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Bear and bull cases for Unity’s IPO

Eric Peckham
Contributor

Eric Peckham is the creator of the Monetizing Media newsletter and podcast. He was previously TechCrunch’s media columnist.

In the first part of my outline on the company, I explained the scope of Unity’s multidimensional business, its R&D efforts and competitive positioning, and its grand vision for interactive 3D content across every industry.

In the conclusion, I’ll dig into Unity’s financials and how it is marketing its public listing before turning to discuss the bear and bull cases for its future.

Key data points from Unity’s S-1 filing

  • Revenue grew 42% year-over-year from $381 million in 2018 to $542 million in 2019 with operating losses of $130 million and $150 million respectively. It hit $351 million in revenue by June 30 this year. That pace suggests a 2020 total around $700-$750 million (+30% year-over-year).
  • The company has gross margins of about 79%, although costs are overwhelmingly centered in R&D and sales and marketing, which account for 47% and 32% of revenue, respectively.
  • The company has cumulatively lost $569 million up to this point, including a $163 million net loss in 2019.

The geographical source of Unity’s revenue in 2019 was:

  • 34% EMEA
  • 28% U.S.
  • 21% APAC — excluding China
  • 12% China
  • 5% Americas — excluding U.S.

Unlike many other Western tech companies, Unity operates freely in China.

In Part 1, I explained each of Unity’s seven main revenue streams. During the first half of 2020, revenue by segment broke down to:

  • $216.9 million (62%) from Operate Solutions (products for managing and monetizing content), the “substantial majority” of which is from the ads business.
  • $101.8 million (29%) from Create Solutions (products and consulting for content creation), two-thirds of which is from Unity Pro subscriptions.
  • $32.7 million (9%) from Strategic Partnerships and Other (Unity Asset Store and Verified Solutions Partners).

The S-1 discloses that less than 10% of overall revenue is from “newer products and services, such as Vivox and deltaDNA” (referencing key 2019 acquisitions for its Operate segment).

Some takeaways from this data:

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Unity IPO aims to fuel growth across gaming and beyond

Eric Peckham
Contributor

Eric Peckham is the creator of the Monetizing Media newsletter and podcast. He was previously TechCrunch’s media columnist.

Unity Software Inc. is set to list on the New York Stock Exchange this month, following its S-1 filing two weeks ago. The 16-year-old tech company is universally known within the gaming industry and largely unknown outside of it. But Unity has been expanding beyond gaming, pouring hundreds of millions of dollars into a massive bet to be an underlying platform for humanity’s future in a world where interactive 3D media stretches from our entertainment experiences and consumer applications to office and manufacturing workflows. 

Much of the press about Unity’s S-1 filing mischaracterizes the business. Unity is easily misunderstood because most people who aren’t (game) developers don’t know what a game engine actually does, because Unity has numerous revenue streams, and because Unity and the competitor it is most compared to — Epic Games — only partially overlap in their businesses.

Last year, I wrote an in-depth guide to Unity’s founding and rise in popularity, interviewing more than 20 top executives in San Francisco and Copenhagen, plus many other professionals in the industry. In this two-part guide to get up to speed on the company, I’ll explain Unity’s business, where it is positioned in the market, what its R&D is focused on and how game engines are eating the world as they gain adoption across other industries.

In part two, I’ll analyze Unity’s financials, explain how the company has positioned itself in the S-1 to earn a higher valuation and outline both the bear and bull cases for its future.

For those in the gaming industry who are familiar with Unity, the S-1 might surprise you in a few regards. The Asset Store is a much smaller business that you might think, Unity is more of an enterprise software company than a self-service platform for indie devs and advertising solutions appear to make up the largest segment of Unity’s revenue.

What is a game engine?

Unity’s origin is as a game engine, software that is similar to Adobe Photoshop, but used instead for editing games and creating interactive 3D content. Users import digital assets (often from Autodesk’s Maya) and add logic to guide each asset’s behavior, character interactions, physics, lighting and countless other factors that create fully interactive games. Creators then export the final product to one or more of the 20 platforms Unity supports, such as Apple iOS and Google Android, Xbox and Playstation, Oculus Quest and Microsoft HoloLens, etc.

In this regard, Unity is more comparable to Adobe and Autodesk than to game studios or publishers like Electronic Arts and Zynga.

What are Unity’s lines of business?

Since John Riccitiello took over as CEO from co-founder David Helgason in 2014, Unity has expanded beyond its game engine and has organized activities into two divisions: Create Solutions (i.e., tools for content creation) and Operate Solutions (i.e., tools for managing and monetizing content). There are seven noteworthy revenue streams overall:

Create Solutions (29% of H1 2020 revenue)

  • The Unity platform: The core game engine, which operates on a freemium subscription model. Individuals, small teams and students use it for free, whereas more established game studios and enterprises in other industries pay (via the Unity Plus, Unity Pro and Unity Enterprise premium tiers).
  • Engine extensions: A growing portfolio of tools and extensions of the core engine purpose-built for specific industries and use cases. These include MARS for VR development, Reflect for architecture and construction use with BIM assets, Pixyz for importing CAD data, Cinemachine for virtual production of films and ArtEngine for automated art creation.
  • Professional services: Hands-on, specialized consulting for enterprise customers using Unity’s engine and other products. Unity expanded its consulting capacity further in April with a $55 million acquisition of Finger Food Studios, a 200-person team in Vancouver that builds interactive media projects for corporate clients using Unity.

