The Danger of High Flying Startups

WeWork, once a darling of Wall Street, even before its planned IPO, has been in the news a lot…and not because its stock price is flying high after going public.

In fact, as those in the investment community well know, WeWork recently pulled its IPO amidst investor doubts about the company’s valuation and concerns about corporate governance, according to the Wall Street Journal.

A follow-up WSJ story covered the incredible downfall of the company and its CEO, who has since been relieved of his duties, removing him from the company he started in 2010. According to an editorial in The Washington Post, “This might be the most spectacular implosion of a business in U.S. history. Other failures were bigger, in mere dollars. But WeWork has to be the most literally incredible. Profanity seems somehow inadequate. It’s just . . . holy wow.”

This spectacular implosion points to WeWork’s former CEO, Adam Neumann, whom The Atlantic called the “Most Talented Grifter of Our Time.” That’s saying a lot, given the downfall of Theranos due to its founder, Elizabeth Holmes, and the billions stolen by Bernie Madoff, pyramid schemer extraordinaire.

Looking at some of Neumann’s actions, it seems like the writing was on the wall.

For example, during a courting process by Nasdaq and the New York Stock Exchange, Neumann was said to have asked if the exchanges would ban meat or single-use plastic products in their cafeterias. A noble thought for sure, but one has to wonder what kind of power Neumann thought he could wield. While working on the company’s S-1 in preparation for the IPO, Neumann’s wife, also WeWork’s chief brand officer, insisted it be printed on recycled paper, but rejected early printings as not being up to snuff. This set the process back by days, because the original printer refused to work with them anymore. Earlier in his history, Neumann is reported to have claimed that he wanted to become “leader of the world, amassing more than $1 trillion in wealth.” While a successful CEO needs to have a healthy ego, these vignettes point to someone whose ego passed healthy, all the way to downright irrational.

SoftBank Group eventually bailed WeWork out through a $10 billion+ takeover, which, according to Reuters, gave Neumann a $1.7 billion payoff. That’s a lot more than the company’s currently estimated $8 billion valuation, but not even close to the $47 billion valuation it supposedly held in January.

Can the WeWork story provide insight for future start-ups and for venture capitalists who fund them?

For one, the financials, operations and inner workings of a company matter. When a high-profile unicorn, with a tremendous pre-IPO valuation files an S-1, the details become public and scrutinized by a lot of very smart investors. If a company is not on solid ground, with a strategic plan that can be effectively implemented, it’s probably not ready to go public. Additionally, when a CEO of a high-profile unicorn, with a tremendous pre-IPO valuation has delusions of grandeur, it’s probably not a great idea to back him or her, unless they have proven their worth.

While there’s no cookie cutter mold for determining which companies and CEOs will ultimately be successful, quality should be the rule, among many other warning signs that should be heeded.

Laurie Berman, lberman@pondel.com

What Kermit the Frog and Microcap Companies Have in Common: It’s Not Easy…

Pity Kermit the frog when he sang, It’s Not Easy Being Green.

We all know the tune. Now try singing that tune to yourself, quietly please, but exchange Kermit’s words with: It’s not easy being microcap. Respect is so hard to come by. It’s tough to get investors to listen. And people always call you ‘too small.’

It’s not easy being a microcap company.

It was never easy being a microcap company. And It got even a little tougher in the second half 2018, when, along with the market’s tumble, BofA Merrill Lynch quietly said it would no longer trade in stocks selling for $5 or below, with market caps lower than $300 million.

We even unofficially learned that Merrill distributed talking points to its wealth managers, saying penny stocks are illiquid and can be easily manipulated for fraudulent purposes, and that the asset class is rife with companies with shaky businesses.

How sad. While such negativity and bias against microcap companies may be appropriate for some, many microcap companies have solid management teams and business models… and deserve better. Hopefully in 2019, other brokerages will not follow Merrill.

