Pertinent observations on liquidity in startup markets

“Liquidity” was one of those words Wall Street people threw around when they wanted the conversation to end, and for brains to go dead, and for all questioning to cease

– Michael Lewis in Flash Boys

The quote that begins this blog post is also the quote that begins my book, which was released exactly a year ago. Despite its utility in everyday markets and economics, the concept of liquidity has not been explored too much outside of financial markets. In fact, one reason I wrote my book was that it appeared as if there was a gap in the market for material using the concept of liquidity to analyse everyday markets.

From this perspective, I was pleasantly surprised to come across a bunch of blog posts written by investors and tech analysts and startup fellows about the concept of “liquidity”. Most of these posts I came across by way of this excellent blog post by Andrew Chen of Andreessen Horowitz. It is always good to see others analysing topics in the same way as you are, so I thought I’ll share some insights from these posts here – some quotes, some pertinent observations. This is best done in bullet points. If you want to know more, I urge you to click through and read the blog posts in full. They’re all excellent.

  • You wonder why some startups make a big deal of how many cities they are in. This is because they usually function as within-city marketplaces, and so they need to be launched one city at a time. Uber famously started operations in San Francisco and remained there for a while.
  • “The best way to measure liquidity in the marketplace is to track the % of items or services that get sold/booked, and within what period of time. The higher the % and shorter period of time, the more sellers are making money and buyers are becoming loyal customers” – from here
  • “Where absolute pricing management makes most sense (i.e., where the marketplace operator sets prices) is where there isn’t a proper barometer for what the supply side should be charging and when the software can leverage systems should to optimize for liquidity” – from this excellent post
  • “In a zero sum game there, it’s most likely the marketplace with the most demand wins”. This was in the context of delivery marketplaces, and why Uber was likely to win that game (though it’s not clear if they’ve “won” it yet)
  • Trust is critical in building marketplaces. Both sides of the market need to trust the intermediary, and this can make marketplaces fragile. I had a recent incident where I appreciated the value of AirBnB landlord insurance (a lamp at a property I stayed at broke just after my stay, and the landlord wanted compensation). This post talks about how this insurance was critical to AirBnB’s growth
  • The same post talks about why even early stage businesses often make acquisitions – usually earlier stage businesses. “Marketplaces are normally winner-take-all markets. If we had lost ground to European competitors in 2012, we may have never gotten it back”
  • Ratings are a critical measure to build trust in a marketplace. And two-way ratings can help establish trust on both sides of the market
  • During the book launch function last year, there was a question on how marketplaces should build liquidity. I had given an example of the Practo/OpenTable model where you first sell a standalone service to one side of the market and then develop a marketplace. Another method (something I helped put in place for one of my current clients) is for the marketplace itself to become a “proprietary supplier”. The third, as this blog post describes, is about building markets where buyers are also sellers and the other way round (classic financial markets, for example).

For more on liquidity, and how it affects just about every market that you participate in on a daily basis, read my book!

Valuing Global Fashion Group

Yesterday, in Mint, I wrote about ratchets in option valuation (a pet topic of mine), and gave alternate valuations of different Indian “unicorns” by accounting for the downside protection clauses that come with startup investment.

Money quote:

This implies that a share of the company held by [investors] includes a long put option, while a share of the company held by earlier investors includes a short put option (since they have implicitly written this option). In other words, a share held by the new investors is worth much more than a share held by earlier investors.

Now comes news that Global Fashion Group (that includes Jabong and a few other fashion houses started by Rocket Internet) has raised money at a “down round”. This gives me a good opportunity to put my theory to practice.

GFG has now raised $339M for a headline valuation of $1.13 billion. In its earlier round, it had raised $169M for a headline valuation of $3.5 billion. Let us look at a hypothetical employee of GFG who owned 0.1% of the company before the previous round of investment, and see what these shares are worth now.

Absence of ratchets

GFG had a “pre-money” valuation of $3.33 billion, and 0.1% of that would have been worth $3.33 million. As of that round of investment, existing investors had 95% stake in the company, so our friend’s share of the company would have come down to 0.095% (95% of 0.1%).

The new round shows a pre-money valuation of $791 million, and so our friend’s stock would be worth $750,000 after the latest round of valuation. This is a comedown from the previous valuation, but is still significant enough.

Presence of ratchets

Let’s assume that the previous round of investment into GFG came with a full ratchet (we’ll look at other downside protection instruments later). This would mean that its investors in that round would have to be compensated for the drop in valuation.

Investors in the previous round put in $169M for a headline valuation of $3.33Bn. The condition of the full ratchet is that is that if this round’s pre-money valuation were to be less than last round’s post-money valuation, the monetary value of last round’s investors has to be the same.