Aside from these three product categories, Unity is reporting another group of content creation offerings separately in the S-1 as “Strategic Partnerships & Other” (which accounts for further 9% of revenue):

  • Strategic Partnerships: Major tech companies pay Unity via a mix of structures (flat-fee, revenue-share and royalties) for Unity to create and maintain integrations with their software and/or hardware. Since Unity is the most popular platform to build games with, ensuring Unity integrates well with Oculus or with the Play Store is very important to Facebook and Google, respectively.
  • Unity Asset Store: Unity’s marketplace for artists and developers to buy and sell digital assets like a spooky forest or the physics to guide characters’ joint movements for use in their content so they don’t each have to create every single thing from scratch. It is commonly used, though larger game studios often use Asset Store assets just for initial prototyping of game ideas.

Operate Solutions (62% of H1 2020 revenue)

  • Advertising: Via the 2014 acquisition of Applifier, Unity launched an in-game advertising network for mobile games. This expanded substantially with the Unified Auction, a simultaneous auction that helps games get the highest bid from among potential advertisers. Unity is now one of the world’s largest mobile ad networks, serving 23 billion ads per month. Unity also has a dynamic monetization tool that makes real-time assessments of whether it is optimal to serve an ad, prompt an in-app purchase or do nothing to maximize each player’s lifetime value. While the Unity IAP feature enables developers to manage in-app purchases (IAP), Unity does not take a cut of IAP revenue at this time.
  • Live Services: A portfolio of cloud-based solutions for game developers to better manage and optimize their user acquisition, player matchmaking, server hosting and identification of bugs. This portfolio has primarily been assembled through acquisitions like Multiplay (cloud game server hosting and matchmaking), Vivox (cloud-hosted system for voice and text chat between players in games), and deltaDNA (player segmentation for campaigns to improve engagement, monetization and retention). There is also Unity Simulate for training AI models in virtual recreations of the real world (or testing games for bugs). Live Services products have usage-based pricing, with an initial amount of usage free.

Unity versus Unreal, versus others

Unity is compared most frequently to Epic Games, the company behind the other leading game engine, Unreal. Below is a quick overview of the products and services that differentiate each company. The cost of switching game engines is meaningful in that developers are typically specialized in one or the other and can take months to gain high proficiency in another, but some teams do vary the engine they use for different projects. Moving an existing game (or other project) over to a new game engine is a major undertaking that requires extensive rebuilding.

Epic Games

Epic has three main businesses: game development, the Epic Games Store, and the Unreal Engine. Epic’s core is in developing its own games and the vast majority of Epic’s $4.2 billion in 2019 revenue came from that (principally, from Fortnite). The Epic Games Store is a consumer-facing marketplace for gamers to purchase and download games; game developers pay Epic a 12.5% cut of their sales.

In those two areas of business, Unity and Epic don’t compete. While much of the press about Unity’s IPO frames Epic’s current conflict with Apple as an opportunity for Unity, it is largely irrelevant. A court order prevented Apple from blocking iOS apps made with Unreal in retaliation for Epic trying to skirt Apple’s 30% cut of in-app purchases in Fortnite. Unity doesn’t have any of its own apps in the App Store and doesn’t have a consumer-facing store for games. It’s already the default choice of game engine for anyone building a game for iOS or Android, and it’s not feasible to switch the engine of an existing game, so Epic’s conflict does not create much of a new market opening.

Let’s compare the Unity and Unreal engines:

Origins: Unreal was Epic’s proprietary engine for the 1998 game Unreal and was licensed to other PC and console studios and became its own business as a result of its popularity. Unity launched as an engine for indie developers building Mac games, an underserved niche, and expanded to other emerging market segments considered irrelevant by the core gaming industry: small indie studios, mobile developers, AR & VR games. Unity exploded in global popularity as the main engine for mobile games.

Programming Language: Based in the C++ programming language, Unreal requires more extensive programming than Unity (which requires programming in C#) but enables more customization, which in turn enables higher performance.

Core Markets: Unreal is much more popular among PC and console game developers; it is oriented toward bigger, high-performance projects by professionals. That said, it is establishing itself firmly in AR and VR and proved with Fortnite it can take a console and PC game cross-platform to mobile. Unity dominates in mobile games — now the largest (and fastest growing) segment of the gaming industry — where it has over 50% market share and where Unreal is not a common alternative. Unity has kept the largest market share in AR and VR content, at over 60%.

Ease of Authoring: Neither engine is easy for a complete novice, but both are fairly straightforward to navigate if you have basic coding abilities and put the time into experimenting and watching tutorials. Unity has prioritized ease of use since its early days, with a mission of democratizing game development that was so concentrated among large studios with large budgets, and ease of authoring remains a key R&D focus. This is why Unity is the common choice in educational environments and by individuals and small teams creating casual mobile games. Unity lets you see but not edit the engine’s source code unless you pay for an enterprise subscription; this protects developers from catastrophic mistakes but limits customization. Unreal isn’t dramatically more complex but, as a generalization, it requires more lines of code and technical skill. It is open source code so can be completely customized. Unreal has a visual scripting tool called Blueprint to conduct some development without needing to code; it’s respected and often used by designers though not a no-code solution to developing a complex, high-performance game (no one offers that). Unity recently rolled out its own visual scripting solution for free called Bolt.

