Archive for the ‘Capital markets & IR’ Category

Facebook IPO: Should we “Like” it?

February 5, 2012

Yes, I know, investor relations people should be thrilled to see life returning to the IPO market in 2012 – and here comes Facebook, the biggest Internet IPO of all, to stir up interest in public markets. But I’m wavering on whether to click “Like” or “Not-so-much.”

I can’t help feeling that all the hoopla around the social media giant’s pending public-company status may be a sign of a frothy top in the stock market. I hope not – and I do wish Facebook success in its IPO. It’s a wonderful growth story.

The stock market has had a good run recently, despite some nervous days. The S&P 500 is up 110% since about this time in 2009. The Nasdaq Composite has reached a level it hasn’t seen since 2000, not the top of the dot-com bubble but the time when prices were still deflating. And the market may keep rising for now.

Two things bother me a bit about the Facebook IPO:

Valuation. The prices being bantered about seem a little unhinged from reality. Andrew Bary’s commentary this weekend in Barron’s is interesting:

The best businesses can be poor investments, if you pay the wrong price. That’s worth considering as Facebook readies the most closely watched initial public offering in years—a deal that could value the seven-year-old company at $100 billion. …

Assume Facebook comes public at around $40, a slight premium to its private-market price. That would value the company at $92 billion, based on 2.3 billion shares outstanding. At $40, Facebook would trade for 93 times trailing earnings and 25 times 2011 revenue of $3.7 billion. … If Facebook’s profit doubles in 2012, topping the 65% gain in 2011, it would earn 86 cents and trade for nearly 50 times earnings.

The FB offering brings back “eyeballs” as a major performance metric – in this case, Facebook’s 845 million users and the assumption that there simply must be ways to make lots and lots of money off of all those eyeballs.

Exuberance. That gee-whiz enthusiasm, built on a rising market and a technology so popular grandmas are using it to follow the kids’ activities online, is just a little scary. The New York Times‘ Jeff Sommer commented this weekend:

THE financial system may not be in great shape, but why dwell on it? Stocks are rising and I.P.O. euphoria is in the air. … Greed in the market is rising, and for some seasoned investors, there is an uneasy sense they’ve read this script before.

“It’s like we’re finally emerging from nuclear winter for I.P.O.’s but we’ve forgotten our history,” said Harold Bradley, chief investment officer for the Kauffman Foundation and a former executive with the American Century mutual funds. “If we don’t start paying attention, we’ll be making the same stupid mistakes all over again.”

If the stock market teaches anything, it is to keep historical perspective, watch the broader context of the economy and markets, and not bet too much on an upward-sloping line you can draw through the past couple of years’ performance.

Good news for investors is that Facebook’s S-1 filing reports five years of rapidly rising revenues and three years of real earnings, also fast-growing. So this isn’t an “idea on a cocktail napkin” IPO from 1999. But neither is it J&J or Procter & Gamble.

If I were the IRO for Facebook, I would be emphasizing three messages to investors:

  1. Revenue and earnings. We have ‘em, and here’s why they are sustainable. Investors should understand the varied revenue streams and their profitability. The IR story is about financial returns, not the social mission.
  2. Value for customers. Not the 845 million – users are essential but aren’t the ones who pay Facebook. The business is selling access to FB’s users to advertisers, application developers and the like. How much value does Facebook deliver to these customers – now and over the next few years?
  3. Durability. Investors must be concerned about what happens if Facebook’s “cool factor” wears off and users start taking photos and events and friends to newer, cooler platforms. Facebook needs to communicate its strategies for sustaining the dominant position in social media.

A friend tells me his worst investment decision ever was Apple: He bought AAPL at $15 a share and sold when it hit $35 – and he’s been kicking himself all the way up to $450. I must admit my investing instincts run in that same vein. Apple is a great example of “cool” staying cool – for consumers and shareholders. So Facebook may soar in its IPO – and continue to fly in the years to come.

What are your thoughts on the Facebook IPO?

© 2012 Johnson Strategic Communications Inc.

All I wanna know is, how much?

December 20, 2011

Private companies contemplating an IPO – and small caps debating whether it’s worth it to stay public – sometimes tally up the costs of complying with Sarbanes-Oxley, filing SEC reports, releasing earnings and so on.

