FACEBOOK INVESTORS AND STAFFERS CASHOUT
While Silicon Valley and Wall Street debate whether a new technology bubble is in the making, some early Facebook employees are not taking any chances. They’re leaving the company to cash out on millions of dollars in stock options while Facebook’s valuation continues to soar.
One former Facebook employee, referring to the dot-com crash a decade ago said.
“If you’ve seen the world blow up once, you just don’t know what’s going to happen a year from now.”
He joined the company in its early days, and left a few months ago so he could sell some of his shares. A company policy bars current employees from selling stock. Declining to make his name public when discussing a financial decision, and also because he did not want to upset Facebook he said.
“It seemed very risky to stay in a situation where all of your liquidity was tied up in what I consider a high-risk company.”
He is hardly the only tech industry insider cashing in to minimize his financial risk in case the value of private companies starts heading south. Employees and investors at dozens of hot start-ups have sold hundreds of millions of dollars’ worth of shares, fueling a booming market in private transactions.
As Facebook’s valuation has soared past $50 billion, making it by far the highest among Silicon Valley’s crop of hot start-ups, many employees who own stock options and have been at the company since the early days after its founding seven years ago have been eager to profit.
Aware of that, Facebook has helped to broker sales for those employees twice — in 2009, when it allowed insiders to sell $100 million to Digital Sky Technologies, a Russian venture capital firm, and again this year, in a deal through T. Rowe Price, the investment firm. Employees were limited to selling up to 20 percent of their vested shares. For some, it wasn’t enough.
One of the employees who left recently said.
“Even if I could sell all 20 percent, having 80 percent of your wealth in one illiquid asset is pretty insane. It’s not enough to make yourself bulletproof if the world blows up.”
Still, fear of a bursting bubble is not the only factor behind sales of shares by employees. Early employees who leave Facebook or any other private start-up typically have 90 days to exercise their stock options. When they do, they face a high tax bill. An employee who exercises $10 million in shares may face some $3 million in taxes, and in many cases the only way the employee can pay
Facebook has been driving the trend; last year, it accounted for nearly 45 percent of all the trades on SecondMarket, a leading marketplace for private company shares. Many of those trades came from Facebook’s first 200 or so employees who joined before the fall of 2007 and own shares or stock options. (Those who joined later received restricted stock, which cannot be sold until Facebook goes public.) According to several former employees, about 100 of the early employees have left the company, a figure Facebook declines to confirm.
And although they have left for many reasons — and Facebook insiders say that starting a new company is the most common one — guarding against a decline in share price has been a consideration for some.
Another former Facebook employee who left in recent months, and who also would not make his name public said.
“I was happy to sell 5 or 10 percent, so I could have a cushion in the worst-case scenario,”
GROUPON EXECUTIVES AND INVESTORS CASHOUT BIG TIME
Perhaps no company has seen its early investors and founders take so much money off the table so quickly as Groupon. The company is still losing money, but some insiders have already become rich on it. Out of $946 million that Groupon raised from investors last winter, $810 million went into the pockets of the chief executive, Andrew Mason; the chairman, Eric Lefkofsky; and others. In April 2010, many of the same insiders pocketed an additional $120 million.
Mr. Mason and Mr. Lefkofsky declined to comment, through a Groupon spokesman. The company, which recently filed to go public, is in a “quiet period” that restricts executives from discussing the business publicly.
LACK OF IPO'S, ECONOMIC UNCERTAINTY, BUBBLEMANIA AND TAXES HAVE DRIVEN STARTUP EARLY CASHOUTS
Founders and early investors have sold shares in their start-ups for years, usually through brokers and a small network of funds specializing in private-company transactions. But such sales have expanded greatly in recent years, with early rank-and-file employees participating in deals in ever-growing numbers.
Employees have become more interested in selling, in part because companies are taking longer to go public. And workers’ eagerness to see tangible reward has promoted the creation of a number of businesses to serve their needs. These include trading platforms like SecondMarket, specialized brokers like Felix Investments and even a new lender who will help employees turn their paper wealth into hard cash without having to sell their shares.
Hans Swildens, the founder and a managing partner at Industry Ventures, a decade-old company that has bought shares in companies like Facebook, Twitter, Chegg and eBags said.
“In the last two years, a lot of employees in the Valley woke up to this market.”
Still, fear of a bursting bubble is not the only factor behind sales of shares by employees. Early employees who leave Facebook or any other private start-up typically have 90 days to exercise their stock options. When they do, they face a high tax bill. An employee who exercises $10 million in shares may face some $3 million in taxes, and in many cases the only way the employee can pay those taxes is by selling some shares.