So despite this round showing a pre-money valuation of only $791M, last round’s investors would claim that $169M of that belongs to them (the way this is achieved in an accounting context is that the ratio in which their preferred shares convert to common shares changes). So the earlier investors (who came before last round) see the value of their shares go down to a paltry $622M. From owning 95% of the company, the down-round means they only own 79% now. And that is before the new round has come in.

Investors in the new round have put in $339M for a headline valuation of $1.13Bn, giving them a round 30% stake. Earlier investors have a 70% stake, of which investors who came before the previous round (which includes employees like our friend) have a 79% stake, giving them a net stake of 55%.

Coming back to our friend, remember that he owned 0.1% of the shares before the last round of investment. The ratchet means that he owns 0.1% of 55% of the company’s current headline valuation. This values his shares at $622,000.

But not so fast – since this assumes that the latest round of investment has no ratchets. If we need to take into consideration that this round has a full ratchet as well, the option formula I used in the Mint piece says that GFG is now worth $760M, far lower than the $1.13Bn headline valuation.

This implies that the stock held by investors prior to this round is now worth only $421M ($760M – $339M). Investors prior to the last round held 79% of these shares, so their stake is worth $331M now. Our friend held 0.1% of that, so his stake is only worth $331,000.

In other words, if both the previous and current rounds of investment in GFG came with a full ratchet protection, the shares held by ordinary investors such as our friend would have lost 56% of its value on account of optionality alone! Notwithstanding the fact that the remaining shares are held in a company whose value is on the downswing!

Then again, downside protection for investors could have come by other means, which were less harsh than full ratchet. Nevertheless, this can help illustrate how much of founders’ and employees’ shareholder value can be destroyed using ratchets!

More optionality in startup valuations

Mint reports that Indian e-commerce biggies Flipkart and Snapdeal are finding it hard to raise more money at the valuations at which they raised their last funding rounds. One line from the report:

Despite Morgan Stanley’s markdown in February, Flipkart is still approaching investors asking for a valuation of $15 billion, but it hasn’t had any takers yet, the first two people cited above said.

The problem with the valuations is that it includes significant option value. It is common in startup funding to include implicit options in favour of the new round of investors to protect them from the downside of any future decrease in valuation.

Typically designed in the form of “ratchets”, when the firm raises a fresh round at a lower valuation, the investors in the previous round will get additional shares so that their overall share in the investment remains the same (won’t go into the exact mechanics here). This downside protection allows investors to be more aggressive on their valuations of the company, and the company is able to report higher headline numbers.

Ratchets have two problems, both of which are illustrated in the difficulty of Flipkart and Snapdeal in raising more funds. Firstly, optionality in funding means an automatic markdown of funds held by investors in progressively earlier rounds. This is not explicit, but a ratchet is basically existing investors writing an option in favour of the new investors. While the cost of this option is not explicit, it is the earlier investors who bear the cost.

So Series C (and earlier) investors bear the cost of the optionality given to Series D investors. Series B and earlier investors bear the cost of Series C’s optionality. And so on. Notice that this telescopes, so the founders (original owners of equity) have written options to everyone who has invested (of course they also benefit from the higher overall valuation).

Now, if a “down round” (funding round at lower overall valuation than previous round) happens, this optionality gets immediately gets “paid out”. So if the Series D valuation is lower than Series C valuation, Series B and earlier investors (and founders) immediately “pay” the difference to the Series C investors (these options are American, and usually without an expiry date). So Series B and earlier investors (and especially founders) will not like this round. And they will hunt around for offers that will ensure that they don’t have to pay out on the options they’ve written. I suspect this is what is happening at Flipkart and Snapdeal now.

The second problem with ratchets is that stated valuations are inflated. A common share in Flipkart (don’t think one exists. All investors in that firm are effectively either long or short an option in the same stock) is not valued at $15 billion, so that valuation is essentially a misnomer. When Morgan Stanley says on its books that Flipkart is actually worth $11 billion, it is possible that that is the “true value” of the stock, without accounting for the optionality that latest round of investors receive. In other words, the latest round of investors invested at a price, which if extended to all stock, would value the company at $15 billion. But the rest of the company’s stock is not the same as the stock these investors hold! 

The problem, though, is that the latest “headline valuation” (inclusive of optionality) is anchored in the minds of founders and other earlier investors, and they see any lower price as unacceptable. And so the logjam continues. It will be interesting to see how this plays out.

With IPO being way too far off an event for determining if a company has “arrived” I propose a new metric, with shorter horizon. A company can be declared as having arrived if it manages to raise a round of equity with no embedded options. Think about it!