It’s always been challenging for microcap companies to command the same degree of investor interest and respect as their bigger brethren. But with help from IR professionals, there are ways not only for microcap companies to command respect, but with a little patience, to enhance value as well. Some thoughts for the new year: 

— Carefully identify and attend select microcap conferences, even though there typically are fees to pay. 

— At those conferences, weed out the investors from those who are there selling services, then cultivate relationships and communicate with them regularly. 

— Issue corporate news on a regular basis to keep the company’s name in view, and think about conducting quarterly conference calls.

— Consider producing periodic podcasts and webinars to demonstrate industry leadership, then publicize those events. 

— Judiciously use social media, paying close attention to Reg FD. 

— Professionalize corporate communications, including having a great website, just like the bigger cap companies.

— Be transparent and apply sound corporate governance practices. 

— If you can get on the road occasionally and have cultivated enough investors who will take a one-on-one meeting, do so. 

— First and foremost, although last on this list, focus on profitably growing the business.

Roger Pondel, rpondel@pondel.com

Class Action Litigation on the Rise: How Safe are Safe Harbor Statements?

History has a way of repeating itself. With 2017 statistics of all kinds starting to be compiled, one offered by the Stanford Securities Class Action Clearinghouse should make public company management teams and their boards take notice: the number of securities class-action lawsuits is on the rise … in a startling way.

 

The clearinghouse reported that the number of annoying and costly public company securities class action lawsuits increased to 413 in 2017, up from 213 in 2016, and up from an average of 190 in the years 2002 through 2015.                        

                                            

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Law firm Wilson Sonsini Goodrich & Rosati recently issued a paper highlighting the trend, which can impact companies of all sizes, from micro- to mega-cap. The three biggest reasons for the suits are material misstatements or omissions in registration statements and prospectuses for IPOs; challenges to merger and acquisition transactions, many if not most of which defense lawyers say are boilerplate in nature and meritless; and greater scrutiny by the SEC to disclosures being made by private companies.

 

Disclosures, or lack thereof, in press releases, which are totally in management’s control, often play a role in such lawsuits. While most companies are careful about including safe harbor statements in their press releases, which offer some legal protection, many companies do not use those statements properly. Often, they fail to customize those paragraphs to include the actual forward-looking statements mentioned in the press release. Worse yet, sometimes the safe harbor paragraphs are being included as boilerplate, even when there are no forward-looking statements at all.

 

Remember the term, “You’ve been Lerached?” A couple of decades ago, class action securities lawsuits were rampant, with a San Diego-based law firm, long since shuttered its doors, leading the pack in filing them. The firm’s principal ultimately went to jail for fabricating many such suits, looking for plaintiffs to buy a few shares of a given company, allegedly based on a CEO’s statement about future performance, then at the first sign of non-performance, voila, the company was “Lerached,” with the term affectionately named after lawyer Bill Lerach. Copycats followed.

 

Many of those lawsuits were legit, and they ultimately gave birth to the Private Securities Litigation Reform Act of 1995 and the safe harbor statements in press releases, followed by Reg FD in 2002. But despite the safe harbor protection, a case involving guidance issued in a press release by Quality Systems last July may signal a frightening change: The U.S. Court of Appeals for the Ninth Circuit, which governs California, reversed the district court’s dismissal of a securities fraud suit, saying various aspects of the safe harbor were “hostile in tone and application, when compared to many prior forecasting decisions.”  

 

What does all this mean?  Maybe nothing, but today more than ever, it pays to listen carefully to your SEC lawyer and to your investor relations advisor on all corporate communications matters. It also may be a good idea to place close attention to those safe harbor statements, and be sure to stay tuned as to whether those statements turn out to be not so safe as hoped.

— Roger Pondel, rpondel@pondel.com

 

 

 

Building Better Media Relationships

Media relations are an integral component to what we do at PondelWilkinson, whether a public relations or investor relations engagement.

