shares are often allocated directly by a company (with the assistance of its underwriters) to a small number of large, institutional investors. Traditional IPOs are often underpriced by design to provide large institutional investors the benefit of an immediate 10-15% “pop” in the stock price. Over the last few years, some of these “pops” have become more pronounced. For example, Beyond Meat’s stock soared from $25 to $73 on its first day of trading, a 163% gain. This has fueled a concern, particularly shared amongst the VC community, that investment banks improperly price and allocate shares in an IPO in order to benefit these institutional investors, which are also clients of the same investment banks that are underwriting the IPO. While the merits of this concern can also be debated, in instances where there is a large price discrepancy between the trading price of the stock following the IPO and the price of the IPO, there is often a sense that companies have left money on the table and that pre-IPO investors have suffered unnecessary dilution. If the IPO had been priced “correctly,” the company would have had to sell fewer shares to raise the same amount of proceeds.
Because a company is not selling stock in a direct listing, the trading price after listing is purely market driven and is not “set” by the company and its investment bankers. Moreover, since no new shares are issued in a direct listing, insiders do not suffer any dilution.
The Spotify effect
Before Spotify’s direct listing, technology companies hadn’t used the direct listing structure to go public. Spotify was, in many ways, the perfect test case for a direct listing. It was well known, didn’t need any additional capital and was cash flow positive. In addition, prior to its direct listing, Spotify had entered into a debt instrument that penalized the company so long as it remained private. As a result, it just needed to go public. After clearing some regulatory hurdles, Spotify successfully executed its direct listing in April 2018. After Spotify’s direct listing, Slack (relatively) quickly followed suit. Slack’s direct listing was notable because it represented the first traditional Silicon Valley-based VC-backed company to use the structure. It was also an enterprise software company, albeit one with a consumer cult following.
Is a direct listing right for my company?
While a direct listing offers many benefits, the structure does not make sense for every company. Below is a list of key benefits and drawbacks:
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OneConnect’s drastic IPO value cut underscores the risk of high-growth, high-burn companies
OneConnect’s U.S.-listed IPO flew under our radar last week, which won’t do. The company’s public offering is both interesting and important, so let’s take a few minutes this morning to understand what we missed and why we care.
The now-public company sells financial technology that banks in China and select foreign countries can use to bring their services into the modern era. OneConnect charges mostly for usage of its products, driving over three-quarters of its revenue from transactions, including API calls.
After pricing its shares at $10 apiece, the SoftBank Vision Fund-backed company wrapped last week worth the same: $10 per share.
One one hand, OneConnect is merely another China-based IPO listing domestically here in the United States, making it merely one member of a crowd. So, why do we care about its listing?
A few reasons. We care because the listing is another liquidity event for SoftBank and its Vision Fund. As the Japanese conglomerate revs up its second Vision Fund cycle (Vision Fund 2, more here), returns and proof of its ability to pick winners and fuel them with capital are key. OneConnect’s success as a public company, therefore, matters.
And for us market observers, the debut is doubly exciting from a financial perspective. No, OneConnect doesn’t make money (very much the opposite). What’s curious about the company is that it brought huge losses to sale when it was pitching its equity. Which, in a post-WeWork world, are supposed to be out of style. Let’s see how well it priced.
What’s it worth?
OneConnect targeted a $9 to $10 per-share IPO price. That makes its final, $10 per-share pricing the top of its range. That said, given how narrow its range was, the result doesn’t look like much of a coup for the company. That’s doubly true when we recall that OneConnect lowered its IPO price range from $12 to $14 per share (a more standard price band) to the lower figures. So, the company managed to price at the top of its expectations, but only after those were cut to size.
When it all wrapped, OneConnect was worth about $3.7 billion at its IPO price, according to math from The New York Times. TechCrunch’s own calculations value the firm at a slightly richer $3.8 billion. Regardless, the figure was a disappointment.
When OneConnect raised from SoftBank’s Vision Fund in early 2018, $650 million was invested at a $6.8 billion pre-money valuation, according to Crunchbase data. That put a $7.45 billion post-money price tag on the Ping An-sourced business. To see the company forced to cut its IPO valuation so far is difficult for OneConnect itself, its parent Ping An and its backer SoftBank.