Now Ernst & Young has gathered data from 26 companies that did IPOs in the past two years to come up with an answer. As reported in “The True Cost of Going Public” in CFO magazine’s December 2011 issue:

Operating as a public company adds about $2.5 million, on average, to a company’s cost structure, with $1.5 million of that devoted to higher compensation for CEOs, CFOs, and others in the finance function, such as investor-relations professionals, according to the survey. That figure also covers increased board costs, as more than 80% of companies had either added new members to their boards or increased director compensation prior to their IPO.

The accounting firm said companies spent an average of $13 million on advisers to help with the IPO – plus $1 million a year in various other fees for advisers. Where does all this advice come from?

Most companies retained at least 11 third-party advisers in connection with the IPO, the survey found, including, universally, investment bankers, attorneys, and auditors. About 70% of companies hired an investor-relations firm, while 40% hired a road-show consultant.

The benefits of being public vary – among them access to capital, liquidity for founders or venture capitalists, reduced cost of capital, currency for acquisitions, higher visibility and stock-based compensation. All figure in the reasons companies cite for going public and staying that way. Ultimately, each firm and its own shareholders must decide whether the benefits do outweigh the costs.

What do you think: Is being public worth it?

© 2011 Johnson Strategic Communications Inc.

Shareholders & ‘the ADD society’

October 14, 2011

Andrew Ross Sorkin, the New York Times M&A columnist, CNBC “Squawk Box” co-host and author of Too Big to Fail, says we’re kidding ourselves when we say we want corporate leaders to think long-term. The problem, he says, is all of us.

“We are the ultimate ADD society,” Sorkin said today in a speech to the Association for Corporate Growth Kansas City chapter. Patience is nowhere to be found, and that goes for the stock market and demands it places on managements, he said:

We keep saying we want more shareholder democracy because we want executives to think long-term. The problem is not that the people in power are short-termists, it’s that we are short-term thinkers.

As Exhibit A, Sorkin cited the statistic that the average shareholder holds onto a stock for only 2.8 months. Less than one quarter. Of course, high-frequency automated trading turns stocks over in milliseconds, and multiple times every day. But even individual investors can be fast-moving and fickle:

I would love to find a way to get our country back to being an investing society, not a trading society.

Sorkin acknowledged there’s no sign of that happening anytime soon. (Coverage of the rest of what Sorkin had to say is here or here.)

The investor relations person in search of a patient investor, in this environment, is something like a mythical but tragic hero. Solutions, anyone?

© 2011 Johnson Strategic Communications Inc.

Investors, this is your day!

September 13, 2011

If you’re not already doing an “analyst day” every year or two, maybe you should be. That’s my takeaway from “NIRI Survey Reveals Current Analyst/Investor Day Practices” - a benchmarking study released Monday by NIRI.

Key finding: 71% of the 431 investor relations professionals responding to NIRI’s survey hold a periodic analyst/investor day. It’s a chance to show off management and tell the company’s story in-depth. After all, you’re locking investors in a room for a half day or full day, so this is “quality time.”

Of course, the larger a company is, the more likely it is to host a regular analyst day. But even among small caps ($250 million-$2 billion), 63% offer a “day.”

Some 70% hold their analyst days in New York or another major investment center, while 40% invite investors in to meetings at a corporate facility, NIRI found.

A few thoughts based on analyst days I’ve been involved with:

  • The CEO and CFO play host and give the strategic overview, but having a half day or more is a great opportunity to demonstrate management’s bench strength by bringing division heads, R&D leaders or operating executives forward for investors to meet them in a fairly controlled environment.
  • It’s also a chance to put on display the chemistry of the management team – showing investors how the top execs relate to each other. Not a bad idea to do this some months after a big merger, to present a unified, compatible team.
  • How often you hold an analyst day is up to you. How fast is the story evolving? If there’s progress every year, annual is great. If this year looks a lot like last, maybe not. (NIRI found 49% of companies who hold “days” do so annually, 35% less often, 12% on an ad hoc basis, 3% more than once a year.)
  • The name “analyst day” doesn’t quite capture the fact that institutional investors are the primary audience. Sure, the sell side attends – but real shareholders and potential investors are the main point of the effort.
  • I personally like the on-site analyst day, giving investors a feeling of seeing the business and kicking the tires, even though they’re carefully shepherded on any tours of the plant or laboratories. But a lot depends on your location. Call up a few analysts or investors and get their input before scheduling your day.
  • Schedule enough breaks to let investors check email, used the phone and visit the restroom. It’s hard to limit your speakers – but, hey, give people a break.

