IR 101 for Private Markets

CrowdWith the first quarter of 2016 the slowest period for initial public offerings since 2009, market watchers are wondering if the trend will continue in the year ahead. So, where might investors look for new opportunities? Try private markets, or specifically, companies utilizing crowdfunding as a financing method.

Starting May 16, the general public will have the opportunity to participate in the early capital raising activities of start-up and development-stage companies through crowdfunding. You can read all about it on the Securities and Exchange Commission’s website.

What isn’t discussed on the SEC’s site is how these companies will communicate effectively with their investors. Many of these companies are likely on tight operating budgets, and the idea of allocating funds toward investor relations is not exactly a priority.

However, now that the general public has the ability to participate in a stage of investing usually reserved for institutions, management teams need to ensure these new investors are communicated with regularly, as well as treated with the same dignity and respect as a Fortune 500 investor.

Following is a top-10 list of IR advice for companies going the crowdfunding route:

  1. Initiate some form of periodic communication with your investors, perhaps in the form of a quarterly update letter, podcast or even blog post.
  2. Select a representative from the company or an outside consultant to handle incoming inquiries from investors.
  3. Utilize presentations, fact sheets, video and social media to help investors understand the company.
  4. Consider hosting an investor call on a periodic basis to foster transparency and an open line of communication.
  5. Develop an investor relations page on your website to keep investors posted on recent news and the company’s progress.
  6. Consider hosting an annual meeting that investors will actually attend. The event could generate more support, as well as more funding for your company.
  7. Keep investors in the know about relevant industry news, so they, too, can become experts.
  8. Under promise and over deliver. Managing investors’ expectations is key, especially for early stage companies.
  9. Stay away from divulging too much information about your company’s future financial performance. Again, this harkens back to under promise over deliver.
  10. Treat investors as owners not strangers.

Bottom line: Professionally crafted communications form a foundation to attract and retain investors, regardless of an issuer’s size, but even more so for early stage companies, as they go to market for the first time and build their organizations.

– Evan Pondel, epondel@pondel.com

Recent News Snippets

newsprintI’ve seen a lot of interesting content over the last few weeks with implications for the investor relations community. So instead of penning new content, I’ve decided to summarize some of what I’ve read.

From ISS Corporate Solutions on non-GAAP metrics: “To date, most institutional investors seem to be comfortable with non-GAAP metrics.  According to the 2015-2016 annual ISS policy survey, only 11 percent of investors (and 1 percent of companies) responded that compensation metrics should only be based on GAAP measures.”  From Compliance Week: “Three-fourths of companies in the S&P 100 reported non-GAAP earnings in 2013, exceeding their reported GAAP earnings by an average of 12 percent points.”

From Canaccord Genuity on activism: “Shareholder activism and unsolicited activity, particularly larger transactions, remain elevated,” and “Activists have also become more sophisticated in identifying their platforms and running their campaigns – often generating significant positive attention from mainstream media.”  From Nasdaq: “Put yourself in the activists’ shoes and look at your company the way they would; assess your vulnerabilities as an activist would, communicate with and listen to shareholders; look for the manner in which questions are asked which may signal concerns that management should be effectively addressing; keep communications open and focused on how the company is managing both internal and external environments; provide regular updates to the Board; remain informed and plugged in with key industry members and peers; and actively monitor trading activity,” among others.

From Heartland Advisors on micro-caps: “In our view, micro-caps often have more in common with private equity investments than other publicly traded stocks.  For example, the biggest payoffs from micro-caps often occur upon the sale or merger of a holding.  Similar to private equity, they also require longer holding periods to fully reap the benefits of the asset class.”

From Sheppard Mullin on raising capital: “Although primarily a transportation bill, the FAST Act also made changes to the federal securities laws,” and “Overall, the FAST Act’s changes to the securities laws will help facilitate raising capital.”  The FAST Act (Fixing America’s Surface Transportation Act) shortens the period of time that an emerging growth company must wait before beginning its road show from 21 days to 15 days after publicly filing its registration statement, and allows emerging growth companies to omit certain financial information in registration statements on Form S-1, among others.

From Forbes on board responsibility: “Two years ago virtually no company had proxy access, now more than 200 companies give shareowners a voice during board elections,” and “Proponents who put in proxy proposals have informed me that there has been a shift in terms of activity in this proxy season.  At this time last year,  they were strategizing with other proponents as to how to maximize votes.  This year, they’re spending more time having rational, reasonable conversations with issuers about the technical details in regard to what type of proxy access the issuer will adopt.”