Why so little?
I promised to be brief when we started, so let’s stay curt: OneConnect’s business was worth far less than expected because while it posted impressive revenue gains, the company’s deep unprofitability made it less palatable than expected to public investors.
OneConnect managed to post revenue growth of more than 70% in the first three quarters of 2019, expanding top line to $217.5 million in the period. However, during that time it generated just $70.9 million in gross profit, the sum it could use to cover its operating costs. The company’s cost structure, however, was far larger than its gross profit.
Over the same nine-month period, OneConnect’s sales and marketing costs alone outstripped its total gross profit. All told, OneConnect posted operating costs of $227.6 million in the first three quarters of 2019, leading to an operating loss of $156.6 million in the period.
The company will, therefore, burn lots of cash as it grows; OneConnect is still deep in its investment motion, and far from the sort of near-profitability that we hear is in vogue. In a sense, OneConnect bears the narrative out. It had to endure a sharp valuation reduction to get out. You can see the market’s changed mood in that fact alone.
Photo by Roberto Júnior on Unsplash
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Grading the final tech IPOs of 2019
As the holiday slowdown looms, the final U.S.-listed technology IPOs have come in and begun to trade.
Three tech, tech-ish or venture-backed companies went public this week: Bill.com, Sprout Social and EHang. Let’s quickly review how each has performed thus far. These are, bear in mind, the last IPOs of the year that we care about, pending something incredible happening. 2020 will bring all sorts of fun, but, for this time ’round the sun, we’re done.
Pricing
Our three companies managed to each price differently. So, we have some variety to discuss. Here’s how each managed during their IPO run:
- EHang priced at the bottom of its range, selling shares for $12.50 apiece
- Sprout Social priced mid-range at $17 per share after targeting a $16 to $18 per-share price interval
- Bill.com priced above its raised range, selling shares at $22 apiece after raising its interval from $16 to $18 to $19 to $21
How do those results stack up against their final private valuations? Doing the best we can, here’s how they compare:
- EHang was worth around $680 million at its IPO price. The company’s final private valuation (likely set during its $42 million Series B) is unknown. However, we’d guess that the IPO was at a higher price, given the time between the private round and the IPO.
- Sprout Social managed to slightly raise its valuation in its IPO. Worth around $814 million in the liquidity event, Sprout had been worth just over $800 million when private.
- Bill.com was valued at around $1.6 billion in its IPO, comfortably above its final private valuation of $1.0 billion.
So EHang priced low and its IPO is hard to vet, as we’re guessing at its final private worth. We’ll give it a passing grade. Sprout Social priced mid-range, and managed a slight valuation bump. We can give that a B, or B+. Bill.com managed to price above its raised range, boosting its valuation sharply in the process. That’s worth an A.
Performance
Trading just wrapped, so how have our companies performed thus far in their nascent lives as public companies? Here’s the scorecard:
- EHang’s Friday closing price: $12.90 (+3.2%)
- Sprout Social’s Friday closing price: $16.60 (-2.35%)
- Bill.com’s Friday closing price: $38.83 (+76.5%)
You can gist out the grades somewhat easily here, with one caveat. The Bill.com IPO’s massive early success has caused the usual complaints that the firm was underpriced by its bankers, and was thus robbed to some degree. This argument makes the assumption that the public market’s initial pricing of the company once it began trading is reasonable (maybe!) and that the company in question could have captured most or all of that value (maybe!).
Bill.com’s CEO’s reaction to the matter puts a new spin on it, but you should at least know that the week’s most successful IPO has attracted criticism for being too successful. So forget any chance of an A+.
Image via Getty Images / Somyot Techapuwapat / EyeEm
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Chicago’s Sprout Social prices IPO mid-range at $17 per share, raising $150M
On the heels of Bill.com’s debut, Chicago-based social media software company Sprout Social priced its IPO last night at $17 per share, in the middle of its proposed $16 to $18 per-share range. Selling 8.8 million shares, Sprout raised just under $150 million in its debut.
Underwriters have the option to purchase an additional 1.3 million shares if they so choose.
