The Small Cap IPO Ghetto

Say that, for the past five or ten years, you’ve poured your life into a startup. Say it’s not consumer-facing and flies just below the mainstream radar. Still, you’ve raised venture capital, picked up clients, and actually gained some traction. Maybe even disrupted something.

People like the product and you’re cashing some checks. You’ve hired a few hundred employees and given them stock. Your revenues are hitting a respectable hundred million or more. You can see a profitable future (or maybe you’re already narrowly profitable). Your shareholders and early employees want liquidity. And new employees? You’re not even giving them equity because you’re starting to near the 500 shareholder mark. Besides, you want to prove to the world that you’re a real, credible company. Should you go public?

If the IPOs of companies like Zillow, Angie’s List and (not-yet-public) Brightcove are any indication, the answer is no. Probably not.

The frenzied, blockbuster IPOs by Pandora or LinkedIn or Groupon simply aren’t available to any company worth less than $1 billion. Meanwhile, solid, successful small and mid-sized companies are stuck in an IPO ghetto, ignored by Wall Street and the media and rarely traded. “It’s hard to tell the CEO of a $400 million market cap company that they’re not ready for the public markets,” said Mark Murphy, head of public affairs for secondary trading platform SecondMarket.

The problem is happening for a few reasons. The prevalence of high frequency trading, which dominates 65% to 75% of all trades, is not compatible with small cap IPOs. “There are hundreds of companies that seldom trade at all,” Murphy said. “That’s worse than having your stock go down.”

There’s also the consumer brand thing. Naturally consumer-facing companies dominate the media attention. I don’t have to point out the difference in media coverage between LinkedIn’s IPO and that of, say Bazaarvoice, an Austin-based SaaS platform for e-commerce product reviews which has more than 600 employees, steady revenue growth, and a path to profitability.

But the consumer brands also dominate analyst attention: Pandora has 21 analysts, LinkedIn has 23. Angie’s List, which has a market cap of just under $1 billion, has 7, Zillow appears to have four. Synacor, a small, Buffalo-based “TV everywhere” company which went public last week, has zero analysts so far. This is blamed largely on the Spitzer Decree, which limited a bank’s ability to support its research department with money from investment banking.

Lastly, there’s the well-documented problem of costs. The most popular complaint is that of Sarbanes-Oxley regulations, which make it too expensive for a small company to operate as a public entity.

The number of small cap IPOs reflects just what a bind these companies are in: In 2008 and 2009 there were venture-backed IPOs than any year since 1985 and IPOs of less than $50 million, which made up 80% of all offerings in the 90s, have shrunk to around 20%. It almost makes me wonder why a sub-billion dollar company, no matter how much an IPO candidate, would force itself out of the gate at all. There are plenty in that situation. There are, by some estimates, hundreds companies languishing on secondary markets, left with the choices of no big payout or selling out, thanks to discouragement from bankers.

The Startup America Legislation, which has support of Obama and the GOP, provides some hope to those in this situation. It includes the creation of an “IPO on-ramp,” which promises to positively change securities regulations for smaller, young companies. If passed, we’ll be watching closely for the effect it has on those waiting in the wings.

[Image Credit: Display of Stock market quotes via Shutterstock]

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"beyond generating outsized free cash" Exhibit #245 That "Greatest Capital Markets in the World" Are in Fact an Empire of Bullsh*t" - *Real* earnings that could be paid out as actual dividends are "inferior" to the dreams of IPO-buying dumb money/corrupt intermediaries. Another case for a revenue-neutral hiking of the capital gains rate - with an equivalent lowering of the wages/dividend rate.

Erin- I think you are pointing to a real dilemma. The smaller the company and the faster the growth the more attention it will see from engineering prospects along with the headline producing VC's. If a company has a great product but is somewhat limited in scope (Angieslist) or in a saturated market (Zillow- which by the way is close to a billion dollar cap) the capital that is brought in is used to retain market share as opposed to seek new markets. So in Google's case- the world and everyone who uses the internet is a potential customer- same with other *high flyers*. The niche players will never get attention beyond generating outsized free cash. Several 'good' companies went public years ago that are niche and still trade in a range (travelzoo, TheKnot, etc) the issue being not about a business but rather what sort of wild dreams the investors can dream about *everyone* using the product.

Unfortunately, the onramp and legislation will not meaningfully help smaller companies go public. The costs are certainly a deterrent but it is not regulation that is keeping small companies out, it is the market. The net conclusion is that the market will not/does not support small companies going public. Mutual funds and hedge funds represent the bulk of capital in the markets and do not want to have illiquid positions, which most small companies are. The Spitzer rules are a big deterrent to analyst coverage as well, but even if there were more analysts do you really think a meaningful number of buyers would start buying as a result? As an example, Zillow is at the more liquid end of smaller cap companies and its 3 month average volume is 160,000 shares per day or about $8 million per day at current prices. If you were a mutual fund or a hedge fund, could you be comfortable taking on a $10/20/50 million position? You don't want to own more than 5% of a small company generally and you could not liquidate your position easily or acquire meaningfully more without moving the markets. Most money managers also probably don't care about a $500,000 position, it isn't worth the time. Hard to see how you regulate this dilema away.

"The problem is happening for a few reasons. The prevalence of high frequency trading, which dominates 65% to 75% of all trades, is not compatible with small cap IPOs." Hold on a minute, that argument is just weird. High frequency trading is being blamed for destroying the market and not providing any real liquidity. So not having HFT traders trade your stock should be a positive.

Huh. I thought IPOs were about making capital available for companies that demonstrate potential for return to investors, not lottery tickets for engineers with 18 months of work experience. What was I thinking?

I'm saying that small cap companies do have potential for return to investors-- both public markets investors and private VCs. In fact, they have more potential to do so if they go public earlier rather than wait for the $1 billion mark.