And plenty of employees believe their companies’ values will keep going up. While they may need the money — to buy a cottage in Palo Alto, for example — they would prefer to hold on to their shares. A new, secretive fund, called 137 Ventures, is hoping to balance their desire for cash and their hope to profit from a boom, if it continues.
The fund plans to lend money to start-up employees who put up their shares as collateral, according to several people who have been briefed on the fund. As part of the deal, 137 Ventures charges “12% interest on the loans, as well as a 10% fee paid in stock.” If for some reason the value of the stock being used as collateral falls to zero, the employee is not responsible for repaying the loan. 137 Ventures views such loans as investments and will only lend money to employees at companies that it sees having strong growth potential.
137 Ventures is expected to file regulatory forms on Monday indicating that it has raised $35 million, mostly from institutional investors. It has held preliminary talks with Zynga and others, to get authorization to cater to their employees. Justin Fishner-Wolfson, who heads the fund, declined to comment.
Some veterans of private company markets say they are not willing to say the tech industry is in a bubble yet, but they have started to worry. Kenneth B. Sawyer, the founder and managing director of Saints Capital, which has been active in secondary markets for more than a decade. Mr. Sawyer says there are only a handful of companies that merit high valuations.
“We are not sure that the valuations we are seeing are sustainable in the long term. Just because a great company is valued highly doesn’t mean there should be a halo effect on the others.”
IPO'S ARE DRIVING THIS FRENZY
Technology startups fortunate enough to have their IPO's are increasing investor exhuberance to unreasonable and dangerous levels raising the potential of a future tech or internet bubble. When you compare the IPO's of past technology companies with those of today and planned in the near future, you will notice one thing stands out--the valuations of some tech startups have skyrocketed to the point where there is no place to go but DOWN. Investor's have already built into those valuations future revenues and earnings potential. But, what if these startups are unable to live up to those high expectations? One poor revenue quarter, and its an elevator ride to the bottom.
COMMENTARY: I don't have a problem with outside investors or staffers cashing in their shares to obtain liquidity, but I have a few issues:
- Outrageous Valuations - There is no attempt to use generally-accepted valuation methods that discount future earnings to take into account risk and uncertainty. Many of today's startups have not created sustainable and predictable revenue models like well established publiic companies. Their valuations are based solely on hype, euphoria, investor over-exhuberance and a whole lot of future potential.
- LinkedIn is a great example. Post-IPO it had a PE ratio of 700 times earnings.
- Facebook is presently valued at 87.5 billion and a multiple of 85 times earnings (47 times revenues).
- Groupon has been criticized for having an unsustainable business model, several have even called it a Ponzi scheme, and although it had revenues of $760 million in 2010, it has never earned a profit, and thinks its worth $15-$20 billion in its coming IPO.
- Twitter, seeks to raise $800 billion on a valuation of $8 billion. It's 2010 revenues were $50 million, and it is projected that it will do $150 million in 2011. It's earnings are unknown. That's a multiple of 53 times revenues.
- Secondary Market Brokers - Secondary market brokers like SecondMarket and SharesPost behave like they are the New York Stock Exchange. Those firms have managed to create a private country club for wealthy investors, venture capital firms and investment banking firms to invest in the stock of private companies.
- Stock Auctions and Scarcity Create Artificial Demand - The number of shares floated for trading by secondary market brokers represents less than 2% of the total shares outstanding for many of the top startups whose shares are traded in the secondary market. In spite of this, the prices paid is supposed to represent the "market price" for those shares. Scarcity has driven share prices to artificially high levels because of the low number of shares being offered at auction.
- Lack of Transparency - Startups like Facebook and Twitter do not publish their financial statements. When Groupon and Zynga finally filed their S-1 Registration Statements for their IPO's, it was evident that their estimated revenues and earnings had been over-hyped. Groupon has yet to generate a profit, and Zynga barely squeezed out a profit at the end of 2010.
- The Facebook Halo Effect - Facebook's high valuation has been a key driver for the valuation of other internet startups. There's a infatuation with "bigness". Investor's look at the number of users, and automatically assume huge revenues and earnings. Groupon and Zynga are great examples at just how wrong that assumption is.
SecondMarket just released their Q2 2011 Private Company Report, and it's no surprise that most of their business was internet startups, especially social networks (Facebook, Zynga, Twitter and Groupon and foursquare were the top five). I was surprised to discover that accredited investors represented the largest proportion of buyers by number of transactions (62%) and total dollars (47.6%). I was also surprised to discover that SecondMarket is brokering the private stock of SharesPost another secondary market broker.
Here are some excerpts from their current report.
