Sure, it’s still a lousy time to go public.
But history says it won’t last forever. Inevitably investors will embrace common shares of small, fledgling companies.
In the meantime, CFOs can utilize the current “lull period” to prepare for the day when IPOs can safely return to the market, says Hoover’s CFO, Lynn Atchison.
Speaking recently at the CFO Best Practices Conference in Dallas, Atchison offers a sort of from-the-trenches advice on how companies can plan for an anticipated public offering, both mentally and physically, when they believe the environment is appealing again.
Certainly, these are humbling times for Hoover’s and Atchison. Hoover’s, which offers a database of business information, is sort of a hybrid of the typical Internet company that went public in the past few years. A big part of its strategy is built around its Hoovers.com website, but the company itself has been around for decades.
Back in July of 1999, Hoover’s went public, selling 3.25 million shares of stock at $14 per share. The stock closed at $21 on the first day, which proved to be its all-time high. It is now down around $2.25.
For the nine months ended December 31, revenues rose 85 percent to $23 million while its net loss totaled $15.5 million, up from $7.7 million.
Here are Atchison’s 10 tips for companies mulling a public offering.
1. Transaction Team:
This is one thing you can definitely start working on now even if you don’t plan on going public for several months from now. Taking a company through an IPO process requires the assistance of several key individuals, otherwise known as a transaction team, which include specialized professionals such as bankers, outside legal counsel, auditors, printers, and a stock transfer agent.
“You need to establish a relationship with this group in order to get the IPO process completed,” says Atchison. The best ways to go about choosing the transaction team are by “word of mouth,” or referrals, or even “by doing research on the Internet,” she notes. Just keep in mind that it could take up to six months just to find the right banker. “These are the people who will take you out,” says Atchison. You want to be selective and not rush in choosing your team.
2. Forecasting System:
“Working on the forecasting system is one of the key things that gets overlooked,” says Atchison. All of a sudden, every move you make is under the market’s eye.
Missing forecasted numbers can put a black cloud on a company’s reputation. An acceptable forecasting system, says Atchison, includes “both the mechanics and the actual software programs or spreadsheets, as well as the training of key business units and managers to be able to effectively forecast revenues and expenses.”
It doesn’t have to be complicated but it must be reliable. Once again, if your current forecasting system is not sufficient, now would be a prime time to bring it up to par.
3. Management Team:
Take a good hard look at your management profile. “It may not be a matter of identifying a weakness in terms of any individual. Rather, you might have a lack of a person necessary to carry out the IPO process altogether,” says Atchison. For instance, when “talking to Wall Street,” having some experienced investor relations professionals, as well as qualified P.R. people to relay your company’s story to analysts and investors, is essential, in addition to management on the corporate level.
4. Legal Resources:
Along with your management team, “having legal resources available to you internally” can come in very handy, saving money and time. “With all the new filing requirements and new SEC rules and regulations coming up more frequently than ever before, you don’t want to rely on outside counsel,” advises Atchison.
Either the people you need may not be available when you need them or, assuming the great extent to which legal professionals will be needed throughout and after the IPO process, your legal fees as well as your phone bills can reach astronomical levels.
5. Financial Reporting:
There are no ifs, ands or buts about it. Financial reporting is a must for every public company and it can not be done in a half-you-know-what manner.
You have your quarterly reports, your annual reports, your proxies, and your annual shareholder meetings. “You’ve never had to do any of that before,” says Atchison. There are a lot of decisions to be made here.
“You have to ask yourself what you want to accomplish and how you are going to do that… where, when, etc.” And as far as those shareholder meetings are concerned, “will they be web-cast or not? What kind of presentation will be given to disclose information?”
In addition, “how will you handle the crowd,” or lack thereof? For example, when Hoover’s prepared for their first shareholder meeting, they did so expecting a large turnout, considering that they sent over 8,000 notices but “only 75 showed up.” You still have to send notices to every shareholder and be prepared for any number of attendees. “Every company is different,” says Atchison. “One of the key differences between private and public companies is the level of accountability.
One of the greatest challenges, says Atchison, is learning how to feel comfortable with delegating your responsibilities when on the IPO road show. The company still must function normally without its chief management present.
“Relying on key lieutenants is extremely important,” says Atchison, “because the IPO process can be so long.” It took Hoover’s approximately six months to complete their IPO. Not to mention the fact that while on the road show, Atchison and Hoover’s CEO, Patrick J. Spain, did “50 presentations in 25 cities in two and a half weeks.”
7. Business Model:
The road show is the company’s big shot to strut their stuff. If your business model is not solid, says Atchison, it’s going to be a tough ride.
When meeting portfolio managers and investors, for example, you have to be able to justify reasons for them to invest in your company. This is done by noting the current market conditions (which hopefully will be better than they are now), showing how and where your company’s product or service fits into a particular industry in the market, and describing past, present and future anticipated successes.
One of the best ways to do this is is by presenting your company’s business model. “Tell them what you have in place to generate revenue,” says Atchison. For example, Hoover’s uses a “three-tiered” business model, whereby it generates revenue through online advertisements, charging subscriptions, and licensing agreements with companies such as Bloomberg or Reuters. Atchison says that when her company went public, its situation was “unique.”
She says, “We were an Internet company that charged for information… that was going against conventional wisdom at the time. It was a challenge in the marketplace because people thought we were flawed. But we stuck to our guns and did not succumb to the pressure. You can be successful if you have a strong business model that you believe in.”
8. The Power of a Name:
“Visibility is a double-edged sword,” warns Atchison.
On one hand, name recognition can help with recruiting more qualified employees as well as help your company to raise a lot of money in the public market, which can of course influence growth. But then again, it can also make a company more vulnerable to public scrutiny in the case of a missed forecast or stock decrease.
Once again, when you go public, you can be assured that the public and the market will not bite their tongue. How you handle the publicity is quite significant.
Companies can prepare for any kind of feed-back, positive or negative, by posing mock situations at management meetings, playing devil’s advocate among the key executives, and devising methods of approach if they, for one reason or another, get reproached by the public or the market. Atchison adds, “If you’re a private company and you just want to experiment, you can; if the quarter isn’t successful, you can just report it to the board and life goes on. However, there is just not as much room for public companies to make those mistakes.” The market, and the SEC, won’t allow it.
You can bet your bottom dollar that costs will skyrocket once you go public, says Atchison. Questions to ponder: “Do you have the ability to absorb added administrative costs or legal fees, for example? If you don’t, then perhaps you are not ready.”
In addition, take a good look at the market and where your company fits into the industry within it. (For example, now is probably not the best time to take a company public.) Also, “if your revenues are showing no signs of growth,” says Atchison, “you might want to think twice about your decision.”
10. Reality of Going Public:
The IPO is just a transaction, says Atchison. “A huge transaction — but just that.” Companies need to think about and plan ahead of time for all the factors involved in going public and then the issues or situations that can arise after. “Don’t just think about going public,” warns Atchison. “The real life begins after the IPO.”