Three Perspectives on SaaS Companies Presented at Cooley Godward Kronish October 28, 2009 Three Perspectives on SaaS Companies CFO Perspectives Skip Smith & Mary Korn – FLG Partners SaaS CEO/Board Issues – CFO Perspective What makes a SaaS company? SaaS Revenue recognition primer Multiple elements in sale New accounting next year Capitalization of software State sales and use tax Systems for SaaS companies Three Perspectives on SaaS Companies What makes a SaaS Company? Key attributes: Recurring revenue streams Hosted application software often accessed via a browser Standalone or integrated applications Core systems – Accounting or CRM Ancillary systems – Travel management or payments Media, gaming, analytics, etc. Fragmented, rapidly growing companies Hard to build from a financial perspective Valuable when turn profitable (begin generating cash) Three Perspectives on SaaS Companies SaaS Revenue Recognition Multiple revenue elements: Subscription – monthly, per seat or per transaction booked Implementation/professional service fees – If bundled, determine standalone value (“VSOE”) and recognize over expected life of relationship If separately charged, then recognize when deployment is effective (if VSOE for subscription renewal exists) EITF 08-01 will somewhat liberalize VSOE requirements for new fiscal years (required for years beginning after 6/15/10) Hardware/software combinations: Now driven by software treatment thus recognition spread over useful life of device (SOP 97-2) More up front recognition for mixed hardware (iPhone, etc.) coming in 2010 (EITF 09-3) Three Perspectives on SaaS Companies Rev Rec Takeaways Get it right from the start – Lock down pricing schemes Develop a standard contract to maintain consistent T’s and C’s Get auditor buy in early for recognition policy Especially for implementation revenue treatment Restatements are very costly in time and opportunity Adoption of EITF 08-1 treatment will improve pricing flexibility and may accelerate revenue recognition Calendar year companies should consider adoption of EITF 08-1 and 09-3 treatment starting in January 2010 Three Perspectives on SaaS Companies Capitalization of Software Capitalization of internal use software governed by EITF 98-1 Essentially capitalize software costs after demonstration of technical feasibility, then amortize over useful life (3-5 years) Write off all maintenance and updates other than major rewrites Track R&D costs carefully for GAAP, management and tax purposes (including possible R&D tax credits) Key Takeaways: Wide ranging practice but be conservative Costs capitalized now are a drag on earnings later Establish a simple timekeeping and “project” system early Three Perspectives on SaaS Companies State Sales and Use Tax Not an income tax so “nexus” is much easier to achieve States are looking for revenue – a very dynamic area Expanding tax base to include much of digital commerce Active states include Washington, NC, Texas, NY, Wisc, etc. Taxation dependent upon local statues and tax “nexus” Nexus can be achieved by having employees in state or visits by sales or training personnel or simply having customers in state Tax rates applied at the zip code level Monthly filing and deposit requirements Three Perspectives on SaaS Companies Sales & Use Tax Takeaways SaaS company is responsible for assessment and collection of these taxes regardless of contractual provisions otherwise Get compliant early to avoid expensive penalties and interest Begin with focus on larger transactions Tax issues can delay strategic transactions (FAS 5 issues) Build compliance into systems early Review state level changes a couple of times per year Three Perspectives on SaaS Companies Systems Needs for SaaS Financial reporting system (QuickBooks, MS Dynamics, etc) Simple project capability Database for revenue