The IPO is a good result for the company’s investors (Lightbank, New Enterprise Associates, Goldman Sachs and Future Fund), but also for Chicago, a growing startup scene that doesn’t often get its due in the public mind.
At $17 per share, not including the possible underwriter option, Sprout Social is worth about $814 million. That’s just a hair over its final private valuation set during its $40.5 million Series D in December of 2018. That particular investment valued Sprout at $800.5 million, according to Crunchbase data.
So what?
Sprout’s debut is interesting for a few reasons. First, the company raised just a little over $110 million while private, and will generate over $100 million in trailing GAAP revenue this year. In effect, Sprout Social used less than $110 million to build up over $100 million in annual recurring revenue (ARR) — the firm reached the $100 million ARR mark between Q2 and Q3 of 2019. That’s a remarkably efficient result for the unicorn era.
And the company is interesting, as it gives us a look at how investors value slower-growth SaaS companies. As we’ve written, Sprout Social grew by a little over 30% in the first three quarters of 2019. That’s a healthy rate, but not as fast as, say, Bill.com . (Bill.com’s strong market response puts its own growth rate in context.)
Thinking very loosely, Sprout Social closed Q3 2019 with ARR of about $105 million. Worth $814 million now, we can surmise that Sprout priced at an ARR multiple of about 7.75x. That’s a useful benchmark for private companies that sell software: If you want a higher multiple when you go public, you’ll have to grow a little faster.
All the same, the IPO is a win for Chicago, and a win for the company’s investors. We’ll update this piece later with how the stock performs, once it begins to trade.
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Why Bill.com didn’t pursue a direct listing
Bill.com went public today after pricing its shares higher than it initially expected. The B2B payments company sold nearly 10 million shares at $22 apiece, raising around $216 million in its IPO. Public investors felt that the company’s price was a deal, sending the value of its equity to $35.51 per share as of the time of writing.
That’s a gain of over 61%.
On the heels of its successful pricing run and raucous first day’s trading, TechCrunch caught up with Bill.com CEO René Lacerte to dig into his company’s debut. We wanted to know how pricing went, and whether the company (which possibly could have valued itself more richly during its IPO pricing, given its first-day pop) had considered a direct listing.
Lacerte detailed what resonated with investors while pricing Bill.com’s shares, and also did a good job outlining his perspective on what matters for companies that are going public. As a spoiler, he wasn’t super focused on the company’s first-day return.
For more on the Bill.com IPO’s nuts and bolts, head here. Let’s get into the interview.
René Lacerte
The following interview has been edited for length and clarity. Questions have been condensed.
TechCrunch: How did your IPO pricing feel, and what did you learn from the process?
Lacerte: I think the whole experience has been an incredible learning experience from a capitalism perspective; that’s probably a broader conversation. But you know, it really came down to how our story resonated with investors, and so there’s three components that we kind of really talked to folks about.
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EHang, maker of autonomous flying shuttles, files for $100 million IPO
Chinese autonomous air mobility company EHang has filed with the SEC the paperwork required to go public in the U.S. on the Nasdaq exchange, with a $100 million initial public offering. The company, which has been flying demonstration flights with passengers on board for a while now, is gearing up to launch its first commercial service in Guangzhou after getting approval from local and national regulators to deploy its drones in the area.
At launch, EHang will be using its two-seater vertical take-off and landing craft (VTOL), which has room for two passengers on board. EHang doesn’t just build the aircraft, though — its goal is to build full, multi-aircraft (as many as “thousands,” according to Forbes) autonomous transportation networks that it hopes will serve to alleviate and avoid congested ground traffic. Guangzhou, with an estimated population of more than 13 million, suffers from considerable traffic.
EHang is also building out logistics and cargo transportation capabilities as well as passenger services. The company believes it can offer short, designated cross-city transportation that can cut down on time by as much as 40 to 60%, and once it achieves scale, it also says that costs have the potential to be reduced by as much as 50%.
Founded in 2014, EHang last announced funding in 2015, when it raised $42 million in a Series B round led by GP Capital, with GGV Capital, ZhenFund, Lebox Capital, OFC and PreAngel also participating.
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