Have you read anything interesting lately? Please share with us in the comment section below.

– Laurie Berman, lberman@pondel.com

Watch What You Read

Photo credit: Getty

Shopper with Lord & Taylor bag. Photo credit: Getty

Perhaps it was trumped (pun intended) by bigger news, but the Federal Trade Commission recently announced its first-ever enforcement action involving a subject near and dear to the hearts of professionals in the investor and public relations business—the unfortunate, increasingly blurred lines between real and paid-for news.

The FTC action received almost no media coverage, which was too bad. The case involved retailer Lord & Taylor, which ultimately settled, over what appeared to be a legit story about the company’s clothes, published on the fashion website Nylon. But it was really an ad.

With print publications, such trickery is rarely an issue. We all have seen that smallish line saying, “Paid Advertisement.”  Online, however, that’s not often the case.

While there is nothing wrong with online advertising, readers should be made aware that the content is sponsored.

In a press release, Jessica Rich, director of the FTC’s Bureau of Consumer Protection, said, “Lord & Taylor needs to be straight with consumers in its online marketing campaigns. Consumers have the right to know when they’re looking at paid advertising.”

So shame on Lord & Taylor, and perhaps even a bigger shame on Nylon. The real message resulting from the enforcement action is: Readers, watch what you read these days, particularly online, because it is becoming more difficult to tell the difference between ads and articles.

– Roger Pondel, rpondel@pondel.com

 

The Public Relations of Lobbying

Influence is the common denominator between public relations and lobbying. One influences opinion, and the other, government.

While these disciplines sometimes work in tandem, they are separate and distinct. In New York, however, that may not be the case. The New York State Joint Commission on Public Ethics (JCOPE) earlier this year issued an advisory opinion that expands the definition of lobbying to include aspects of public relations.

The lobby of the House of Commons. Painting 1886 by Liborio Prosperi.

The lobby of the House of Commons. Painting 1886 by Liborio Prosperi.

Whoa nelly, says the Public Relations Society of America (PRSA), the nation’s largest and foremost membership organization for public relations and communication professionals, which blasted JCOPE in a statement, saying the opinion “will lead to more confusion as to what lobbying is, circumvention based on the ambiguous standards articulated, and less trust in government.”

While the current advisory opinion is being challenged in court, JCOPE’s new interpretation of the New York State Lobbying Act, ambiguous as it may be, says consultants engaged in “direct” or “grass roots” lobbying on behalf of a client must comply. Believe it or not, this includes traditional PR tactics, such as message development, drafting press releases and contacting media.

The definition of a lobbyist usually revolves around compensation. According to the National Conference of State Legislatures, there are more than 50 versions of lobbying laws in states and territories,  ranging from definitions of lobbyists to payment thresholds for compensation or reimbursements.  New York’s current threshold is $5K annually.

Excluding media was probably a good “PR play” by JCOPE, no pun intended. Just think of how top-tier outlets like the New York Times and Wall Street Journal and hundreds of others would react if they had to register as “lobbyists?” It also would be interesting to learn how a reporter would feel if he or she was included in a PR firm’s “disclosure” for its “lobbying” activities.

The reality is media outlets frequently meet with public officials. But should a person who simply set up a meeting between a client and an editorial board qualify as a lobbyist? Common sense says no. The difference is that editorial boards have their own guidelines and choose what they cover or report on. Lobbyists, on the other hand, go directly to the source to sway opinion.

PR practitioners basically are connecting the dots, middlemen so to speak. Aside from helping point stakeholders to pertinent information, or connecting people with similar or disparate points of view, we help clients define messages and better articulate their narratives. But it’s always the client’s message, never that of a PR firm.

– George Medici, gmedici@pondel.com

Visualizing IR

Data visualization has received a lot of attention in recent years, helping investors connect the dots on otherwise cryptic numbers by presenting a compelling visual.  The problem is, not everything should be presented as a visualization.  You know what I’m talking about … those “SmartArt”-happy PowerPoint presentations that attempt to demonstrate how everything is like a funnel.

The good news is that more experts are surfacing to help guide management teams to create visualizations that demonstrate a company’s performance.  In certain ways, there is a parallel to be drawn here with a spiritual guru helping a subject ingest a hallucinogenic that leads to salvation.