and contract management Salesforce or homebuilt that scales Manage pending implementations Feed revenue to financial system Feed management dashboards and metrics Key Takeaways Spreadsheets break Build links from operational systems to feed financials Establish firm audit trails Three Perspectives on SaaS Companies Three Perspectives on SaaS Companies CFO Perspectives Operational Operational considerations Three Perspectives on SaaS Companies Right from the Start Sales Build inside sales first Sales comp plans tied to acquisition of MRR Separate hunters and farmers Avoid costly enterprise sales techniques Engineering Marketing Embrace developers Online marketing skills Constantly measure the effectiveness of marketing spend Deploy guerilla marketing techniques Analytics Architecture Always on QA Three Perspectives on SaaS Companies Invest in Lead Generation Marketing = lead generation Measure lead generation conversion Use tools to generate leads & accelerate sales cycles inexpensively Practice guerilla marketing tactics Offer demo accounts and start up kits Frequent e-marketing initiatives Explore segmented marketing Evangelize customer references Three Perspectives on SaaS Companies Sales Learning Curve Set goal of MRR/Sales HC before hiring Use MRR to determine when to hire Restrict sales hiring Use MRR vs fully burdened cost of sales to assess Accelerate sales hiring only MRR justifies Commission plans direct behavior Inside sales Require $60K-75K MRR Field sales $1 of commission for $1 of MRR = 8.3% rate Inside sales Require $80K-100K MRR Stay local Three Perspectives on SaaS Companies Develop an API Strategy Early Adopt an open API strategy from Day One Use APIs to drive integration strategy APIs can drive adoption Right API strategy can lead to new channels Entice developers to create extensions to enhance your product line View developers as a channel Three Perspectives on SaaS Companies How to Measure and Monitor Performance Three Perspectives on SaaS Companies Critical Internal Systems & Processes Allocate funds for internal investment Have nimble & smart internal systems Billing system that supports recurring billing Be flexible & able to process secure payments Be aware of changing regulatory environment Reporting database Partner/developer tracking database Campaign manager tool set Standard contracts Customize only for large accounts Three Perspectives on SaaS Companies Build Programs to Encourage & Track Usage Analytics rule! Know exactly how customers are using your product Measure user adoption Test new features Spot potential problem areas Customize your marketing programs Focus product feature roadmap Three Perspectives on SaaS Companies How to Measure Product design & architecture Reporting system Databases Code & customer account / usage Reporting and metrics Billing BI tools To report, track & measure Analyst resources To assess & compare Internal compass Three Perspectives on SaaS Companies What to Measure – Part I MRR: monthly recurring revenue * CLTV: lifetime value of a customer Churn Rate: the % of customers who end their relationship in a given period Retention rate: 1- churn rate Renewal rate Upsell Selling costs Value by year acquired What does this tell you about the customer? Three Perspectives on SaaS Companies What to Measure – Part II Deferred revenue: revenue that cannot yet be recognized on the I/S Life cycle of deferred revenue: how long DR hangs out on the B/S Backlog: off balance sheet tracking of undelivered elements Professional services, training, customization GPM: gross profit margin CPNC: cost per new customer Go ahead if CPNC < CLTV Three Perspectives on SaaS Companies What to Measure – Part III CAC: customer acquisition cost Many ways to measure Change in revenue/S&M spend Change in GM/S&M spend Bessemer & Hummer Winblad have published