Pricing: While Unity’s engine operates on a freemium subscription model (then has a portfolio of other product offerings), Unreal operates on a revenue-share, taking 5% of a game’s revenue. Both have separately negotiated pricing for companies outside of gaming that aren’t publicly disclosed.

Proprietary engines

Many large gaming companies, especially in the PC and console categories, continue to use their own proprietary game engines built in-house. It is a large, ongoing investment to maintain a proprietary engine, which is why a growing number of these companies are switching to Unreal or Unity so they can focus more resources on content creation and tap into the large talent pools that already have mastery in each one.

Other Engines

Other game engines to note are Cocos2D (an open source framework by Chukong Technologies that has a particular following among mobile developers in China, Japan, and South Korea), CryEngine by Crytek (popular for first-person shooters with high visual fidelity), and Amazon’s Lumberyard (which was built off CryEngine and doesn’t seem to have widespread adoption, or command much respect, among the many developers and executives I’ve spoken to).

For amateur game developers without programming skills, YoYo Games’ GameMaker Studio and Scirra’s Construct are both commonly used to build simple 2D games (Construct is used for HTML5 games in particular); users typically move on to Unity or Unreal as they gain more skill.

There remain a long list of niche game engines in the market since every studio needs to use one and those who build their own often license it if their games aren’t commercial successes or they see an underserved niche among studios creating similar games. That said, it’s become very tough to compete with the robust offerings of the industry standards — Unity and Unreal — and tough to recruit developers to work with a niche engine.

UGC Platforms

User-generated content platforms for creating and playing games like Roblox (or new entrants like Manticore’s Core and Facebook Horizon) don’t compete with Unity — at least for the foreseeable future — because they are dramatically simplified platforms for creating games within a closed ecosystem with dramatically more limited monetization opportunity. The only game developers these will pull away from Unity are hobbyists on Unity’s free tier.

I’ve written extensively on how UGC-based game platforms are central to the next paradigm of social media, anchored within gaming-centric virtual worlds. But based on the overall gaming market growth and the diversity of game types, these platforms can continue to soar in popularity without being a competitive threat to the traditional studios who pay Unity for its engine, ad network, or cloud products.

What’s at the forefront of Unity’s technical innovation?

DOTS

For the last three years, Unity has been creating its “data oriented technology stack,” or DOTS, and gradually rolling it out in modules across the engine.

Unity’s engine centers on programming in C# code which is easier to learn and more time-saving than C++ since it is a slightly higher level programming language. Simplification comes with the trade off of less ability to customize instruction by directly interacting with memory. C++, which is the standard for Unreal, enables that level of customization to achieve better performance but requires writing a lot more code and having more technical skill.

DOTS is an effort to not just resolve that discrepancy but achieve dramatically faster performance. Many of the most popular programming languages in use today are “object-oriented,” a paradigm that groups characteristics of an object together so, for example, an object of the type “human” has weight and height attached. This is easier for the way humans think and solve problems. Unity takes advantage of the ability to add annotations to C# code and claims a proprietary breakthrough in understanding how to recompile object-oriented code into “data-oriented” code, which is optimized for how computers work (in this example, say all heights together and all weights together). This is orders of magnitude faster in processing the request at the lowest level languages that provide 1s-and-0s instructions to the processor.

This level of efficiency should, on one hand, allow highly-complex games and simulations with cutting-edge graphics to run quickly on GPU-enabled devices, while, on the other hand, allowing simpler games to be so small in file size they can run within messenger apps on the lowest quality smartphones and even on the screens of smart fridges.

Unity is bringing DOTS to different components of its engine one step at a time and users can opt whether or not to use DOTS for each component of their project. The company’s Megacity demo (below) shows DOTS enabling a sci-fi city with hundreds of thousands of assets rendered in real-time, from the blades spinning on the air conditioners in every apartment building to flying car traffic responding to the player’s movements.

Graphics

The forefront of graphics technology is in enabling ray tracing (a lighting effect mimicking the real-life behavior of light reflecting off different surfaces) at a fast enough rendering speed so games and other interactive content can be photorealistic (i.e. you can’t tell it’s not the real world). It’s already possible to achieve this in certain contexts but takes substantial processing power to render. Its initial use is for content that is not rendered in real-time, like films. Here are videos by both Unity and Unreal demonstrating ray tracing used to make a digital version of a BMW look nearly identical to video of a real car:

To support ray-tracing and other cutting-edge graphics, Unity released its High Definition Render Pipeline in 2018. It gives developers more powerful graphics rendering for GPU devices to achieve high visual fidelity in console and PC games plus non-gaming uses like industrial simulations. (By comparison, its Universal Render Pipeline optimizes content for lower-end hardware like mobile phones.)