I’m not suggesting that IROs need to eat Peyote to make a compelling visual. But Arif Ansari, associate professor of clinical data sciences and operations at the University of Southern California’s Marshall School of Business, makes a compelling argument about mind-altering practices that could, in fact, lead to better data visualization.

When I interviewed Ansari for a recent IRupdate story, he told me to close my eyes and think about how I could depict some aspect of my business visually.  He sharpened his point by using the acronym “OPEN MIND,” which stands for identifying an “Opportunity, Pain point or need, Engaging, Nailing down a hypothesis, and Monetizing Insights with New Development.”

The first two times I attempted Ansari’s method, I came up with nothing but a bunch of gobbledygook, and then on my third attempt, all of the stars aligned and my mind presented the perfect visualization.  NOT!

OK, there is no bullet proof method when it comes to visualizing data effectively.  Perhaps seeing it done right is a good place to start.  Following  are a few examples:

  • The Coca-Cola Company’s “Annual Review,” which highlights the company’s achievements for the year, is an example of how to select visual images after narrowing in on a target audience.  In this case, retail investors.
  • Procter & Gamble provides a visual overview of the company on its IR website, including how the company creates value for shareholders, a table that breaks down reportable segments, percent of net sales, percent of net earnings, categories, and brand names, as well as circles that convey parts of a whole for business segments, geographic regions, and market maturity.
  • Colgate-Palmolive’s 2014 annual report utilizes slide shows and videos to highlight the company’s brands, strategies, and growth. The company also provides a visual description of its sustainability practices, in addition to financial charts that are animated when scrolling down the page.

– Evan Pondel, epondel@pondel.com

From the Mouth (Pen) of Warren Buffett

This weekend, Warren Buffett’s highly anticipated Chairman’s letter was published in the Berkshire Hathaway annual report.  Below are some of my favorite quotes from the nearly 30 page missive.  The Wall Street Journal, which notes that the annual letter is “among the most widely read — and most widely discussed — dispatches in the business world” shared a list of their favorites as well.

  • When talking about Berkshire’s acquisitions. “I’ve made some dumb purchases.” You’ve got to love a leader who tells it like it is.
  • When talking about acquisitions in general (attributed to Charlie Munger). “If you want to guarantee yourself a lifetime of misery, be sure to marry someone with the intent of changing their behavior.”
  • When talking about activism. “To be sure, certain hostile offers are justified: Some CEOs forget that it is shareholders for whom they should be working, while other managers are woefully inept. In either case, directors may be blind to the problem or simply reluctant to make the change required.” Buffett goes on to say that Berkshire “will not engage in unfriendly takeovers.”
  • When talking about investments. “Woody Allen once explained that the advantage of being bi-sexual is that it doubles your chance of finding a date on Saturday night. In like manner – well, not exactly like manner – our appetite for either operating businesses or passive investments doubles our chances of finding sensible uses for Berkshire’s endless gusher of cash.”
  • When talking about computers and online activity. “I now spend ten hours a week playing bridge online. And, as I write this letter, “search” is invaluable to me. (I’m not ready for Tinder, however.)” The fact that Warren Buffett even knows what Tinder is, is impressive.
  • When talking about GEICO Insurance. “All the while, our gecko never tires of telling Americans how GEICO can save them important money. I love hearing the little guy deliver his message: ‘15 minutes could save you 15% or more on car insurance.’ (Of course, there’s always a grouch in the crowd. One of my friends says he is glad that only a few animals can talk, since the ones that do speak seem unable to discuss any subject but insurance.)” No real lesson here, just some great humor.
  • When talking about GAAP versus non-GAAP. “I suggest that you ignore a portion of GAAP amortization costs. But it is with some trepidation that I do that, knowing that it has become common for managers to tell their owners to ignore certain expense items that are all too real. ‘Stock-based compensation’ is the most egregious example. The very name says it all: ‘compensation.’ If compensation isn’t an expense, what is it? And, if real and recurring expenses don’t belong in the calculation of earnings, where in the world do they belong?” I’m sure many agree.
  • When discussing poor returns.  “… and we are now paying the price for my misjudgments. At other times, I stumbled in evaluating either the fidelity or the ability of incumbent managers or ones I later appointed. I will commit more errors; you can count on that. If we luck out, they will occur at our smaller operations.” So refreshing for a leader to admit to his mistakes.
  • When discussing the Berkshire annual meeting. “Charlie and I have finally decided to enter the 21st Century. Our annual meeting this year will be webcast worldwide in its entirety.” This is great news for those of us who cannot make it to Omaha (40,000 did last year).
  • When still discussing the Berkshire annual meeting. “Our second reason for initiating a webcast is more important. Charlie is 92, and I am 85. If we were partners with you in a small business, and were charged with running the place, you would want to look in occasionally to make sure we hadn’t drifted off into la-la land. Shareholders, in contrast, should not need to come to Omaha to monitor how we look and sound. (In making your evaluation, be kind: Allow for the fact that we didn’t look that impressive when we were at our best.)” And, “Viewers can also observe our life-prolonging diet. During the meeting, Charlie and I will each consume enough Coke, See’s fudge and See’s peanut brittle to satisfy the weekly caloric needs of an NFL lineman. Long ago we discovered a fundamental truth: There’s nothing like eating carrots and broccoli when you’re really hungry – and want to stay that way.” I think I love this man!