their formulas Programs should permit you to track By marketing activity Even by individual customer Three Perspectives on SaaS Companies The Ideal Dashboard Three Perspectives on SaaS Companies What Matters MRR * CLTV Churn Rate Retention rate CAC Cash Value of installed base Value of plan to come from new business Deferred revenue Live cycle of deferred revenue Backlog Avg seats/customer Avg price/seat Customer growth …Other marketing costs SEO, PPC, CPA, CPM Three Perspectives on SaaS Companies Projecting and Conserving Cash Three Perspectives on SaaS Companies Vulnerability of Fixed Costs Major spend areas Headcount Facilities Marketing Delivery costs Fixed costs of operations providing response, reliability, security are hard to cut Know your data center costs Colo, rack space, power, bandwidth, maintenance, hands-on admin Public SaaS companies have long climb to profitability Major cause of losses was high S&M expense Watch marketing effectiveness & manage sales team costs Three Perspectives on SaaS Companies Cash Management 101 13 week rolling forecast Inflows Outflows Cash flows from operating activities Annual budget Forecast cash flow through end of fiscal year SaaS may consume $30M before CFBE occurs Runway Know when it ends at current spend Know what to do about it Three Perspectives on SaaS Companies CFO Perspectives Thank you Three Perspectives on SaaS Companies Three Perspectives on SaaS Companies The Legal Perspective: Key Issues in Software-as-a-Service Contracts Robin J. Lee & Diane Savage Technology Transactions Group Cooley Godward Kronish LLP October 28, 2009 What we’ll talk about today… Software license agreements and SaaS contracts have some similarities, but differ in some fundamental ways Consequently, due diligence intuitions developed in a world of software contracts are applicable to some issues, but for other issues need to be “retooled” for a SaaS world VCs and other investors performing due diligence on SaaS companies need to be aware of the differences that matter Three Perspectives on SaaS Companies What we’ll talk about today… We will cover ten common topics in SaaS contracts that are of unique legal concern: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Type and enforceability of subscription agreement Third-party components Upstream hosted/managed service providers Confidentiality & security Service level agreements “Constant improvement model” Warranties and limitations of liability Financial and accounting issues Insurance Term and termination rights Three Perspectives on SaaS Companies What we’ll talk about today… To put the problem in context, we’ll take distinct roles: Diane (the SaaS company trying to run a business): “How should a SaaS company proactively address these issues to maximize value?” Robin (the grumpy but practical investor): “How should an investor view these issues from a due diligence and valuation perspective?” Three Perspectives on SaaS Companies 1. The Subscription Agreement Two basic forms of subscription agreement Online “click-to-accept” agreement Negotiated “brick-and-mortar” agreement Due diligence tips: Enforceability problems Clickwrap vs. browsewrap Geographic scope Privacy Is there a privacy policy on the website? Data privacy in the EU Three Perspectives on SaaS Companies 2. Third-Party Issues: Software Components SaaS companies (like most) are likely to make use of software licensed from third parties Many software license agreements contain contractual prohibitions on “remote”, “ASP”, or “service bureau” use May also require pass-through restrictions Special open-source software issues Due diligence tips: Understand what third-party software is used in the SaaS offering Review for compliance all third-party software license agreements Three Perspectives on SaaS Companies 3. Third-Party Issues: Hosted Services