Crises aside, generating media awareness of corporate entities, their brands, products and services, among readers, listeners and viewers is critical to the success of any communications program.

Shrinking news departments, fewer beat reporters, and an increasingly tighter news hole, however, are making it harder to get reporters’ attention.

Another caveat to these challenges is that only 36 percent of journalists prefer to get their information from PR/IR sources, press releases, and newswires, compared with 42 percent last year, according to the 2017 Global Social Journalism Studycision-global-social-journalism-study

The good news is that experts and industry contacts remain key sources of stories for U.S. journalists. For example, while a reporter may not write about a new app or the latest software version, he or she may be more inclined to interview an executive about key technology trends, such as artificial intelligence or cybersecurity.

Media relations 101, right? Maybe not. According to the same study, only 19 percent of reporters say PR professionals provide high quality content, and just 37 percent are reliable.

Learning what’s important to reporters is vital to establishing long-lasting media relationships, essentially, helping them make their jobs easier.

Follow these simple rules for building successful media contacts:

  • Do your research, learn about the reporter and his or her area of coverage.
  • Customize your pitch, conveying why it’s important to the outlet’s audience.
  • Do not blast pitches.  Just don’t do it.
  • Provide value, such as proprietary content or a unique perspective or point of view.
  • Call first, if possible, especially since reporters are constantly inundated with e-mails.
  • Be transparent to foster credibility.

There’s no easy way to building better media relationships. It takes time, effort and a good sense of news, coupled with knowing what reporters want and need.

— George Medici, gmedici@pondel.com

Media Are People, Too

Veteran journalist Will Bunch touched upon this topic in a recent op-ed, The Day the 'Enemies of the American People' Helped Save America. The Philadelphia Daily News reporter wrote about those media who helped rescue victims of Hurricane Harvey, while responding to repeated criticism of the press.

Veteran journalist Will Bunch touched upon this topic in a recent op-ed, The Day the ‘Enemies of the American People’ Helped Save America. The Philadelphia Daily News reporter wrote about those media who helped rescue victims of Hurricane Harvey, while responding to repeated criticism of the press.

Americans and the press always seem to have a love-hate relationship.

Despite much of the anti-media rhetoric at play within the national dialogue, a fairly good chunk of Americans (72 percent) trust the information they receive from national news organizations, according to the Pew Research Center.

The good news is more Americans are engaged. That means more eyeballs on traditional media, and social, too. In fact, Pew also reported in a recent survey that two-thirds of Americans (67 percent) say they get at least some of their news from social media.

As media experts, we know that human conflict is what makes news. And in today’s highly competitive 24/7-news environment, getting the proverbial scoop is going to be good for both the journalist and their respective outlets.

So, when Hurricane Harvey rolled around, it’s no surprise that millions watched live coverage of the category three-storm barrel through the Gulf Coast. Homes being destroyed and acts of heroism provided much needed drama that kept viewers engaged.

It’s hard to say how far a journalist will go to get a good story. Many correspondents are often confronted with ethical dilemmas of interfering with their own reporting.

Veteran journalist Will Bunch touched upon this topic in a recent op-ed, The Day the ‘Enemies of the American People’ Helped Save America. The Philadelphia Daily News reporter wrote about those media who helped rescue victims of Hurricane Harvey, while responding to repeated criticism of the press.

The fact is media are people, too. They have friends and families and experience life’s challenges just like everyone else.

One former journalist and current staffer says it best, “These days a lot of media outlets are attempting to emote and connect in a provocative way to perpetuate an echo chamber,” said Evan Pondel, president of PondelWilkinson.”

No doubt the media landscape has changed dramatically. News outlets now cater to liked-minded audiences, fueling the country’s already tumultuous divide.

Be that as it may, media are an essential part of documenting the pubic narrative. And yes, they don’t always get the story right. They’re human. But editors and fact checkers help ensure story accuracy.  Let’s also not forget the journalist’s creed, a personal affirmation of ethical standards and to “believe that the public journal is a public trust.”

