Background

A problem that seems to plague relatively large, successful companies is that their ability to innovate and bring new products to market tends to be inversely related to their success and growth. That is, the bigger they get the less innovative they become. There are two primary reasons for this perplexing phenomenon.

The first is that existing customers place increasingly significant demands upon the company’s product resources to provide bug fixes and deliver enhancements to current product lines. Over time, maintenance and product revenues from existing customers dwarf new customer revenue so companies must invest the majority of their resources to secure these revenue sources, leaving few resources for new product initiatives. Second, the public markets expect companies to generate increasingly better operating results – improved revenues and margins each and every quarter.  Investing in new product initiatives result in little short term revenue increases. The problem is compounded by the fact these new product investments immediately impact the expense side of a public company’s balance sheet. This can lead to poor margins and a depressed stock price which in turn can jeopardize a senior management team’s employment tenure with the company.

An advantage a successful company would seemingly have is access to cash to fund new product initiatives. However, while many of these companies do throw off a substantial amount of cash each quarter the quandary they face is that they are unable to use that cash to finance new development initiatives without negatively affecting their quarterly income statement. Interestingly, if they allow their cash balances to grow large enough, shareholders begin to demand the company increase its overall returns through quarterly dividends. Therefore, other than providing a safety blanket buffer for liquidity, cash offers virtually no medium-long term competitive advantage for a public software company.

Some companies have adopted the strategy of using their cash and/or stock to innovate and grow through acquisition; the in-quarter investment expense correspondingly offset by an equal increase in total assets. The downside is that this can take a substantial amount of cash and/or requires very liquid stock. Therefore, this approach is generally limited to a very few large companies such as IBM, Microsoft, Oracle and SAP.  Additionally, these companies are reliant upon finding companies that are willing to sell, they must pay a premium to the market value for the company, the technology they acquire must be architecturally consistent with their current products to gain immediate benefit, and more importantly they must entice existing key personnel to stay. None of these are necessarily showstoppers but each of them introduces complexity and expense and requires a significant investment of executive and employees’ time.

These problems, and others, can result in product innovation stagnation over time and lead to competitive vulnerability for established companies that must serve customers and investors simultaneously.

Proposed Solution: Spin In

A potential solution to this dilemma is the use of a “spin in”. While several definitions of “spin in” exist, for our purposes I am defining a “spin in” as a company formed with the explicit endorsement and investment – including personnel, cash and IP – by the parent company and outside investors. The express purpose of the “spin in” is to build strategic products and/or go after new markets with the ultimate objective that the parent company will acquire the “spin in” at some point in the future.

The concept is relatively straightforward and has been tried, tested and proven most successfully by Cisco but it has also been used by companies in other industries as well as by the federal government. However, this approach has not typically been employed by software companies. One of the reasons it has not been used in the software industry is due to the Not Invented Here (NIH) syndrome many software companies possess. The attitude is typically “we can do it better, faster, and cheaper ourselves.”

However, the facts tend to conflict with the attitude; as companies grow, few really new products are started, completed and brought to market. The primary reason is that each year when the products organization and executive team sit down to consider all the proposed projects for the following year, there is a very finite budget to distribute. A line is drawn and all the projects that fall below the line go unfunded. The projects that are usually funded are those that are the current mainstay of the company; the ones that are most likely to generate short-term product and maintenance revenue.

The dilemma is that those projects that fall below the funding line could very well be the innovation the company needs to compete and secure future revenue streams. In addition, many of those proposed, unfunded projects are the brainchild of some of the most talented personnel in the company. When those projects don’t make the cut, the product team associated with those projects can become extremely frustrated and ultimately threaten to, and often do, leave the company to pursue “their dream”. This can put a significant brain drain on the company and set the company up for disaster in future years.    

A “spin in” is one approach to solving these problems. The framework of the “spin in” structure I am proposing is different from Cisco’s approach and is an attempt on my part to address the issues of each of the constituents involved: parent company, outside investors and “spin in” management/employees.