Two kinds of Customer Acquisition Cost

A few days back, there was a story in Mint (Disclosure: I write regularly for them, and get paid for it) about Urban Ladder’s increasing losses. This was primarily on the back of increased marketing expenses, the report said.

Losses at Urban Ladder Home Décor Solutions Pvt. Ltd grew eight times to Rs.58.51 crore in the year ended 31 March from Rs.7.62 crore in the year-ago period, according to data available with the Registrar of Companies. Revenue rose 60% to Rs.19.21 crore from Rs.11.88 crore.

Advertising and marketing spending accounted for more than half of its expenses of Rs.77.72 crore. The online retailer spent Rs.40.24 crore on marketing, a whopping 11-time increase from Rs.3.57 crore a year ago. Employee costs surged to Rs.16.58 crore from Rs.4.69 crore.

With the startup madness starting to be tempered, with some companies (such as SpoonJoy) shutting down, others scaling back operations (TinyOwl, FoodPanda) and some others firing lots of employees (Helpchat, LocalOye), one of the big concerns in the startup ecosystem is “cash burn”, with a large part of the burn in most companies being accounted for by the cost of “acquiring” customers – you need to let your potential customers know that you exist, and get them to try you out in the hope that they become your regular customers.

All this is in the hope that once you “acquire” a customer, he will become a regular customer and so you defend your spend to acquire him (“customer acquisition cost”) based on the total profits you can make from him over a long period of time (“Life time value”). It’s not uncommon nowadays to see “CAC” and “LTV” being mentioned liberally in LinkedIn posts.

The problem with a lot of startups is that they continue to give “inaugural discounts” well after inauguration in order to achieve higher growth and customer base, only to see these customers disappear when the discounts disappear (US-based HomeJoy is a good example for this). In fact, I had written recently on the “optimal extent” to which a company should discount its products (the level at which the company can be profitable in “steady state”).

The thing with Urban Ladder is that while they are currently spending a lot of money to acquire customers (and a lot of it is through hoardings, known to be among the least effective ways to advertise),  they are not going the discount way. In other words, while they may have the odd seasonal discount the customers they acquire through their marketing activities still have to pay full price for the goods they purchase.

What this means is that customers once acquired have a higher chance of sticking on as long as they like their product – which is likely if Urban Ladder is doing a good job of designing products and marketing them to the right kind of customers. Even if Urban Ladder is going to cut down its customer acquisition spending at some point in time, that will only have an effect on the new customers being acquired, and existing customers will remain in the system.

Contrast this with a customer acquisition strategy built around discounting, where once the acquisition spend falls, existing customers are also affected and become more likely to exit the system.

So while it is fashionable to talk about “customer acquisition cost”, how this cost is incurred is important in determining how long the customers will stay. Spending on “third parties” (!= customers) to acquire customers is more sustainable than spending on customers. It is important to take this into consideration while determining if a company’s acquisition spending makes sense.

 

On startups, headless chicken, trend following and execution

So I recently told someone, “I don’t like your business idea. It’s too brick and mortar for me”. By publicising that I said this, I’m probably ruling myself out of a large number of possible job openings, if I want to get interested in those things. For the buzzwords nowadays in the Indian startup world are implementation, delivery, execution and getting one’s hands dirty. By professing a dislike for “brick and mortar”, I’m basically declaring myself to be a sort of a misfit for the Indian startup world.

Traditionally, things like what I’ve mentioned above – implementation, execution, delivery, etc. have never been sexy. They’ve basically been the necessary work that has had to be done to get full mileage out of one’s sexy work. The sexy work has traditionally been getting ideas, solving problems, negotiating, cutting deals and all such. And in the traditional model the unsexy work has gotten outsourced to the underlings and the less capable and to “Bangalore”.

But then this model wasn’t very sustainable. A bank I used to work for insisted that quants code their own trading algorithms, arguing that the transaction cost of explaining the algorithm to a specialist coder was significantly higher than the cost of coding it themselves. Recently, an interview with Jay Parikh of Facebook revealed that they’ve stopped bifurcating employees as those that do “day to day work” and those that work on “breakthrough ideas”.

Basically, companies started figuring out that the necessary but unsexy work was actually much more critical than they had imagined, but it was hard to motivate people to do a good job of them. So the next natural step was to play up the roles that had traditionally been unsexy. So execution became part of the mantra. Corporate leaders and gurus would talk about how they were successful due to an extreme focus on “rolling up their sleeves and getting their hands dirty”. And it seems to have worked.

Rather, I think it has worked too well. Implementation and execution has been played up so much that nobody can talk much about the kind of work that used to be sexy. So people don’t talk about ideas any more – the consensus seems to be that ideas are cheap and anyone can generate them, and what matters is only execution. Venture capitalists talk about execution, too, and of investing in companies based on the execution capabilities of the founders. And having invested, they drive their investees to simply “execute away”, and get things done.