– Laurie Berman, lberman@pondel.com

Is Being Too Polished a Public Speaker Bad?

Borowitz-Fact-checking-Reveals-GOP-Debate-Was-Four-Percent-Fact-1200

Sen. Marco Rubio (R-FL) (3rd from left) during a GOP debate last year. Photo credit: Justin Sullivan/Getty published in The New Yorker.

Some are born with it. Others practice a lot. Establishing a visceral connection with an intended audience is paramount to the success of any public speaker.

Watching the 2016 presidential debates can be good lessons learned when it comes to public speaking in corporate life. A schmorgesborg of styles are hitting the TV airwaves among the candidates of both parties. Some are slow talkers, others quick, and some are just loud.

So what about being too polished? Could that be a bad thing? We train corporate spokespeople to take command of the issues and the stage. In other words, teach them to come across poised, and yes, polished too. Apparently that is a bad thing, at least when it comes to politics.

It was a surprise to many PR folks that GOP candidate Sen. Marco Rubio was criticized for being too eloquent of a speaker. Some likely voters used the word “robotic” to describe the Florida junior senator. Even the New York Times acknowledged this trait in a recent op-ed titled, “Marco Rubio Is Robotic, but Not Out of It.” Many other media outlets reported on Rubio’s mechanical demeanor as well.

It’s easy to understand that not having a “connection” with an audience can be detrimental. One example of a flawless presenter is Joel Osteen. Watching the pastor deliver a sermon to the thousands in attendance of his Texas-based Lakewood Church is quite amazing.

It really boils down to authenticity, or in other words, being real. Mostly all communications, especially via social media and video, is about delivering a message that directly speaks to is intended audience. That’s the key to success for so many viral videos and posts.

Effective public speaking—to customers, investors and other corporate audiences—certainly can help business careers. A Harris survey on behalf of cloud-based presentation platform company Prezi reported that 70 percent of employed Americans who give presentations agree that presentation skills are critical to their success at work. Coincidentally, 75% of the presenters surveyed indicated that they would like to improve their presentation skills.

The work never ends, and we all agree that practice makes perfect. For Marco Rubio, he has acknowledged his machinelike nature and plans on being more “real” among likely voters. Ironically, this level of skill may require less rehearsing and more speaking “off the cuff,” which may present its own set of problems.

– George Medici, gmedici@pondel.com

 

 

PW’s CEO to Serve as Panelist at Forum for Corporate Directors on February 23

R Pondel small

A focus on board involvement with investors. Roger Pondel of PondelWilkinson will be participating on a panel discussion at the Forum for Corporate Directors exploring the dynamic between board members and investors.

In today’s volatile stock market and increasingly activist investor environment, it is vital that board members fully understand the unfiltered views of investors as they govern theirrespective companies. James Moloney, partner with Gibson, Dunn & Crutcher, will moderate a panel on this critical topic February 23, at the 7 a.m. breakfast meeting of the Forum for Corporate Directors, at the Pacific Club, 4110 MacArthur Blvd, Newport Beach.

Directors who are aware of their investors’ perceptions and expectations are far better equipped to clarify, remedy and reinforce their companies’ messages. The panel will feature Glenn Welling, Founder and CIO of Engaged Capital; Glenn Schafer, Chairman of the Board of Janus Capital Group and Lead Director of Genesis HealthCare; and Roger Pondel, CEO of investor relations consultancy PondelWilkinson.

