More Small Companies Avoid IPOs, Sapping U.S. Economy’s Vitality

Posted November 27, 2018 2:58 p.m. EST

Ryan Smith spent years planning to sell shares of his software company, Qualtrics, on the stock market, meeting with bankers, carefully auditing financials and shaping a Wall Street-friendly narrative about the company’s prospects. Two weeks ago, the finish line was close, with a listing on the Nasdaq just a few days away.

But shortly before a staff meeting to update Qualtrics’ employees about the public listing, Smith received a phone call from Bill McDermott, chief executive of SAP. “It’s on,” McDermott told Smith.

Smith then stunned Qualtrics’ workers with a totally different message: SAP had agreed to buy the company for $8 billion in cash, nearly double the valuation bankers had set for the company’s public listing. It was a decision, Smith said in an interview, that he did not second-guess one bit.

“I’ve never felt more peace in my life,” he said.

That kind of last-minute deal, an increasingly common occurrence in the tech industry, is contributing to a major reshaping of the U.S. financial landscape that has been underway for years.

Small and midsize companies are fading from stock markets, leaving far fewer publicly traded companies. Many of the smaller companies are bought by larger organizations or are enticed to stay private by the sharp rise in venture capital money, both of which allow them to avoid the volatility and scrutiny that come with going public. The number of listed companies peaked in the late-1990s, before the dot-com bust, plummeting 52 percent by 2016.

The shift leaves big companies with an outsize influence. That effect was on display last week, as tech giants like Apple, Microsoft, Amazon and Alphabet, whose sky-high profits had powered leading indexes on their long march up, led a retreat of major stock indexes. Those companies spurred a rally on Monday, with the S&P 500-stock index rising by more than 1.5 percent.

Some economists say the buyouts of early-stage companies by large dominant players help explain why, by many measures, the U.S. economy has been less dynamic in recent years. Less competition can contribute to sluggish rates of entrepreneurship, business creation, wage growth and productivity, they say.

Technology companies are still going public. But Qualtrics’ last-minute deal mirrored similar moves by other software companies. This year Adaptive Insights, a financial planning software company, sold to Workday two days before it was scheduled to go public. Last year, AppDynamics, a software analytics company, sold to Cisco the night before its IPO.

Even some companies that do go public can find that their time there is short-lived. In March, Salesforce acquired Mulesoft, a software integration company, just a year after its public offering.

“Companies like Qualtrics are saying, ‘Huh, why bother the fighting in the public markets if I can do just as well by presenting myself for acquisition in sort of a premarket sale?'” said Andrew Karolyi, a Cornell University finance professor who has studied the decline of publicly traded companies.

The traditionally vibrant U.S. small business sector was long viewed as a strength for the economy. Small businesses are more likely to develop innovative new technologies, forcing large companies to reinvest significant amounts of profits to keep pace. The economy benefits from that competition, improving productivity and generating new and higher-quality products and services for consumers.

But there is evidence that the competitive climate has changed. Across industries — from retailing to manufacturing to construction — startup businesses are playing a smaller role as new companies are slower to form and employ a smaller share of America’s workers.

At the same time, the market share of the largest companies in many industries has risen. Merger and acquisition activity is much higher than it used to be. And companies are spending less of their profits on investment than they used to.

The ability of large, cash-rich companies to buy smaller businesses before they have the chance to emerge as formidable competitors has altered the corporate landscape, said Thomas Philippon, a professor of economics at New York University, who has studied the increased dominance of large companies in many U.S. industries.

“What would have happened to Instagram if Facebook hadn’t had bought them?” Philippon said. “They would have competed with Facebook for sure.” The technology sector has been a big part of the shift away from the public markets, including in the area of cloud computing, one of the fastest-growing corners of the industry. The abundance of private sources of capital — driven by outsize “mega-rounds” of funding — means startups can stay private longer.

From 2001 and 2017, the median age of a venture-backed startup going public was 11 years, according to a study by Jay R. Ritter, a finance professor at the University of Florida. That is three years older than in the 1980s and 1990s, excluding the dot-com boom.

Big tech companies like SAP and Cisco are attracted to the reliable revenue streams of the new class of cloud-based software providers, which charge monthly subscription fees for their offerings.

“It’s a game-changer for some of these big companies that need to adapt to a new way of doing business,” said Kathleen Smith, a principal at Renaissance Capital, a provider of IPO-related research and services.

Meanwhile, the startups that are bought just before a public offering get a powerful overnight boost to their planned valuations, a strong assurance in the face of a shaky stock market.

“The public markets would not have awarded these companies those kinds of multiples,” Smith said.

While Qualtrics is growing quickly, its $290 million in annual revenue will not make an immediate difference in the earnings of SAP, which brought in more than $20 billion in 2017. But Smith of Qualtrics said that joining with SAP would help him accomplish in two years what would have taken five.

“Our only reason to go public was not for the financial side, it was to go take this to the world,” he said. “We got that in one swoop.”

Traditional investors in early-stage companies that used to go public have had to adjust to the new reality. For instance, the asset manager and mutual fund company T. Rowe Price, based in Baltimore, has increased its investing activity in pre-IPO companies, including Airbnb and Uber, as well as Snap, the social media company, before it went public in 2017.

“We are seeing opportunities to invest in companies with very similar characteristics to what would have been early-stage public market companies decades ago — only these companies are oftentimes raising money through private markets instead,” Corey Shull, an analyst who leads early-stage internet investments at T. Rowe Price, wrote in an email.

Investing in hot private startups is not generally available to the public. Retail investors seeking to ride the wave of hot cloud companies, for example, have had numerous opportunities to jump on an enterprise tech public offering this year. But some of the most notable ones, including Qualtrics, Adaptive Insights and Mulesoft, are now under the umbrella of much larger conglomerates.

“If they don’t have to tap the public markets to raise money, then why would you?” said Barrett Daniels, a partner at Deloitte who focuses on IPO advisory work.