Next-gen authoring

The Unity Research Labs team is focused on the next generation of authoring tools, particularly in an era of AR or VR headsets being widely adopted. One component of this is the vision for a future where nontechnical people could develop 3D content with Unity solely through hand gestures and voice commands. In 2016, Unity released an early concept video for this project (something I demo-ed at Unity headquarters in SF last year):

Game engines are eating the world

The term “game engine” limits the scope of what Unity and Unreal are already used for. They are interactive 3D engines used for practically any type of digital content you can imagine. The core engine is used for virtual production of films to autonomous vehicle training simulations to car configurators on auto websites to interactive renderings of buildings.

Both of these engines have long been used outside gaming by people repurposing them and over the last five years Unity and Unreal have made expanding use of their engines in other industries a top priority. They are primarily focused on large- and mid-size companies in 1) architecture, engineering, and construction, 2) automotive and heavy manufacturing, and 3) cinematic video.

In films and TV commercials, game engines are used for virtual production. The settings, whether animated or scanned from real-world environments, are set up as virtual environments (like those of a video game) where virtual characters interact and the camera view can be changed instantaneously. Human actors are captured through sets that are surrounded by the virtual environment on screens. The director and VFX team can change the surroundings, the time of day, etc. in real-time to find the perfect shot.

There are a vast scope of commercial uses for Unity since assets can be imported from CAD, BIM, and other formats and since Unity gives you the ability to build a whole world and simulate changes in real-time. There are four main use cases for Unity’s engine beyond entertainment experiences:

  1. Design & Planning: have teams work on interactive 3D models of their product simultaneously (in VR, AR, or on screens) from offices around the world and attach metadata to every component about its materials, pricing, etc. The Hong Kong International airport used Unity to create a digital twin of the terminals connected to Internet of Things (IoT) data, informing them of passenger flow, maintenance issues, and more in real-time.
  2. Training, Sales & Marketing: use interactive 3D content so staff or customers can engage with: a) photorealistic renderings of industrial products; b) VR trainings for risky construction situations; c) online car configurators that render custom designs in real-time; or d) an architect’s plan for new office space with every asset within the project filled with metadata and responsive to interaction, changes in lighting, etc. 
  3. Simulation: generate training data for machine learning algorithms using virtual recreations of real-world environments (like for autonomous vehicles in San Francisco) and running thousands of instances in each batch. Unity Simulation customers include Google’s DeepMind and Unity teamed up with LG to create a simulation module specific to autonomous vehicles.
  4. Human Machine Interfaces (interactive screens): create interactive displays for in-vehicle infotainment systems and AR heads up displays, as showcased by Unity’s 2018 collaboration with electric car startup Byton.

Unity’s ambitions beyond gaming ultimately touch every facet of life. In his 2015 internal memo in favor of acquiring Unity, Facebook CEO Mark Zuckerberg wrote “VR / AR will be the next major computing platform after mobile.” Unity is currently in a powerful position as the key platform for developing VR / AR content and distributing it across different operating systems and devices. Zuckerberg saw Unity as the natural platform off which to build “key platform services” in the mixed reality ecosystem like an “avatar / content marketplace and app distribution store”.

If Unity maintains its position as the leading platform for building all types of mixed reality applications into the era when mixed reality is our main digital medium, it stands to be one of the most important technology companies in the world. It would be the engine everyone across industries turns to for creating applications, with dramatically larger TAM and monetization potential for the core engine than is currently the case. It could expand up the stack, per Zuckerberg’s argument, into consumer-facing functions that exist across apps, like identify, app distribution, and payments. Its advertising product is already in position to extend into augmented reality ads within apps built with Unity. This could make it the largest ad network in the AR era.

This grand vision is still far away though. First, the company’s expansion beyond gaming is still early in gaining traction and customers generally need a lot of consulting support. You’ll notice other coverage of Unity over the last few years all tends to mention the same case studies of use outside gaming; there just aren’t that many than have been rolled out by large companies. Unity is still in the stage of gaining name recognition and educating these markets about what its engine can do. There are promising proof points of its value but market penetration is small.

Second, the era of AR as “the next major computing platform after mobile” seems easily a decade away, during which time existing and yet-to-be-founded tech giants will also advance their positions in different parts of the AR tech, authoring, and services stack. Apple, Facebook, Google, and Microsoft are collaborators with Unity right now but any of them could decide to compete with their own AR-focused engine (and if any of them acquire Unity, the others will almost certainly do so because of the loss of Unity’s neutral position between them).

Read Part 2 to break down Unity’s current financial position, how its positioning itself in the S-1 to achieve a higher valuation, and what both the bear and bull cases are for its future.

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Use ‘productive paranoia’ to build cybersecurity culture at your startup

As any startup grows, getting new products out the door and securing that next round of funding are always top priorities.

But security, all too often, falls by the wayside. After all, why would you invest money in something that you hope never happens when you could be funneling cash back into the business?

Fostering a corporate culture that embraces cybersecurity best practices keeps customer data safe and your company’s reputation intact. But security isn’t something you can easily tack on later. It must be ingrained in your company’s culture, and it’s so much easier to start in the early days of your company than scrambling in the aftermath of a data breach.

But how do you get there?

At TechCrunch Early Stage, we asked Casey Ellis, founder, chairman and chief technology officer at Bugcrowd, to share his ideas for how startups can improve their security posture.