What’s your experience with analyst days? Love ‘em? Hate ‘em? Any tips?

© 2011 Johnson Strategic Communications Inc.

Afterthoughts on Buffett & IR

March 15, 2011

National Investor Relations Institute President and CEO Jeff Morgan follows up on Warren Buffett’s public comments about communicating with investors (see “Buffett takes a poke at IR”) today in NIRI’s IR Weekly e-newsletter.

The Berkshire Hathaway CEO, you may recall, told CNBC in a recent interview that as an investor he doesn’t need to be “schmoozed.” And he’s sympathetic with CEOs who don’t like meeting with analysts or investors. Buffett does his annual letter to shareholders (which I’ve often noted is enlightening and entertaining), and he and Charlie Munger answer questions for hours at their annual meeting.

Beyond that? Contrary to what IR people advise, as Buffett describes it, “I don’t think it’s important to schmooze investors.” In his 2010 shareholder letter, he boasts that top managers enjoy working for Berkshire in part because they’re “not subjected to … Wall Street harassment” – that is, meeting with investors or analysts.

Morgan provides an update from an executive in the Berkshire family – one who works with IR people - elaborating on Buffett’s philosophy. From the IR Weekly:

While his comments may have surprised you, Mr. Buffett considers the IR function to be very important, indicates Cathy Baron Tamraz, Chairman and CEO of Business Wire (a Berkshire Hathaway company), so much so that Buffett is Berkshire Hathaway’s primary IR contact. Cathy told me that Mr. Buffett’s core principles are that all investors (no matter the size) be treated the same, and they should all have the same access to information and the C-Suite. Mr. Buffett is in the unique position to do this largely through his candid and thorough annual report and the time he spends on Q&A at his annual meeting.

OK … I’m cool with the egalitarian ideal. In theory at least, the retail owner of 100 shares (or maybe one share, in Berkshire’s case) is as important as an institutional holder of 100,000. But Buffett tells CNBC the annual meeting and report are really his answer to IR. “I spend no time, for example, with any specific analyst,” he says.

That still seems odd to me. Or perhaps exceptional is the word. If your CEO is a legend in the investing world, then your company is exceptional – and Buffett’s IR approach may work fine. But I don’t think most companies have the cachet of Berkshire Hathaway. And so most of us, in my opinion, ought to talk to investors or analysts when they call, go out to tell our story, and maybe even “schmooze.”

I really have no quibble with Buffett (not that the opinion of a flea would matter to a giant, anyway). My concern is that CEOs and CFOs of companies across America should not take Buffett’s dismissal of standard practice in investor relations as the standard for all companies. Small and medium cap firms, especially, will hurt themselves if they shun contacts with investors.

Speaking of philosophy, consider this comment by Benjamin Graham, the father of value investing, to whom Buffett gives much credit for his own investing acumen. Graham and David Dodd wrote in their seminal work Security Analysis (1934):

Published information may often be supplemented to an important extent by private inquiry of or by interview with the management. There is no reason why stockholders should not ask for information on specific points, and in many cases part at least of the data asked for will be furnished. It must never be forgotten that a stockholder is an owner of the business and an employer of its officers. He is entitled not only to ask legitimate questions but also to have them answered, unless there is some persuasive reason to the contrary.

I know disclosure has changed since Graham – we have all these laws like the ’33 and ’34 Acts, Sarbanes Oxley and Reg FD – but I still like his reminder of who the owners are. And if it means employing an IRO or two to talk to investors, so be it.

What’s your opinion? Interesting comments on the prior post – feel free to weigh in.

© 2011 Johnson Strategic Communications Inc.