I don’t have too many closely observed data points to corroborate this, but my reading of the Indian startup scene is that it is full of headless chicken. The focus on execution is so extreme, and the push from founders and venture capitalists in that direction so strong, that it appears that people have stopped thinking any more. And (again, this might appear speculative, and it is, for I don’t have much data to back this up) it appears that such sectors are headed for a kind of equilibrium where extreme execution is the norm, and people who like to deliberate and think before acting are getting weeded out.

I’m not saying that we should not execute, or give execution its due. All I’m saying is that we’ve gone too far in that direction, to a state where thinking might actually be penalised. And it is this bit that needs to be kinda “rolled back”. But then who will execute this roll-back?

New line of business

I’m considering a new line of business. This is basically advising startups on option valuation and how to account for different conditions and optionalities that venture capitalists put in in term-sheets.

Aswath Damodaran has an extremely interesting piece on valuation of the so-called “unicorns” and how such valuations are inflated on account of optionality in favour of investors. He takes a stab at valuing such optionality, but I think there’s scope for going deeper and helping companies figure out the valuations in each individual case. Money quote from the piece:

As an outsider with an interest in valuation, I find venture capital deals to be jaw-droppingly complex and not always intuitive, and I am not sure whether this is by design, or by accident. When it comes to investor protection, the stories that I read for the most part are framed as warnings to owners about “vulture capital” investors who will use these protection clauses to strip founders of their ownership rights. I think the story is a far more complex one, where both investors and owners see benefits in these arrangements, and where both can expose themselves to dangers, if they over reach.

Do you think this is a good line of business to get into? Will startups be willing to pay for a service that allows founders to get value for money for the equity they are giving away? Or will they be so focussed on execution that trifles such as a change in valuation by a few percentage points don’t matter to them any more?

And what are the odds that if I get into this business and do a good job of it, a VC will want to hire me just so that I stop damaging their carefully designed ratchets?

Uninspiring startups

The other day I suddenly wanted to check out what the “startup scene” is like in India, and so went on to VC Circle, looking at companies that have raised (Series A or B) funding in the last few months. I looked at the last 20 such companies, and quickly got bored. Most of them were in businesses that seemed absolutely uninspiring and banal.

A week ago I was mentioning this to a friend, who chided me for wasting time on VCCircle doing such “research” when Tracxn has it all in one place. And so yesterday, when I was once again in the frame of mind where I wanted to see what’s going on in the startup world. I logged on to Tracxn.

So I couldn’t log on immediately. The site asked me for my “work email” before I could see anything, and when I supplied an email ID that can pass off as a work ID, I got a mail saying it will take some time before I can actually log on. That time turned out to be five minutes, after which I got a message asking me to log on, and I started browsing the section on Indian e-commerce companies.

The experience wasn’t very different from what I had on VCCircle the other day, though evidently this was much quicker and more organised, meaning I could browse more companies with fewer clicks. So I probably got past a hundred startups, not all of them funded (VCCircle reports funding events, so it is biased that way). The tracxn database contains name of company, sector, what their business is, who the founders are (including background), any funding and so forth.

I’m unaware if any biases have crept in to the Tracxn database in terms of listing, but after some cursory viewing, there was a dominant pattern that emerged. And I must admit this is not a pattern that I might have fully appreciated.

So what I found based on the Tracxn database is that most of the startup founders are very young, aged less than 25 (guessing based on their school graduation year). Not too many of them have much in terms of academic pedigree (a few recent IIT graduates here and there, but more the exception than the norm), and not much in terms of work experience (obvious, if you’re starting up before you are 25).

Again the Tracxn data might be biased, but I didn’t find too many technology companies. Most seemed to be of the on-the-ground-getting-things-done kind of businesses. And then there were copycats.

It is not hard to believe, but every time a particular sector gets established or becomes “hot”, it attracts all and sundry. And justifiably so, for the company that might ultimately make money from the sector need not be the pioneer. In fact, there might be a last mover advantage, since the later entrants can learn from the mistakes of the early entrants and set themselves up to succeed better. In that sense the copycats are justified.

But the thing to note is that a large number of such “copycat” companies are getting funded. Some of them might have raised from angels, or small investors, rather than from established Venture Capitalists, but they have obtained financial backing for sure.

Anyways, after my session of looking at startups and analysing them yesterday, the one big insight was that the market is currently rewarding risk taking ability at the cost of all other kinds of abilities. Hot money is chasing startups, so anyone willing to work with a remotely viable idea is able to raise money. How these companies will fan out going forward is anybody’s guess!