Posts Tagged ‘IPOs’

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.

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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.

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IPO in the midst of Japan’s earthquake

March 11, 2011

Our prayers go out for the Japanese people after the massive quake and tsunami.

From the Wall Street Journal page live-blogging the quake comes one small vignette that may amaze investor relations colleagues: Calbee, a snack food maker that is 20% owned by PepsiCo, had its IPO today on the Tokyo Stock Exchange.

The WSJ blog reports:

Calbee’s shares did well, outperforming the market. But for [Akira] Matsumoto [chairman and CEO of Calbee], the day got a lot more memorable after the exchange closed. That’s because he went ahead with a news conference, in front of about 50 reporters, after the closing bell—even as aftershocks following the big earthquake, just 15 minutes or so, continued to rattle the exchange. The conference was held in the bourse building, which shook badly in part because of its quake-absorbing structure.

Even as bourse staff warned colleagues, “Please wear a helmet!” or “Keep your head under the table!,” the press conference kept going. Mr. Matsumoto soldiered right on, stopping briefly only when warnings over the P.A. system temporarily drowned him out.

And he stayed on-message. “I feel very grateful for the price (rise),” he said, after discussing corporate strategy rather than earthquakes.

Wow is all I can say. Congratulations to Calbee for getting the IPO done. But more importantly, we offer our heartfelt sympathy and best wishes to all who are grieving or struggling with the aftermath of this catastrophic natural event.

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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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Inside the Google IPO

May 4, 2010

Eric Schmidt, chairman and CEO of Google, tells a good story in the May 2010 issue of Harvard Business Review – taking us behind the curtain of the initial public offering for the cyber-giant that is everywhere in our lives.

Investor relations practitioners will enjoy this tale (“How I Did It: Google’s CEO on the Enduring Lessons of a Quirky IPO” – available free on the HBR site).

Schmidt dwells on the Google culture that was determined to be different. This IPO was different … from the decision to do a modified Dutch auction offering … to an unusual letter from the founders in the registration statement (“An Owner’s Manual” for Google’s Shareholders) … to the Playboy interview during the quiet period, which Google added to its S-1 to cure the selective disclosure issue … and – especially – those values Google holds dear (“Don’t be evil” and the like). See the registration statement here. You don’t have to buy it all to appreciate the story.

Somehow it worked out, despite a so-so market in Summer 2004. Schmidt recalls:

We flew overnight to New York to watch our shares start trading on the Nasdaq on Thursday, August 19. We showed up in the morning, bleary-eyed. That day the Wall Street Journal had run a front-page piece with the headline “How Miscalculation and Hubris Hobbled Celebrated Google IPO,” and CNBC commentators were talking us down all morning. I remember thinking as we headed down to the Nasdaq trading floor, We’re screwed.

Just before the trading started, there was a countdown on the floor: 5-4-3-2-1. We watched the first trade, but it wasn’t at $85 [the agreed pricing with the investment bankers]—it was at $100, an 18% increase over our IPO price. … The volume was huge.

All day long the stock price never went down. It closed at $100.30.

We were now public. Thrilled and exhausted, we flew home to California.

The investor communications effort back in ’04 was unconventional, and Wall Street naysayers said GOOG wasn’t going to make it out of the IPO starting blocks.

But Google raised $1.67 billion on that August day, selling a minority of its shares and establishing a market capitalization of $23 billion. Today, the market value is $161 billion. It’s been a pretty good ride for the Googlers, wouldn’t you say?

© 2010 Johnson Strategic Communications Inc.

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R.I.P. Equities?

January 6, 2010

“The equity party is over.”

If this were the lead on a story in Time or Newsweek, it might be a contrarian signal that stocks are heading for a prolonged bull market. But “The Equity Culture Loses Its Bloom” is in the December ’09/January ’10 issue of Institutional Investor.

In a somber but interesting long-term look at the markets, II lays out demographic, psychological and legal reasons for a cooling of the passion for equities that investors felt from the ’80s through the ’00s (with occasional nasty setbacks).

Pundits no less than Jeremy Siegel and Roger Ibbotson weigh in on how aging baby boomers, bruised by two bear markets in 10 years, are fleeing from stocks. On the upswing: funds that invest in bonds, infrastructure and hard assets that produce income, seen as more retirement-friendly.

A few images from the article’s crystal ball:

  • About 68 million Americans reach retirement age in the next 10 years will favor investments less prone to “wild fluctuations” than equities.
  • Pension funds are shifting toward bonds, driven by a 2006 law.
  • A Grant Thornton study shows the number of public companies in the US dropped 38% in the past 11 years.
  • Waning interest in equities will discourage new IPOs, and investment banks will put more emphasis on debt underwriting.
  • “Banks’ equity research departments can expect to feel a pinch,” including continued cutbacks in analyst coverage.
  • Smaller companies will find going public, or staying public, more difficult.
  • Private equity firms will continue to struggle to find profitable “exits.”

Of course, the obituary of equity markets has been written before – and II emphasizes it is talking about a loss of vitality, not the death of stocks. We should never bet too much on taking recent datapoints and drawing a line through them.