Bugcrowd helps companies dip into a huge pool of cybersecurity talent — including hackers and security researchers — to find vulnerabilities. By helping companies identify flaws, they can shore up their defenses before malicious hackers break in. Few know better than Ellis — who’s run Bugcrowd for close to a decade — which policies, procedures and protections companies have put in place to get there.

Extra Crunch subscribers can log in and watch the video below.

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London VCs launch joint initiative to expand funding opportunities for underrepresented founders

A group of U.K.-based VCs have come together to create a new virtual pitching event designed to address the problems with the current startup ecosystem that can lead to inequalities and “warm intros” made only between privileged classes and ethnicities.

Held on the 30th of September, “Access All” will be a new virtual event geared toward founders from underrepresented groups.

Participating founders will be invited to pitch their startups to a number of London’s leading VCs and companies, including Downing Ventures, Playfair Capital, SpeedInvest and SoftBank, as well as Microsoft, Amazon, Accenture and O2.

The joint initiative has been put together by Floww, Force Over Mass and Wayra UK, with the mission to create more opportunity for BAME founders, based on merit, reducing bias and addressing the problems of the “the old boys network” of venture capital deal flow.

According to some figures, startups with all-male founding teams raise 91% of the venture capital in the U.K., but the stats around ethnic minority founders are harder to find. In the U.S. for example, 0.02% of venture capital is allocated to Black female founders.

Martijn de Wever, CEO and founder of Floww, which is coordinating the event, said: “With Access All, we rallied together in the startup community because we believe that the system needs change. Black, Asian and other ethnic minority founders, need to have fair access.”

Floww’s team of accountants and content writers will work with applicants for free to review their business plans and get them ready to pitch to the participating investors. TechCrunch and Forbes journalists will be joining the panel as judges.

Founders can register here.

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48 hours left to save on TC Sessions: Mobility 2020

Don’t you just love the feeling you get when crossing a task off your to-do list? It’s exponentially bigger and better when you can save $100 at the same time. Here’s the thing — you have just 48 hours to buy an early-bird pass to TC Sessions: Mobility 2020, save $100 and experience the all-too-elusive bliss of Getting. It. Done.

Want to feel all the feels? Buy your pass before the deadline expires on September 11 at 11:59 p.m. (PT).

Now that you’re all set in the pass department, let’s turn to the events of October 6-7. We have an outstanding agenda focused on the technology, trends and regulatory issues surrounding the current and future state of mobility.

Here are just a few of the many of the brilliant speakers and timely topics you can enjoy (see the entire Mobility 2020 agenda here):

  • The Future of Racing: Formula E driver Lucas Di Grassi is part of a new racing series, in which riders on high-speed electric scooters compete against each other on temporary circuits in cities. Think Formula E, but with electric scooters. The former CEO of Roborace and sustainability ambassador of the EsC, Electric Scooter Championship, will join us to talk about electrification, micromobility and a new kind of motorsport.
  • Investing in Mobility: Reilly Brennan, Amy Gu and Olaf Sakkers will come together to debate the uncertain future of mobility tech and whether VC dollars are enough to push the industry forward.
  • Uber’s City Footprint: Uber’s operations touch upon many aspects of the transportation ecosystem. Whether it’s autonomous vehicles, food delivery, trucking or traditional ride-hailing, these products and services all require Uber to interact with cities and ensure the company is on the good side of cities. That’s where Shin-pei Tsay comes in. Hear from Tsay about how she thinks through Uber’s place in cities and how she navigates various regulatory frameworks.

You can also explore more than 40 early-stage mobility startups exhibiting their tech and talent in the digital expo. Want to really strut your stuff? Apply here by September 15 to participate in our first Pitch Night — we’re looking for 10 outstanding early-stage founders to throw down in front of judges on October 5. Five finalists will move on to present live from the Mobility Main stage on October 6 — alongside folks like Boris Sofman of Waymo, Nancy Sun of Ike and Trucks VC’s Reilly Brennan. You’ll gain world-wide exposure to thousands of TC viewers, including investors and press.

The early-bird deal disappears in 48 hours. Buy your TC Sessions: Mobility 2020 pass before September 11 at 11:59 p.m. (PT). Cross off the task, feel the joy, save $100 and do what it takes to drive your business forward.

Is your company interested in sponsoring or exhibiting at TC Sessions: Mobility 2020? Contact our sponsorship sales team by filling out this form.

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It’s time to better identify the cost of cybersecurity risks in M&A deals

Rob Gurzeev
Contributor

Rob Gurzeev is CEO and co-founder of CyCognito, a company focused on giving CISOs the advantage over attackers.

Over the past decade, a number of high-profile cybersecurity issues have arisen during mega-M&A deals, heightening concerns among corporate executives.

In 2017, Yahoo disclosed three data breaches during its negotiation to sell its internet business to Verizon [Disclosure: Verizon Media is TechCrunch’s parent company]. As a result of the disclosures, Verizon subsequently reduced its purchase price by $350 million, approximately 7% of the purchase price, with the sellers assuming 50% of any future liability arising from the data breaches.

While the consequences of cyber threats were soundly felt by Yahoo’s shareholders and widely covered in the news, it was an extraordinary event that raised eyebrows among M&A practitioners but did not fundamentally transform standard M&A practices. However, given the high potential cost from cyber threats and the high frequency of incidents, acquirers need to find more comprehensive and expedient methods to address these risks.