Buffett takes a poke at IR

March 9, 2011

Some folks in the investor relations community are bothered – even angered – by Warren Buffett’s recent verbal jabs at IR people and the profession as a whole.

March 15 Update: a few additional thoughts here.

Maybe I’m thick-skinned. I don’t think we need to feel threatened by what the CEO of Berkshire Hathaway says about IR. Nor should we see the Oracle of Omaha as some sort of, well, oracle. He’s one CEO. We must look closely at our companies and CEOs, challenge conventional thinking, and decide what makes sense in IR.

In a wide-ranging CNBC “Squawk Box” interview on March 2, Buffett is asked by Carl Quintanilla about a comment in his 2010 annual shareholder letter that “At Berkshire, managers can focus on running their businesses: They are not subjected to meetings at headquarters nor financing worries nor Wall Street harassment.”

And Buffett replies at some length to CNBC:

Well … I would say that in talking to managers of publicly traded companies, I find — I would say that the great majority of them do not particularly enjoy the interaction with Wall Street. I mean, they do not like the quarterly conference calls and everything. That’s not to say they shouldn’t do it, but I’m just saying that is a part of their job that if they didn’t have it, they would be happier in life. They do not like spending, you know, 15 or 20 percent of the time —

I spend no time, for example, with any specific analyst. We spend all the weekend of the annual meeting, you know, we’re there to answer questions for hours and hours and hours, and I try to answer all questions that I think are important than I can think of in the annual report. But I have never sat down — I never sit down with a big investor. They write and say, you know, `We own $500 million worth of stock, you have to sit down with us.’ And I say, listen, I’m not going to sit down with you … as far as I’m concerned, one share of me owned by some … woman in my neighborhood is just as important as yours.

… But most managements kowtow to large investors. In fact, they call me — some of the things we own, they call me and they want to come from thousands of miles away to talk to me. And I say listen, if I need to talk to you, I shouldn’t own your stock. I mean, I don’t — I don’t need to be schmoozed, you know? I mean — and the investor relations guys hate that because their job is dependent on, you know, making the boss feel it’s very important to go around and stroke these big investors. But I’m not looking for that. And I would say that most managements don’t enjoy it, and … they do spend a significant part of time when I would rather have them out there figuring out ways to cut costs or sell more goods or whatever it may be. And our managers do not have to spend any time on that sort of thing.

Quintanilla asks if spending time with investors is “a function of being public, or having investor relations to deal with.” Buffett:

It’s a function of succumbing to what investor relations people and Wall Street generally tells you is important. I don’t think it’s important to schmooze investors. I think in the end you get a class of investors — what you want is people that understand you and your business and what you’re about.

… And the idea of trying to cultivate new people all the time, you know, there’s only so many seats in the church. And at Berkshire, in terms of the A stock, we have a million, 600 and some thousand seats. The only way a guy gets a seat is for somebody else to leave. I’d rather keep the person that’s there than to try and induce somebody else … go out a thousand miles on a trip and tell them, you know, things are wonderful and sort of dodge around the problems of the business. I’d much rather … keep the person that’s there already, have people that know and understand Berkshire, and not look for a revolving door constituency.

I won’t burden you with lengthy reactions, but I do have a few thoughts:

  • Data support the value of effective IR. For example, surveys of buy side investors say good IR boosts a company’s valuation up to 10%, while bad IR hurts as much as 25%. Increased sell side analyst coverage lowers the cost of capital. And issuing news more often benefits liquidity for shareholders.
  • It seems arrogant for Buffett, in his annual report, to describe management meetings with investors as “Wall Street harassment.” I’m uncomfortable with the way he views the basic activity of communicating directly with shareowners.
  • Buffett dismisses IR as “schmoozing,” telling investors “things are wonderful” and dodging difficult issues. More often, I see investor meetings as management being willing to face tough questions. And I’ve talked with many investors who say watching the CEO or CFO answer and getting a sense of confidence (or doubt) is a key discipline in making investment decisions.
  • Road shows can wear on a CEO. I know I’ve sat in limos after long days of meetings and heard CEOs complain that they could be back running the business, doing what they value and enjoy. Part of the strategy for an IRO is to structure productive meetings, even enjoyable activities, for our executives – and to spread the time commitment around if possible.