SaaS companies frequently contract with a third-party service provider to host the service This creates a critical upstream third-party dependency Ideally: hosted services agreement and SaaS’s own contracts with customers should contain “back-to-back” terms Due diligence tips: Perform comparative analysis of hosted services agreement and Subscription Agreement Identify gaps Identify pass-throughs Three Perspectives on SaaS Companies 4. Confidentiality & Security Issues The SaaS model involves much more sharing of the customer’s sensitive/proprietary information As a result, SaaS agreements often include robust contractual provisions regarding information security Security audits/inspections SOX compliance/SAS-70 reports Due diligence tips: Look for: Unlimited liability for security breaches Standardized reporting and remediation for breaches Retention policy Security breach notification liability Three Perspectives on SaaS Companies 5. Service Level Agreements Appropriate performance measurements (uptime guarantees, throughput, mean-time-torestore) Exclusions! Due diligence tips: Does company have a baseline SLA? Remedies for breach Customer duties and responsibilities Beware of customer-supplied SLAs Redundant systems/disaster recovery Historically, has the company been in compliance with its contract commitments? Three Perspectives on SaaS Companies 6. Constant Improvement Model In a service model, maintenance is often “built in” The SaaS company wants all customers on the same version Customers often object to “forced upgrades” Configuration vs. customization Due diligence tip: Watch for burdensome one-off agreements that require specific versions for specific customers, which can erode the economics of the SaaS model Three Perspectives on SaaS Companies 7. Warranties and Limitations of Liability In principle, similar to software license agreements, but: Watch for general limitations of liability at “fees paid under the Agreement,” as these will increase over time Additional exceptions to consequentials waiver/direct cap Warranties: can argue that the SLA should be sufficient, but customers will often insist on some kind of performance warranty Due diligence tips: As usual, understand the worst-case exposure for breach of agreement What if there’s a security breach? What if the service goes down? Three Perspectives on SaaS Companies 8. Financial and Accounting Issues Financial strength of the SaaS company is obviously a key concern of its customers Therefore, SaaS contracts may contain assurances related to the financial condition of the SaaS company Access to private financial records Termination for insolvency Access to backups Source code release on bankruptcy Due diligence tip: Disclosure provisions in customer contracts are generally okay, but watch for provisions that create revenue recognition issues Three Perspectives on SaaS Companies 9. Insurance “No problem, we have insurance for all of that!” Beware: many insurance policies do not cover all of the risks that SaaS companies face Cyber-insurance policies can be pretty limited In the end, need to carefully review the applicable policies Due diligence tips: Review the actual policies Consider inquiring into insurance held by third-party hosted services provider Three Perspectives on SaaS Companies 10. Termination Issues Many may assume that the customer is “locked in” for the term of the SaaS contract But virtually all SaaS contracts have early termination rights Can the customer terminate for convenience? What constitutes “cause” for termination purposes? Are there burdensome termination assistance obligations on the SaaS company? Due diligence tips: Review all termination rights Inquire into historical experience with respect to customer terminations and renewals Three Perspectives on SaaS Companies Summary In some