For more information and reservations, email michelle@fcdoc.org or visit http://fcdoc.org.

 

 

 

 

 

 

When it Bleeds, it Leads

When I started at The Wall Street Journal Online in the 1990s as a wet-behind-the-ears news assistant, I can still recall one of my editors making a crack in the newsroom about “when it bleeds, it leads.” The market had experienced a steep sell off that day and my editor was in the throes of putting a headline on a story about the blood bath stocks had taken.

The recent market volatility harkens back to the all-consuming frenzy that permeated the newsroom when the Dow dropped in a big way, and it got me thinking: Are financial journalists partial to writing stories about negative news, and if so, does that provoke even more irrational fear in the market?

To gain some insight on what people think, I decided to engage Twitter’s polling option, which is free if you tweet the poll to followers.  I wanted to drum up more than five votes, so I paid Twitter to promote the poll.  Following are the results:

 

Even though the question elicited 295 votes, the results were not very conclusive.  Nearly a third of respondents believe that media are more inclined to publish stories about a bear market, and the same goes for a bull market.  At the same time, 44 percent of voters claimed media are indifferent about publishing bull or bear market news, which is where I take issue.  Call me a curmudgeon, but I do believe that media are more inclined to publish negative news, after all who wants to read about positive news unless puppies are involved?

The German word schadenfreude comes to mind, which means to take pleasure in someone else’s misery.  A lot of folks have made a lot of money in the stock market during the last several years, and quite frankly, this recent correction may be validating for all of those other folks who haven’t been able to generate solid returns.   Getting your comeuppance on Wall Street is a sexy story to tell these days, with the hit movie “The Big Short” drawing hordes of crowds, not to mention Martin Shkreli’s rise to fame as the hedge-fund-turned-pharma-exec devil incarnate.

I fully support holding fraudulent companies, executives and anyone else in the capital markets accountable, although finding that balance can certainly be difficult when journalists’ salaries are miniscule relative to what folks make on Wall Street. Perhaps the only way to ensure that financial media are less biased toward writing bludgeoning stories is to get their salaries more in line with the people they cover.  And who knows, that might help ameliorate market volatility and put more money in the hands of everyone.

– Evan Pondel, epondel@pondel.com  

What Does it Take?

Over the past several months, I’ve given a lot of thought to what it takes to be a good investor relations practitioner. After more than two decades of helping companies through the trials and tribulations of being public, I’m not that surprised that many of the following characteristics or traits that are important cannot be learned from books, on websites or through advanced degrees.

  • Knowledge: Strong working knowledge of financial statements/rules and regulations/capital markets. This one is a no-brainer. It’s hard to do the basics of investor relations without the requisite comprehension of what it means to be a public company.
  • Analysis: Always be ready to review a situation, operating peer or balance sheet with a sharp and analytical mind. Data is readily available, but proper analysis of that data is priceless.
  • Juggling: I don’t mean apples, balls or in the case of a former client, coconuts, but instead deftly managing deadlines, priorities and multiple personalities (hopefully from multiple people, not just one). If you work at an agency, extra points for having to do the above for many clients at one time.
  • Patience: When your stock is dropping, the phones are ringing off the hook and your email is pinging every 30 seconds, it’s important to remain calm when talking to investors and working with management to solve the problem du jour. Everyone has their own ideas, solutions and timelines, so being able to take in all of the information necessary to make the best decision with poise, is key.
  • Brevity: Executives and investors are busy. Say what you need to say quickly and precisely. Get to the point, and get out. This holds true whether your communication is written or verbal.
  • Strong Shoulder: There will be many times throughout your career when a colleague, client or senior executive needs a sounding board and someone to lean on. CEOs are people, too, so when a company is facing challenging times, or a solution is hard to come by, just being available to listen is immensely helpful. I have spent many afternoons as therapist versus press release writer, but those are the times I realize that I am truly part of the team.
  • Sense of Humor: When all else fails, laugh. It’s contagious. Almost nothing is insurmountable, so a little lightheartedness helps everyone reset and refocus. Investor relations is not an easy profession, so have fun with it.We’d love to hear what other traits are important. Let us know in the comments section.

– Laurie Berman, lberman@pondel.com