Of course, Buffett is so widely revered – as an investor and CEO, mostly the former – that he’s earned the right to do it his way. I would argue he really does practice IR: There he is on CNBC, his witty shareholder letters are a brand of their own, he speaks out regularly to support his holdings’ interests, his annual meetings are a capitalist Woodstock. Berkshire Hathaway is part public company, part mutual fund and part personality cult.

I admire Buffett in many ways, including his IR messaging, but we are not him.

Most of us work for companies operating in a more earthly realm. We need to tell our stories if we want investors to know us at all – or understand us. We need investors to see our top managers and have confidence in their ability. And we need to build relationships – with current shareholders, those who might invest in the future, and even the sell-side analysts who advise their own sets of clients.

What’s your feeling about Buffett and IR?

© 2011 Johnson Strategic Communications Inc.

‘The new normal’ for IR

September 20, 2010

Chatting with colleagues last week, someone tossed out the phrase “the new normal.” And a co-worker shot back: “What is the new normal, anyway?”

Ever so conveniently, then, on Thursday and Friday I attended the client conference of DeMarche Associates, a Kansas City-based investment consultant. The theme: “The New Normal and How It Affects Investment Strategy.” DeMarche’s audience of pension fund managers and other institutional investors came seeking to divine the outlook for their portfolios – and to get ideas on long-term investing strategies.

But the concept has important implications for investor relations people, too.

What is the new normal, anyway?

The “new normal” is a buzzword current in business and economic discussions. It embraces the outlook that things are not going to get better, at least not much better, for some time. Maybe three, five, eight years. We’ll all come to realize, the narrative goes, that a difficult economic environment has become normal. And if a rapid recovery isn’t going to appear and solve our problems, we need to adapt to hard times and learn to live with lower expectations.

Not everyone believes in the new normal. Pundits seem split 50-50 between those who see a recovery launching us skyward into the upside of a U-shaped cycle and those who see us slogging across the bottom of a flatter, more prolonged U. My intention isn’t to take either side – just to beware of the implications.

DeMarche is in the “new normal” camp. While bullish market gurus pointed the audience to positive signs, DeMarche consultants outlined six “supercycles” since 1890: periods of 15 to 30 years when the market trended strongly up - or down.

Data indicate we’re now in a negative or neutral supercycle that began in 2000, after that lovely 1980 to 2000 period when the Dow soared 1,400%, DeMarche says. The past 10 years have treated long-term equity investors roughly: two bear markets, two bull markets, a lot of pain, volatility and – overall – no gain.

Welcome to the new normal. DeMarche expects this malaise for the stock market and other investments to continue for the next 3 to 5 years. DeMarche analysts list five trends as defining the new normal:

  • Slow economic growth - a weak recovery with GDP rising 1% to 3% a year, lacking the oomph to support robust sales and earnings growth
  • Consumer angst and frugality - consumers, who make up 70% of the economy, remaining cautious while struggling with debt and job fears
  • Declining corporate profit estimates - earnings tending to disappoint if market expectations are based on a strong recovery that doesn’t appear
  • Sideway grinding market for years - stocks trading up or down, not unlike the past decade, but without “a rising tide that lifts all boats”
  • Volatile bull and bear cycles - within a broader overall trend, markets still experiencing bull/bear cycles and recessions

Bob Marchesi, chairman & CEO of DeMarche, said the market today reflects an expectation of stronger recovery with no fear of a double-dip recession. Equity prices haven’t factored in a slow-growth scenario with a challenged consumer sector, he said. That leads him to expect a near-term correction, followed by lower average returns for equities over the next several years.

Why should IR care? What should we do?

Taking DeMarche’s prognostications for institutional investors and viewing the implications from a corporate perspective, here’s a new normal primer for IR. (Blame me for these ideas, not DeMarche, as they weren’t discussing IR.)