ways, SaaS contracts look like software license agreements In other ways, the SaaS model creates unique business and legal liability exposure that often prompt very different contract provisions Both SaaS companies and their investors need to understand these contract provisions and their purposes, in order to make an intelligent assessment of: …what it makes sense to accept (the SaaS company) …how it impacts the value of the business (the investor) Three Perspectives on SaaS Companies Questions? Three Perspectives on SaaS Companies Three Perspectives on SaaS Companies A Capital Markets Perspective October 28, 2009 SaaS In The Capital Markets How are SaaS companies valued relative to traditional perpetual license software companies? How have they fared in this turbulent market? Is there an active M&A market for SaaS companies? At what prices? What do we see on the horizon? Three Perspectives on SaaS Companies Performance: Perpetual v. SaaS Software SaaS Much More Levered To The Market (Indexed) 300% 190.4% 250 200 58.2% 150 100 (0.9%) 50 0 01/01/05 01/01/06 Perpetual License Vendors 01/01/07 01/01/08 SaaS Vendors 01/01/09 NASDAQ Source: Per FactSet Research Systems as of October 16, 2009. Note: Perpetual License Vendors include: EPIC, INTU, JDAS, LWSN, MANH, MSFT, MSTR, ORCL, QADI, SAP, SPSS and SY. Note: SaaS Vendors include: ARBA, BLKB, BBBB, CNQR, CTCT, TRAK, KNXA, N, OMTR, RHT, RNOW, CRM, SDBT, SFSF and TLEO. Three Perspectives on SaaS Companies Multiples: Perpetual v. SaaS Software SaaS Companies Enjoy Consistently Higher P/E (Price / NTM Earnings Multiple) 50x 40 33x 32x 30 30x 23x 20 26x 30x 21x 33x 33x 30x 28x 26x 20x 20x 18x 34x 32x 31x 28x 35x 19x 20x 20x 20x 19x 20x 19x 27x 27x 21x 24x 24x 18x 15x 11x 15x 15x 10 16x 14x 14x 0 Jan 2005 Jul 2005 Jan 2006 Jul 2006 Jan 2007 Jul 2007 Jan 2008 Perpetual License Vendors Jul 2008 Jan 2009 Jul 2009 SaaS Vendors Source: Per FactSet Research Systems as of October 16, 2009. Note: Perpetual License Vendors include: EPIC, INTU, JDAS, LWSN, MANH, MSFT, MSTR, ORCL, QADI, SAP, SPSS and SY. Note: SaaS Vendors include: ARBA, BLKB, BBBB, CNQR, CTCT, TRAK, KNXA, N, OMTR, RHT, RNOW, CRM, SDBT, SFSF and TLEO. Three Perspectives on SaaS Companies The SaaS Premium It’s Real And Expanding (SaaS Premium) (Price / NTM Earnings Multiple) 100% 40x 35x 35 30x 30x 30 26x 25 23x 28x 32x 33x 34x 33x 90 33x 80 30x 28x 26x 21x 20 31x 32x 18x 19x 20x 20x 20x 19x 20x 20x 20x 19x 27x 27x 24x 24x 60 21x 18x 15x 15 15x 16x 15x 14x 70 14x 11x 50 40 30 10 20 SaaS Vendors Perpetual License Vendors /0 9 10 /0 1 /0 9 /0 9 /0 1 07 /0 1 /0 9 04 01 /0 1 /0 8 /0 8 /0 1 10 07 /0 1 /0 8 /0 8 04 /0 1 /0 7 /0 1 01 10 /0 1 /0 7 /0 7 /0 1 07 04 /0 1 /0 7 /0 6 01 /0 1 /0 6 /0 1 10 07 /0 1 /0 6 /0 6 /0 1 04 /0 1 01 /0 1 10 /0 1 07 /0 1 04 /0 1 01 /0 5 0 /0 5 0 /0 5 10 /0 5 5 SaaS Premium Source: Per FactSet Research Systems as of October 16, 2009. Note: Perpetual License Vendors include: EPIC, INTU, JDAS, LWSN, MANH, MSFT, MSTR, ORCL, QADI, SAP, SPSS and SY. Note: SaaS Vendors include: ARBA, BLKB, BBBB, CNQR, CTCT, TRAK, KNXA, N, OMTR, RHT, RNOW, CRM, SDBT, SFSF and TLEO. Three Perspectives on SaaS Companies SaaS IPO Activity Only Two Offerings Since 2008 (US$ in millions) Pricing Date 07/01/09 06/25/09 Amount Company Raised LogMeIn Medidata Solutions $106.7 88.2 Average 12/20/07 11/20/07 11/01/07 10/03/07 08/09/07 02/15/07 NetSuite SuccessFactors SoundBite Communications Constant Contact DemandTec Salary.com Omniture Synchronoss Technologies $161.2 107.9 41.6 107.2 66.0 59.9 DealerTrack Holdings Vocus Taleo Kenexa $69.6 56.5 WebSideStory RightNow Technologies Phase Forward Motive Salesforce.com Blackboard Average (a) (35.9)% 55.2 (61.3) 11.7 (25.1) (69.5) 229.7 % 58.9 144.3 % $170.0 45.0 93.8 69.0 9.1 % 129.1 78.6 15.4 58.1 % Average 09/28/04 08/05/04 07/14/04 06/25/04 06/23/04 06/18/04 