Today, as conversations accelerate around cybersecurity matters during an M&A process, corporate executives and M&A professionals will point to improved processes and outsourced services for identifying and preventing security issues. Despite the heightened awareness among financial executives and a greater range of outsourced solutions for addressing cybersecurity threats, acquirers continue to report increasing numbers of cybersecurity incidents at acquired targets, often after the target has already been acquired. Despite this, acquirers continue to focus due diligence activities on finance, legal, sales and operations and typically see cybersecurity as an ancillary area.

While past or potential cyber threats are no longer ignored in the due diligence process, the fact that data breaches are still increasing and can cause negative financial impact that will be felt long after the deal has closed highlights a greater need for acquirers to continue to improve their approach and address cyber threats.

The current lack of focus on cybersecurity issues can be partially attributed to the dynamics of the M&A market. Most middle-market companies (which constitute the nominal majority of M&A transactions) will typically be sold in an auction process where an investment bank is engaged by the seller to maximize value by fostering competitive dynamics between interested bidders. In order to increase competitiveness, bankers will typically drive a deal process forward as quickly as possible. Under tight time constraints, buyers are forced to prioritize their due diligence activities or risk falling behind in a deal process.

A typical deal process for a private company will move as follows:

  • Selling company’s investment bankers contact potential buyers, providing a confidential information memorandum (CIM), which contains summary information on a company’s history, operations and historical and projected financial performance. Potential buyers are typically given three to six weeks to review materials before deciding to move forward. Unless there is a previously known cybersecurity issue, a CIM will typically not address potential or current cybersecurity issues.
  • After the initial review period, indications of interest (IOI) are due from all interested bidders, who will be asked to indicate valuation and deal structure (cash, stock, etc.).
  • After IOIs have been submitted, the investment banker will work with the sellers to select top bidders. Key criteria that are evaluated include valuation, as well as other considerations such as timing, certainty of closing and credibility of buyer to complete the transaction.
  • Bidders selected to move forward are typically given four to six weeks after the IOI date to drill deeper into key diligence issues, review information in the seller’s data room, conduct a management presentation or Q&A with the target’s management and perform site visits. This is the first stage when cybersecurity issues could be most efficiently addressed.
  • Letter of Intent is due, when bidders reaffirm valuation and propose exclusivity periods wherein one bidder is selected on an exclusive basis to complete their due diligence and close the deal.
  • Once an LOI is signed, bidders typically have 30-60 days to complete the negotiation of definitive agreements that will outline in detail all terms of an acquisition. At this stage, acquirers have another opportunity to address cybersecurity issues, often using third-party resources, with the benefit of investing significant expenses with the greater certainty provided by the exclusivity period. The degree to which third party resources are directed toward cybersecurity relative to other priorities varies greatly, but generally speaking, cybersecurity is not a high-priority item.
  • Closing occurs concurrent with signing definitive agreements, or in other cases, closing occurs after signing often due to regulatory approvals. In either case, once a deal is signed and all key terms are determined buyers can no longer unilaterally back out of a deal.

In such a process, acquirers must balance internal resources to thoroughly evaluate a target with moving quickly enough to remain competitive. At the same time, the primary decision makers in an M&A transaction will tend to come from finance, legal, strategy or operating backgrounds and rarely will have meaningful IT or cybersecurity experience. With limited time and little background in cybersecurity, M&A teams tend to focus on more urgent transactional areas of the deal process, including negotiating key business terms, business and market trend analysis, accounting, debt financing and internal approvals. With only 2-3 months to evaluate a transaction before signing, cybersecurity typically only receives a limited amount of focus.

When cybersecurity issues are evaluated, they are heavily reliant on disclosures from the seller regarding past issues and internal controls that are in place. Of course, sellers cannot disclose what they do not know, and most organizations are ignorant of attackers who may already be in their networks or significant vulnerabilities that are unknown to them. Unfortunately, this assessment is a one-way conversation that is reliant on truthful and comprehensive disclosures from sellers, lending new meaning to the phrase caveat emptor. For this reason, it’s no coincidence that a recent poll of IT professionals by Forescout showed that 65% of respondents expressed buyer’s remorse due to cybersecurity issues. Only 36% of those polled felt that they had adequate time to evaluate cybersecurity threats.

While most M&A processes do not typically prioritize cybersecurity, M&A processes will often focus squarely on cybersecurity issues when known issues occur during or prior to an M&A process. In the case of Verizon’s acquisition of Yahoo, the disclosure of three major data breaches led to a significant reduction of purchase price, as well as changes in key terms, including stipulations that the seller would bear half the costs of any future liabilities arising from these data breaches. In April 2019, Verizon and the portion of Yahoo that was not acquired would end up splitting a $117 million settlement for the data breach. In a more recent example, Spirit AeroSystems’ acquisition of Asco has been pending since 2018 with a delayed closing largely due to a ransomware attack on Asco. In June 2019, Asco experienced a ransomware attack that forced temporary factory closures, ultimately causing a 25% purchase price reduction of $150 million from the original $604 million.