  • “Buy and hold” will be less common as an investment strategy. IR has to get used to it. Speaking to an audience of mostly pension fund managers, with very long investment horizons of the kind IR people love, DeMarche is recommending “dynamic” strategies and “tactical asset allocation.” Instead of buying a stock forever, investors may shift money in and out of asset classes based on valuation and changing investment characteristics. IR needs to think tactically, as well, adjusting to changing investor outlooks.
  • Hedge funds won’t be fading from the investment scene – probably the opposite. As institutions look to protect assets and wring some return out of up or down markets, DeMarche has dropped the “Alternative investments” label on hedge funds and the like. Institutions may de-emphasize the stigma and allocate more money to managers with nimble market strategies. Hedge funds come in all shapes and sizes, but we shouldn’t exclude them from IR.
  • Expect drama, up and down. In the 1930s, the US experienced three bear markets – and three of the best years of the stock market. In a negative or neutral supercycle, DeMarch says, equities may be “churning sideways” for a few years but it may feel like a rough roller coaster. When the market goes up (2009-10?) we shouldn’t break out the champagne and sing “Let the good times roll.” The new normal calls for a restrained tone in IR.
  • Consumers may not drive economic expansion of the kind we saw in the post-World War II era. The aging of Baby Boomers, pullback in spending and slowing of population growth will be a demographic drag on the economy for the next 20 years or so, DeMarche believes. One question for IR: What do demographics say about your products and markets?
  • No one has a crystal ball – so IR should communicate both the risks and our strategies for thriving in up or down times. If GDP grows 4%, revenue and earnings may boom … but what if GDP grows 1%? What if the economy goes negative and we get that double-dip?  While DeMarche’s prediction of disappointing earnings focuses on the S&P 500 as an aggregate, it’s a cautionary note for IR at individual companies.
  • Political winds are blowing in a direction more favorable to business – for the moment. But public opinion shifts rapidly. Even a “pro-business” outcome in this fall’s Congressional elections would leave a government facing high debt, on the prowl for tax revenues, and prone to regulatory solutions. The financial consequences may not seem like a tea party.

There’s a somber set of thoughts. I hope we’re not in the new normal – but we all need to prepare for that possibility in communicating with the capital markets.

What’s your view?

© 2010 Johnson Strategic Communications Inc.

Hotties of investor relations

July 23, 2010

OK, this is not my usual earnest, well-reasoned post. Just so you’re forewarned: Here’s a bit of summer fluff. And this may be in bad taste, or even sexist.

Sex appeal isn’t an aspect of investor relations I ever considered, well, an aspect of investor relations. I’ve always thought of IR professionals as a cross between accountants and sales people – perhaps smooth talking but not all that sexy. I’ve met a few attractive IROs, but most of us are “interesting,” with nice personalities.

So imagine my shock – shock! – when I was scanning Dealbreaker, the gossipy tabloid-style Wall Street blog, and saw a headline that begins “Here Are Some Current IR Girls …” (I told you this could get sexist.)

What could I do? I had to click through, and it turns out New York Magazine has been all over this story – identifying the “hotties” of investor relations with a focus on the world of hedge funds. The young women, mostly shown in party pics, are in fact doing IR or business development or sales for asset management firms.

Now, for the other side of the story, it turns out New York also published a feature on male hotties of Wall Street – though the men pictured in expensive Tribeca apartments seem to include many whose titles indicate they actually manage assets, rather than just trying to catch the eye of people with bazillions to invest.

Well, there it is: Sex appeal and investor relations. Who would have guessed it?

(Please don’t cancel your subscription. This is as racy as IR Café will get.)

Hope you’re taking time out to have a little fun this summer!

© 2010 Johnson Strategic Communications Inc.

Sell side: regionals on the rise

July 9, 2010

Institutional investors are relying a bit more for equity research on mid-sized firms, regional brokers and industry-sector specialists as the bulge-bracket investment banks continue to reel from the effects of the financial crisis, Greenwich Associates reports in its 2010 U.S. Equity Analysts Study. Investor relations people reaching out to analysts might consider the changing sell side mix in targeting sell side firms.

In its survey of 1,007 buy side professionals, Greenwich tabulated “research votes” based on the sources of equity research used, weighted by commission dollars paid out by the institutional investors. So this is more than a popularity contest – it’s a look at who the buy side is paying for equity research.

To be sure, large investment banks still speak with the loudest voice, winning 64.1% of the buy side “research votes” in early 2010. But that’s down from 73.1% in 2008. Regional and more specialized i-banks gained share, from 23.9% two years ago to 32.4%. Independent research firms also gained, from 2.7% to 3.4%, but they remain a drop in the overall research bucket.