And then there are those who see the trend through a contrarian prism. Clifford Asness, head of AQR Capital Management, talks about the long-term decline of IPOs and shift in investor preferences toward bonds. But then he adds:

The decline of the equity culture means, all else equal, it’s time to invest in equities.

So there. What’s your thought on it?

© 2010 Johnson Strategic Communications Inc.

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IPOs – not coming back?

September 9, 2009

The market for initial public offerings is drier than a creek bed in Death Valley, but don’t wait around for spring rains to make IPOs start flowing again, two Grant Thornton advisors say in “The Slow Degradation of the IPO Market” in the September 2009 issue of Mergers & Acquisitions.

David Weild and Edward Kim of Grant Thornton write:

Recent signs of life in the IPO market have led some to believe that the worst is behind us and that we’re about to enjoy another bountiful period of IPOs. Don’t be fooled.

While conventional wisdom may say that we are merely experiencing a cyclical downturn in the IPO market, exacerbated by the credit crisis, we assert that the reality is much darker. In fact, we believe that, given its current structure, the market for underwritten IPOs is closed to most of the companies that need it.

Sorry to pass along this gloomy picture, but it’s useful for investor relations practitioners to have a perspective on the overall landscape of our profession.

Weild and Kim say the decline in IPOs arises from long-term causes in the US stock market and regulatory system, not the bear market or recession of 2007-09.

Among the structural factors are regulatory and legislative changes that contributed to a weaker sell side: repeal of Glass Steagall, which coincided with large firms swallowing up i-banks that used to focus on venture-backed IPOs; Regulation FD, which democratized information for investors but reduced the value of sell side research; legal restrictions on conflicts of interest between research and investment banking, which may be good but took more of the reward out of sell side research; a crackdown on use of one-eighth point spreads, which had given market makers an incentive to generate volume in small cap names; and decimalization, which cut spreads in most stocks to $0.01 and further hurt market making.

All this adds up to a structural and legal landscape that doesn’t favor IPOs, especially smaller companies that might want to emerge into the public markets. The market’s big second-quarter bounce brought only four venture-backed IPOs, and the authors don’t expect great things even if the stock market recovers further.

The guys from Grant Thornton do offer up a “solution” – creating a new capital market where stocks might trade in 10 or 20-cent increments, brokerage houses could earn improved commissions, and i-banks might stage a comeback. They propose allowing companies to opt-in for this “Back to the Future” marketplace.

Given the devastating impact of the recent bear market “scandals” on any kind of financial innovation, I wouldn’t wait around for this idea to gain political traction. Instead, I hope the pessimists are wrong and IPOs do recover. Access to capital markets through IPOs has been an important factor in US technological and economic progress, not to mention the growth of industries like tech and biotech.

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A dry summer ahead for funding?

April 8, 2009

The financial crisis and depressed market are a life-threatening drought for many biotech companies, according to an April e-newsletter from the Biotechnology Industry Organization. Says BIO:

There may be no summer lovin’ for biotechs. By most accounts, investors will remain tight-fisted with their cash for some time, opening up their wallets for only the most promising investments.

Writer Eric Wahlgren cites Burrill & Company estimates that more than a third of 344 public biotechs were down to less than six months cash on hand at the end of the first quarter.

Despite the gloom, there’s still investment money out there, but companies will have to work harder to get it, experts say. The key to being successful at raising money in the current environment will be to think creatively, remain flexible, and start talking to potential investors well before there is an urgent need for cash.

In the BIO piece, industry players suggest biotechs may have to tap existing venture capital investors for inside-led rounds, consider venture debt, outlicense more compounds for the cash, set up special financing structures and the like.

One example of creative dealmaking is Exelixis, BIO says:

The advice for companies looking for cash, [Exelixis CFO Frank] Karbe says, is that they should always be having lots of discussions with all types of investors, including bankers, venture capitalists, specialty funds, and other biotech and pharma companies.

Thinking creatively and working harder, by the way, may mean experiencing more than the usual pain in fundraising and valuation – for example, selling the company when you’d rather just raise cash.

The advice to biotechs – work hard, stay flexible, be creative – probably applies to investor relations teams in many industries. Money doesn’t seem likely to rain down on anyone in 2009.

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IPO? Maybe next year, or … or …

October 16, 2008

Initial public offerings, of course, aren’t exactly catching fire in 2008. Nearly twice as many IPOs have been withdrawn or postponed year-to-date (80) as have been completed (just 43 globally), according to Renaissance Capital‘s IPO Home research through October 15. The lucky companies sold shares in January or February. Around the Ides of March, things got ugly with the demise of Bear Stearns – and they haven’t improved.

Not only is the number of IPOs down 77% from a year earlier, the dollar volume is off, too. IPO Home estimates $27.8 billion worth of IPOs have priced so far in 2008, less than half the 2007 total. And close to two-thirds of the $27.8 this year came from one giant offering: Visa, back in March. Only one IPO other than Visa topped a billion dollars, and the median of the 43 offerings listed by IPO Home was $157 million.

There’s always next year. Or, if the last IPO drought is an indication, maybe 2011. Quality deals may still make it, but simplicity and a well-defined risk profile will be cornerstones of IPO stories for awhile.

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