20.1 % 14.6 (20.8)% Average 12/13/05 12/07/05 09/29/05 06/24/05 (a) 17.4 % Average 06/27/06 06/15/06 Offer Price to Current $42.5 44.1 39.4 50.0 110.0 77.0 NA 107.1 % 84.5 NA 466.9 174.8 208.3 % Per FactSet Research Systems as of October 16, 2009. Three Perspectives on SaaS Companies SaaS M&A Transactions ― Multiples Consistently High Exit Values Average Revenue Multiples by Quarter (TV / LTM Revenue Multiple) 8.0 x 7.3 x 7.3 x 7.0 6.1 x 6.1 x 6.0 x 6.0 5.0 5.9 x 5.8 x 5.6 x 4.5 x 3.7 x 4.0 3.6 x 3.0 3.6 x 3.8 x 2.5 x 2.0 x 2.0 1.0 NA 0.0 Q1 Q2 Q3 2006 Q4 Q1 Q2 Q3 2007 Q4 Q1 Q2 Q3 Q4 2008 Q1 Q2 Q3 Q4 2009 Source: Per The 451 Group, FactSet Research Systems, SDC and Thomson One Banker as of October 16, 2009. Excludes transaction values below $20 million. Three Perspectives on SaaS Companies SaaS M&A Transactions ― Volume Still Relatively Low In Terms Of Absolute Totals Transaction Volume and Aggregate Value by Quarter (US$ in millions) $4,868 $2,500 20 $2,243 2,000 16 $1,746 $1,611 $1,458 1,500 $1,446 12 $1,037 1,000 8 $822 $599 $549 500 $396 $310 $88 $64 Q1 Q2 $345 4 $33 0 0 Q3 Q4 Q1 2006 Aggregate Transaction Value Q2 Q3 2007 Q4 Q1 Q2 Q3 2008 Q4 Q1 Q2 Q3 Q4 2009 Total Number of Transactions Source: Per The 451 Group, FactSet Research Systems, SDC and Thomson One Banker as of October 16, 2009. Excludes transaction values below $20 million. Note: Target company logos represent announced deals with transaction values greater than $400 million. Three Perspectives on SaaS Companies SaaS M&A Transactions Top Transactions Last 5 Years (US$ in millions) Announced Date 03/15/07 09/15/09 03/14/07 10/08/08 07/09/07 02/11/08 01/23/04 10/25/07 07/03/07 04/08/08 Estimated Transaction TV / LTM Value Revenue Acquirer Target Cisco Systems Inc. Adobe Systems Inc. Microsoft Corp. Symantec Corp. Google Inc. Microsoft Corp. Ariba Inc. Omniture Inc. Autonomy Corp. Nuance Communications Inc. WebEx Communications Omniture Inc. Tellme Networks Inc. MessageLabs Ltd. Postini Inc. Danger Inc. Freemarkets Inc. Visual Sciences Inc. Zantaz Inc. eScription Inc. $3,200.0 1,800.0 750.0 695.0 625.0 500.0 459.3 394.0 375.0 363.0 8.4 x 5.4 NA 4.8 8.9 8.9 3.3 5.2 NA 8.3 Source: Per The 451 Group, FactSet Research Systems, SDC and Thomson One Banker as of October 16, 2009. Excludes transaction values below $20 million. Three Perspectives on SaaS Companies SaaS M&A Transactions Top Acquirers Last 5 Years (US$ in millions) Announced Date 05/29/08 08/06/07 01/16/07 01/23/09 06/06/07 01/18/07 07/09/07 07/02/07 05/24/07 09/14/09 06/02/09 11/26/07 07/30/09 10/30/07 10/08/07 04/08/08 10/02/07 02/22/07 10/25/07 09/07/07 02/14/07 Estimated Transaction TV / LTM Value Revenue Acquirer / Target Blackbaud Inc. Kintera Inc. eTapestry.com Target Software / Target Analysis DealerTrack Holdings Inc. JM Dealer Services Inc. (Inv. Management Solutions) Arkona Inc. Curomax Corp. Google Inc. Postini Inc. GrandCentral Communications FeedBurner Inc. Intuit Inc. Mint Software Inc. PayCycle Inc. Homestead Technologies Inc. McAfee Inc. MX Logic ScanAlert Inc. SafeBoot BV Nuance Communications Inc. eScription Inc. Commissure Inc. BeVocal Inc. Omniture Inc. Visual Sciences Inc. Offermatica Corp. Touch Clarity Ltd. $46.0 24.8 60.0 1.1 x NA NA $32.5 48.7 39.4 NA 3.8 x 3.9 $625.0 50.0 100.0 8.9 x NA NA $170.0 170.0 170.0 NA 5.7 x 12.1 $140.0 51.0 350.0 4.0 x 3.4 5.8 $363.0 26.6 140.0 8.3 x 13.3 NA $394.0 65.0 48.5 5.2 x 7.2 8.1 Source: Per The 451 Group, FactSet Research Systems, SDC and Thomson One Banker as of October 16, 2009. Excludes transaction values below $20 million. Three Perspectives on SaaS Companies Conclusions Investors clearly place premium value on the growth and predictability of SaaS High beta works both directions Relatively few public market plays M&A market still developing ― including buyers Three Perspectives on SaaS Companies