Product Selection

The key to selecting the specific project/product as a candidate for a “spin in” is to ensure the product is considered to be strategic to the success of the parent company and that the market opportunity is large enough to support an independent company. A product idea that is just a feature of a larger product suite is not a suitable “spin in” candidate. Think of it this way, if it won’t pass a venture capital firm’s due diligence as a sizeable, standalone firm, it isn’t a viable candidate as a “spin in”.   

Financial Structure

There are several important elements required to make a “spin in” a viable financial structure for the parent company, the investors and the employees. Below is the basic framework of that structure.

Ownership

In order to keep the “spin in” company’s financials off the parent company’s books and to prevent it from diluting the parent company’s earnings, the parent company must own less than 20% of the “spin in”. While this is a minority position and could theoretically cause the parent company to lose control, the preferences of that ownership can provide the parent company with the terms it needs to make it feel secure in its downstream rights while other terms can be set to ensure other investors are equally protected.

Many of the initial key employees will more than likely come from within the parent company giving them the opportunity to pursue their interests while continuing to contribute to the ultimate success of the parent company. To attract a world-class management team and employees, the “spin in” will need to allocate a minimum of 20% of its valuation for employee stock.

Therefore, simple math suggests that outside investors will own 60% of the “spin in” at its onset and may need to provide up to 100% of the forecasted cash requirements. The parent company can contribute any one or all of the following: IP, key employees, marketing programs, a ready-made distribution channel, and cash to account for its percentage ownership position.

Collar

The primary difference between the “spin in” proposed here and the ones that Cisco has created is the use of a financial “collar”. The terms of the collar will give the parent company the “first right of refusal” to purchase the company at a pre-determined amount for a pre-determined period of time thereby protecting the parent company from having to buy the “spin in” in the open market at a potentially high valuation.

On the other end, the collar will provide the outside investors with a low-end threshold they can rely upon to sell the “spin in” back to the parent company by a certain point in time, thereby giving them a guaranteed return and shielding the outside investors from potentially losing their entire capital investment.

And, finally, it will provide the management team with the incentives to drive a range of increased valuation outcomes tied directly to revenue and expense objectives.

Lower Bound

The outside investors will hold a ‘put’ option valued at some multiple of total capital invested that can be executed not before 5 years but no later than 8 years after the initial set up of the company and requires a simple majority vote based upon ownership percentage of the outside investors. This approach incents outside investors because they are guaranteed to make at least some positive multiple of their investment in at most 8 years – this is a good, albeit not great, multiple and IRR for a venture fund.

Upper Bound

The parent company will hold a ‘call’ option that contains terms with a “first right to purchase” at the greater of some multiple of trailing twelve month revenues or a multiple of total capital invested, not before 5 years and no more than 8 years after the initial set up of the company. The parent company is therefore protected for a range of 3 years with a first right of refusal to buy the company at a price that is potentially less than the price it would have to buy a  successful company in the open market. And, while the investors could certainly force the parent company to buy the “spin in” even if the technology/business isn’t successful, this is a premium the parent company pays to gain the substantial leverage a “spin in” can provide.

The terms of the collar could state that the company cannot be bought or sold in the first 5 years without the management team’s majority approval. If the call option is exercised by the parent company, the employees of the “spin in” will be paid their percentage ownership based upon the valuation of the “spin in”. If the put option is exercised, the parent company will pay the management team 50% of their ownership percentage using a multiple of total capital in from the outside investors as the “spin in” valuation. As a result, the management team is rewarded by driving the valuation as high as possible, as fast as possible and incenting the parent company to exercise their call option. The management team will be held to an approved spending plan controlled by the board of directors so that the company cannot put the outside investors and parent company at uncontrolled spend risk.

For years 5 through 8, either the investors can sell the company to the parent company or the parent company can buy the company at the pre-determined values. After year 8, the company will gain the right to control its own destiny in the open market because the collar will have expired.

Examples

Let’s take a look at how this might work under several potential scenarios.