"The Private Company Report describes SecondMarket’s completed private company stock transactions and most-watched private companies. In the first half of 2011, SecondMarket completed $268 million* in private company stock transactions, a 75% year-over-year increase from 1H 2010, when total transaction volume was $153 million. SecondMarket’s total transaction volume now exceeds $750 million, reflecting more than 650 transactions completed since 2008.
This quarter, SecondMarket expanded the report to include additional detail around participant engagement on SecondMarket. The data is organized into three sections:
COMPLETED TRANSACTIONS BY INDUSTRY
In the second quarter, Consumer Web and Social Media companies accounted for 87.6% of private stock transactions, followed by Business Products and Services (7.3%) and Retailing and Commerce (5.1%) companies.
COMPLETED TRANSACTIONS BY BUYER TYPE
Institutional buyers accounted for over 52% of private stock transactions by dollar value in Q2. Hedge funds, asset managers and secondary funds alone drove 45.7% of all transactions by dollar value, representing more than $51 million in transactions. Although accredited individuals completed more transactions than institutions, institutional buyers completed transactions of much greater average value. Hedge funds, in particular, completed 5% of the total transaction count, but accounted for nearly a quarter (22.2%) of transaction value in Q2.
The composition of sellers in Q2 2011 did not change from the prior quarter. Ex-Employees continued to constitute a vast majority of sellers (94.2%), followed by Employees (4.4%) and Other (1.5%). There were no sales by Founders or Outside Investors in Q2.
DEMAND BY INDUSTRY
In Q2, SecondMarket participants submitted the most interests to buy or sell shares in Consumer Web and Social Media companies. Balanced buy and sell interests for Consumer Web and Social Media companies potentially supported a more efficient market with a greater number of completed transactions in this sector.
Two sectors had unbalanced buy and sell-side demand: Retailing and Commerce generated twice as many buy interests as sell interests, while Business Products and Services generated six times as many sell interests.
TOP TEN MOST WATCHED
The following chart summarizes the ten private companies with the highest number of watchers on SecondMarket. For the fourth consecutive quarter, Facebook was the most-watched company, with 7,868 watchers as of June 30. Twitter, the next most-watched company, followed Facebook with 4,133 watchers.
Following the IPOs of LinkedIn and Pandora, two new companies entered the most-watched list: Dropbox, an online repository for files, and LivingSocial, a daily deals platform.
THE RISING STARS
“Rising Stars” includes private companies on SecondMarket with the largest quarter-on-quarter increase in total watchers.
The number of SecondMarket participants watching Kickstarter, a platform for funding creative projects, jumped 820% to 92 watchers in the second quarter. PopCap, a company that develops and publishes video games, came second, climbing 647% to 112 watchers. The number of SecondMarket participants watching Sharespost increased 642% to 193 watchers. LegalZoom, which offers both business and personal legal services, attracted 161 watchers by quarter-end. Lending Club, a peer-lending site that launched in 2007, reached 145 watchers in Q2.
THE NEWBIES
“Newbies” tracks private companies that started the quarter with fewer than ten watchers and gained significant traction by the end of Q2.
SurveyMonkey topped the list with 50 watchers at the close of Q2. Based in Portland, OR and founded in 1999, SurveyMonkey is an online survey tool that enables its users to create their own surveys quickly and easily.
Following SurveyMonkey were Coupons.com, a digital coupons provider based in California (42 watchers) andHipmunk, an online platform designed to easily book flights (41 watchers). Also new to being watched wereJustin.tv, an online community where users can broadcast and watch live video (40 watchers), and YouSendIt, a company specializing in digital delivery of files and other content (34 watchers).
VC SCOREBOARD
New to SecondMarket’s Private Company Report this quarter, the “VC Scoreboard” tracks the ten venture capital firms with the most portfolio companies in SecondMarket’s 100 most-watched list. Sequoia Capital leads with 11 portfolio companies on SecondMarket’s most-watched list, followed by Accel Partners and Union Square Ventures, which tied with eight most-watched portfolio companies.
As you can see from the above information, SecondMarket is doing a lot of business and making a lot of money on trading commissions. However, a larger percentage of individual accredited investors are buying the private stock of internet startups, making you wonder whether insiders and early investors in many of these startups, will leave those individuals (albeit wealthy individuals) holding the bag when the music stops.
The lack of transparency and the outrageous valuations for startups that make nothing should concern every investor. I am also concerned that the Securities & Exchange Commission or SEC, is looking into liberalize the sale of pre-ipo private company shares by changing the 500 shareholder rule to 1000 shareholders. Startups, accredited investors, venture capital firms and investment banking firms are all lobbying to make this happen, but is this a good thing? Will this lead to furute mainstreet investor abuse? Will this lead to a future Internet Bubble?
Courtesy of an article dated June 19, 2011 appearing in The New York Times Technology and SecondMarket
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