In both the case of Spirit and Verizon’s acquisitions, cybersecurity issues were largely addressed through valuation and deal structure, which limits financial losses, but does little to prevent future issues for a buyer, including loss of confidence among customers and investors. Similar to Spirit and Verizon’s acquisitions, acquirers will typically utilize structural elements of a deal to limit the economic losses. Various mechanisms and structures — including representations, warranties, indemnifications and asset purchases — can be utilized to effectively transfer the direct economic liabilities of an identifiable cybersecurity issue. However, they cannot compensate for the greater loss that would occur from reputational risk or loss of important trade secrets.

What the Spirit and Verizon examples demonstrate is that there is quantifiable value associated with cybersecurity risk. Acquirers who do not actively assess their M&A targets are potentially introducing a risk into their transaction without a mitigation. Given a limited timeline and the inherently opaque nature of a target’s cybersecurity issues, acquirers would benefit greatly from outsourced solutions that would require no reliance upon, or input from a target.

The scope of such an assessment ideally uncovers previously unknown deficiencies in the target’s security and exposure of business systems and key assets, including data and company secrets or intellectual property. Without such knowledge, acquirers go into deals partially blinded. Of course, industry best practice is to reduce risk. Adding this measure of cybersecurity assessment is an excellent practice today and likely a mandatory requirement in the future.

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Pitching access management on the fly, Los Angeles-based Britive raises $5.4 million

It seems Los Angeles is becoming an enterprise software hotspot.

LA saw its first big enterprise exit in recent memory with the recent acquisition of Signal Sciences for $775 million, and less than a month later a hometown startup, Britive has raised $5.4 million from LA’s own venture fund, Upfront Ventures and a clutch of security experts.

For chief executive Artyom Poghosyan and chief technology officer Alex Gudanis, Britive is simply the latest initiative in a decades-long effort to reshape security technology.

Both Poghosyan and Gudanis have long histories in identity and access management; back in 2009 Poghosyan founded Advancive Technology Solutions, which was acquired by Optiv in 2015 to bulk up its identity access management service.

Now, he and Gudanis are trying to solve the issues of identity access management that the new, ubiquitous cloud computing model presents for security officers and developers.

“When Optiv acquired us, we were already seeing interesting and strong signals in the technolog space about the disruption that was being driven by cloud technologies,” said Poghosyan.

Those cloud technologies presented new challenges for the kind of privileged access management technologies that Poghosyan had developed.

The solution that Britive pitches is a dynamic model for granting permissions for access, Poghosyan said. Instead of granting permanent access, there are policy-based pre-authorizations that a company can set up defined for specific tasks and roles.

Based on a developer’s role and work, they can request and receive access automatically based on the specific parameters defined by a company or security officer.

The company already has more than a dozen customers using its technology after launching merely two years ago. It’s a customer base that includes one of the world’s largest carmakers and a global clothing brand — companies Poghosyan declined to identify, citing contractual obligations.

The company charges based on the number of users who are requesting permission for access, Poghosyan said.

As more companies move to remote work in the COVID-19 era and distributed teams become the norm, streamlining the provisioning and access management process for companies is going to become even more important.

Undoubtedly, that’s why Britive was able to land investors like Upfront Ventures and why their partner, Kara Nortman, is joining the company’s board of directors. It’s also the reason the company was able to attract some of LA’s leading enterprise executives to back the company, including Andrew Peterson, CEO of Signal Sciences and Dave Cole, CEO of Open Raven.

 

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What’s driving API-powered startups forward in 2020?

Startups that deliver products via an API are seeing momentum in 2020, as their method of serving customers becomes increasingly mainstream. And investors are taking note.

It’s not hard to find a startup with an API-based delivery model that is doing well this year. This column noted a grip of recently funded API-focused startups in May, for example, underscoring how attractive they are to venture capitalists today.

Yesterday, I caught up with Alpaca, a startup whose API allows other companies to add equities-trading capabilities to their own services. The company’s business is skyrocketing this year. According to data it provided to TechCrunch, Alpaca’s trading volume, processed for its developer users and customers, has grown from $388.1 million in January to nearly $1.6 billion in both June and July. Volume fell some in August, but according to CEO Yoshi Yokokawa, September’s trading volume could see Alpaca surpass its summer records.

Alpaca announced a $6 million round from Spark Capital last November that TechCrunch covered, with Social Leverage, Portag3, Fathom Capital and Zillionize helping boost its total capital raised to nearly $12 million. We confirmed with Yokokawa that his startup’s revenue scales with volume, meaning that the company’s top line has exploded this year, with trading volumes up 10x from July 2019 to July 2020.

Alpaca is a good example of what to think of when we consider an API-powered company versus something more traditional, like Robinhood, which provides services to end users. Alpaca considers developers as its users, and those developers bring Alpaca to market in their own fashion.

The developer-first model can lead to efficiencies. As Twilio CEO Jeff Lawson told TechCrunch regarding new software products: “I don’t want to go through a sales process,” he said, adding that he also doesn’t want to wait “a week to get a call back” but would rather “start exploring now.” With many API companies offering a free tier or low-cost options for tinkering, lowering sales and marketing costs in certain instances when developers sell themselves on an API-delivered service.

So what?

What’s driving the API-delivered model forward in 2020? Or, more simply, why do I keep hearing from API-powered startups that are either raising money, or are seeing rapid growth?