TBQ is a public software company with annual revenues of $1B, CAGR of 25%, 25% margins and a current market cap of $5B. The company realizes it needs a new suite of application development tools for their new open-fission architecture. However, after a thorough analysis, the engineering and products organization has a plan that requires 100 product managers, QA personnel and engineers working full time on this for the next 3 years, best case, in order to bring these tools to market at a minimum cost of $75M. They determine that with fully-burdened costs for each HC of $250K/year and 100 HC that it will cost $25M/year.

The senior executive team evaluates the proposal and realizes they do not have the current resources to build these tools and the additional expense will put pressure on the company’s operating results. The company decides to establish a “spin in” to build these tools.

The “spin in”, called Acme Software, is set up with an initial capital investment of $20M from 4 outside investors who collectively own 60%. The parent company invests $1M in cash, some IP and a few key senior personnel for 20% ownership. The employee pool is set up at 20%. This sets the post money valuation at $33.3M. For this exercise, we will assume the put option is 3x paid in capital and the call option is set at 8x revenues.

Scenario 1

Due to the aggressive performance of the management team, assistance by the parent company and the much lower overhead of Acme Software at $150K/year/employee vs. $250K/year/employee, Acme is able to develop V1.0 of Fission-Ware Development Environment in 2 years, not 3 at a total cost of $20M, not $75M and they generate $5M in revenues in year 3, $10M in year 4 (and went profitable) and $15M in year 5.

Year 5 is the first year the outside investors can exercise their right to sell the “spin in” to the parent company. They have the right to sell Acme to TBQ for $60M – 3x the total capital they invested. On the other hand, TBQ has the right to buy the company for $120M or 8x twelve months trailing revenues. Clearly, under these conditions, the outside investors would not want to exercise their put but TBQ might want to exercise their call option to prevent potentially having to pay significantly higher for Acme by year 8. Since the parent company elected to exercise their call option, according to the terms, the employees pocket 20% of the $120M or $24M.

Scenario 2

Unfortunately, the management team is unable to deliver V1.0 of Fission-Ware Development Environment until the third year. They are forced to raise another round of $20M comprised of $5M from TBQ and $15M from outside investors for total capital in from outside investors at the end of the second year of $35M. In year 3, Acme generates $1M in revenue, $3M in year 4 and $5M in year 5.

Under this scenario, in year 5 the outside investors may be inclined to exercise their put option – requires simple majority vote by the outside investors based upon ownership percentage – which would generate $105M for them. The call option would give the right to TBQ to buy the company for $40M (8 *$5M) except for the fact that the term of the put option gives the outside investors preferential rights. Under the put option, the employees are penalized and paid based upon the formula 50% * 20% of $105M or $10.5M and are paid this amount by the parent company.

Under Scenario 2, the total paid by TBQ to the outside investors and Acme employees is $115.5M which is nearly what TBQ paid under Scenario 1 where the management team executed well. As a result, the financial incentives are structured around the collar such that they reward the management team – and the parent company – for achieving success.

The interesting point is that with either the over-performing or the under-performing scenario, TBQ gets their product earlier than originally forecasted by the internal team and for less overall expense. This result is a win for every party involved.

Summary

The potential benefits of a “spin in” approach for large, public software companies are numerous.

1. Strategic projects that might not be funded because they are below the line are able to get funded.
2. The cost of development is carried off the parent company’s balance sheet until such point the product is in the market and generating revenue so it is potentially non-dilutive to corporate earnings.
3. The parent company is able to effectively retain key personnel by enabling them to exercise their entrepreneurial spirit.
4. The “spin in” company retains some of the parent company ‘DNA’ so cultural issues that affect most acquisitions are minimized. 
5. The products that are developed can be managed such that they are architecturally consistent with the parent company’s products so there is little overhead integrating the “spin in” products.
6. The new company is not constrained by the parent company’s branding and marketing budgets and policies.

 

There are numerous issues not addressed in this basic analysis that must address specific issues around stock class preferences, governance and compliance issues, parent company controls and employee incentives, etc. However, these are issues that have been well documented by some of the better law firms that helped Cisco and others create their “spin ins” and can easily be incorporated.

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