Integrity Research Associates notes that the financial crisis has contributed to an exodus of analysts from Wall Street, as some research stars have left troubled big brokerage houses to join regional or boutique firms or set up their own shops.

Greenwich says the bulge-bracket firms saw a pronounced drop in their share of research dollars in 2008, when giants like Lehman Brothers and Bear Stearns disappeared. But the shift continues into 2010.

What shape Wall Street research will take in the future is an open question, but the big i-banks may regain share of voice (and commissions) as the financial crisis continues to ease. “I think the worst is over from the bulge-bracket perspective,” Greenwich MD Jay Bennett tells Pensions & Investments.

IROs tend to seek out analyst coverage where they can get it. Large cap companies or hot stocks almost fight an excess of sell side interest, while small cap IROs work hard to cultivate regional brokers, industry boutiques and independent researchers.

But watching the changing landscape of the sell side – and particularly the shifts in institutional investors’ use of that research – may help IROs allocate their time.

© 2010 Johnson Strategic Communications Inc.

Before doing that IPO …

June 30, 2010

Think twice – maybe you should even take a third, fourth or fifth look – before going public, Erik Birkerts advises private-company owners in a piece called ”Hey, Where’s My Gulfstream?!” in the July 2010 issue of Mergers & Acquisitions.

Birkerts, a veteran of venture-backed companies that did IPOs in 1999 and 2007, now is a partner in Evergreen Growth Advisors, which consults on growth strategies. His reflections on the process offer some useful insights for investor relations professionals and senior management – before or after an IPO.

“The initial public offering of stock – the IPO – holds a mythical place in American business,” Birkert observes. “Employees consider the IPO to be synonymous with windfall riches. Company founders envision the IPO as the ultimate validation of their genius after years toiling on their ideas. Venture capitalists finally look forward to full nights of sleep with the anticipated returns from the IPO ‘exit’ juicing their portfolio. The siren call of the IPO for company lawyers, bankers and accountants is so loud and obvious that no further comment is needed.”

With the IPO market showing some signs of reviving in the first half of 2010, it may be prudent for management teams to – well, look twice before leaping. The M&A journal (which may have a bias as implied in the publication’s name) is available only to members of the Association for Corporate Growth, a private equity and deal-oriented group, so I’ll summarize the steps Birkert advises:

  • Carefully dissect arguments for why the company should go public
  • Have a specific plan for using the capital & communicate it early and often!
  • Challenge your thinking with independent, objective outside advisers
  • Operate from your worst-case financial scenario
  • Select your investment bankers wisely

Birkert notes that management may think of “many terrific reasons to go public,” but “there are as many or more reasons why going public should be feared.” IROs and IR counselors already know these reasons – distractions for management, Sarbanes Oxley burdens, expenses of legal, auditing, IR and other costs, etc., etc.

I particularly appreciate two pieces of Birkert’s advice aimed at not disappointing investors who buy in the initial offering:

  • Communicating your plans for use of the capital. “Although public filings may have generic language, it is best to be explicit during the road show so that the Street accounts for this spending [of the money raised].” If capital goes toward expenses, the early earnings as a public company may disappoint, he says. Worse yet, if management doesn’t have a clear plan, there will be pressure to do something, which sometimes leads to an ill-considered acquisition as a strategic but risky deployment of that capital.
  • Using a worst-case financial secenario. “The temptation is to make the financial forecasts sparkle so as to make the road show pitch compelling to potential investors. … However, if there is one time that Murphy’s Law can be counted on it is during the first year of being a public company. … Be conservative with financial forecasts. Set yourself up to succeed – not to fail.” Leaving a little money on the table during the IPO is better than setting yourself up for a bruising stock-market experience – and litigation.

Not trying to be negative here. I love public companies and the whole relationship with capital markets. But Birkert’s cautionary words echo the sentiments of many small cap IR people – and CEOs and CFOs – who are public but look longingly at privately held peer companies whose “exits” or “liquidity events” kept them private.

© 2010 Johnson Strategic Communications Inc.


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