Alpaca’s Yokokawa has a theory. According to the startup exec, two macro trends are coming together to push API startups forward. The first is a simple evolution of the tech industry toward a new software delivery model. Yokokawa drew a timeline for TechCrunch, from legacy IT systems to on-prem software, through SaaS to API-delivered services today, the last in the bunch offering what he views as having the most flexibility. That trend has combined with more folks becoming developers, in his view, through traditional education, coding schools and even no-code’s growth.

An industry shift toward software and services in an increasingly on-demand model (SaaS is more on-demand than on-prem software, and API-delivered tools are even more on-demand than SaaS) and more developers to help plug APIs into other apps could make for a nice tailwind for companies employing the business model.

To get a bit more on the where we stand today, The Exchange chatted with Shasta’s Isaac Roth and collected notes from two Mayfield investors, Patrick Salyer and Rajeev Batra. There’s a general air of bullishness around startups selling APIs. Let’s learn how it is impacting venture interest.

The investor perspective

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India’s Zomato raises $100M from Tiger Global, says it is planning to file for IPO next year

Indian food delivery startup Zomato has raised $100 million from Tiger Global and is preparing for the next phase of its journey: an IPO.

Tiger Global financed the capital through its investment vehicle Internet Fund VI, according to a regulatory filing. Info Edge, a major investor in Zomato, confirmed the development Thursday evening, adding that the new round valued Zomato at $3.3 billion post-money.

In an email to employees earlier today, Zomato co-founder and chief executive Deepinder Goyal said the startup had about $250 million cash in the bank and several more “big name” investors would be joining the current round to increase its cash reserve to about $600 million “very soon.”

“Important note — we have no immediate plans on how to spend this money. We are treating this cash as a ‘war-chest’ for future M&A, and fighting off any mischief or price wars from our competition in various areas of our business,” he added in the letter, reviewed by TechCrunch.

Zomato, which acquired the Indian food delivery business of Uber early this year, competes with Prosus Ventures-backed Swiggy in India. A third player, Amazon, has also emerged in the market, though it is currently servicing food delivery in only select suburbs of Bangalore.

Goyal told employees that the 12-year-old startup is also working for its IPO for “sometime in the first half of next year.” (It’s unclear how Zomato plans to achieve this target, but it is likely looking at listing in the U.S. or some other market. Current Indian law requires a startup to be profitable for at least three years before they could publicly list in India — though there has been some proposal to relax this requirement.)

The new pledge from Zomato is the result of a major economic improvement in its business in recent quarters. Until mid-last year, Zomato was losing more than $50 million a month to win and sustain customers by offering heavy discounts.

The Gurgaon-headquartered firm, which like Swiggy eliminated hundreds of jobs in recent months as coronavirus ruined the appetite of Indians ordering food online, said in July that its losses for the month would be less than $1 million.

The startup also faced obstacles in raising new capital. It kickstarted its financing round a year ago, but had secured only $50 million as of a month ago. The startup had originally anticipated closing this round, at about $600 million, in January this year.

In an emailed response to TechCrunch queries in April, Goyal had attributed the delays to the spread of coronavirus and said he expected to close the round by mid-May. He wrote to employees today that Tiger Global, Temasek, Baillie Gifford and Ant Financial had already participated in the current round.

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Robinhood’s financial news team launches its first video series

Stock trading app Robinhood has seen rapid growth during the pandemic, leading it to raise hundreds of millions more dollars in funding — most recently in a $200 million round that valued the company at $11.2 billion.

And the content side of the business has been growing as well. The company acquired the financial podcast and newsletter MarketSnacks early last year, rebranding it as Robinhood Snacks. Now it says the Snacks newsletter has 20 million subscribers, while the podcast has nearly 2 million monthly listeners. And a shorter version of the podcast, the Snacks Minute, was one of Spotify’s most popular podcasts of the summer.

The next step: Launching a video series, also called Robinhood Snacks, which will be available on the Robinhood/Robinhood Snacks YouTube and Instagram accounts.

Snacks founders Jack Kramer and Nick Martell still host the podcast and they’ll be hosting the video series as well. Like the rest of their content, it’s a news-focused show, filmed from their living rooms and quickly edited by the Robinhood Snacks team.

“We’re starting with two videos a week for now, until we get the hang of it,” Kramer told me. But the goal is to get to a daily publication schedule in the “near future.”

He argued that video seemed like the best way to reach new, younger audiences who might not be reading the newsletter or listening to the podcasts. The approach will be similar to other Robinhood Snacks products, analyzing two big financial stories in less than three minutes, and in a way that should be accessible to normal viewers.

Kramer suggested that just as Robinhood is trying to “democratize finance for all,” Robinhood Snacks is trying to deliver financial news in “a totally new way.” As Martell put it, they want Snacks to be useful to experienced investors while remaining accessible to people who don’t know “what an earnings report [is], don’t know revenues from profit and maybe are confused about why the Tiffany’s acquisition isn’t going through.”

“When we’re covering news, we’re focused on: How is this relevant to listeners as consumers?” Kramer added. “How is this relevant to investors as a potential investor in the company stock? And how is this interesting and relevant to consumers with regard to trends that play in the story that we’re telling. It’s not just earnings per share.”

The ultimate goal, he said, is to make finance “as culturally relevant as music, sports and the arts.”

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