Our jobs as public relations experts rely on our relationships with the press on behalf of our clients. We understand the difficulties and the pressures that go along with good reporting. We also like to think we add value to their jobs as well.

While it’s easy to complain about the press, just think about what America would be without it.

— George Medici, gmedici@pondel.com

Pretzels as a Barometer of Being Busy

Every office has its busy times, be they monthly, quarterly or annually.Pretzek

For investor relations and public relations firms, such periods vary from quarterly financial reporting, to client crises, and unexpected projects. In our office, a look at our “pretzel barrel” and how fast it is depleted is a great gauge of how busy we are.

It is filled every Monday, and by most normal Fridays, it is half full. Other Fridays, about a quarter full…which signifies a busy week; and during earnings season, I’m surprised there’s a pretzel left.

I’m not sure how or why the pretzel barrel got started in our office, but the origin of pretzels is intriguing. As the story goes, pretzels were created by an Italian monk more than 2000 years ago, who baked strips of dough and folded them into a shape resembling a child crossing his arms in prayer. The pretzel history books say nothing about the added salt.

When eating pretzels in 2017, perhaps we are subconsciously praying for help; or, as today’s health-oriented psychologists may say…we may be stress eating.

Regardless of the reason we eat pretzels—some of us do so simply because we like them—keeping one’s composure during busy times is key. I must admit that our staff is pretty good about maintaining the calm. Most days, it sure feels like we are busy. But heck, it’s Friday, and this week our barrel is still three-quarters full.

–Janet Simmons, jsimmons@pondel.com

The 10 Plagues of Investor Relations

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You may be asking yourself, what does Passover have to do with investor relations and strategic public relations?  Not much, actually, but in honor of the holiday I thought it might be interesting to name ten things plaguing our industry.  Not so different, I guess, from naming the ten plagues that have become part of the Seder (a feast that marks the beginning of Passover).  But don’t worry my fellow practitioners, while some of things we have to deal with can be pretty disturbing, we generally won’t come in contact with boils, locusts or diseased fowl in our professional lives.

The 10 Investor Relations Plagues

  1. Short selling
  2. Activists/proxy fight
  3. Scheduling
  4. Fake news/bad news
  5. Value gaps
  6. Crises
  7. Market volatility
  8. Short-term mentalities
  9. Guidance
  10. Shareholder litigation

I’m sure there are others we’ve omitted, so drop us a note and let us know what sort of plagues you’ve had to deal with in the IR world.

Laurie Berman, lberman@pondel.com

Demise of the Sell-Side?

For years now, it has felt as if sell-side analysts were leaving their firms in droves…some moving to the buy-side, others to corporate positions as CFOs or investor relations officers, and still others to destinations unknown. A recent Financial Times (FT) article corroborated this “feeling,” reporting that the number of investment bank research analysts has fallen by one-tenth since 2012.  According to the article, these cuts are expected to continue.  Vontobel Asset Management’s chief investment officer said in the article, “we will have massive cost pressures in an industry that is not ready for it at all…they’ll have to gut things pretty hard.”

Back in the day of the dot.com bubble (when I was director of investor relations for an internet search firm), claims of biased research ran rampant. In fact, an analyst following my company was directly implicated, and I saw first-hand how new rules and regulations were needed to ensure sell-side coverage was not influenced by outside factors.  Next came the financial crisis, when “newly cost-conscious banks started slashing staffing of research departments, because they made little direct contribution to earnings,” said the Financial Times.

Additional changes are underfoot, according to the president and CEO of Westminster Research as told to FlexTrade Systems.  “The emergence of new research products has been largely data driven.”  Whereas in the past, analysts were generally responsible for covering a specific industry and stock, and reporting findings back to its clients, asset managers are now taking the data, “and interpreting it, making their own assumptions and coming up with their own ideas and create alpha.”

Sarah Gordon, business editor at FT, said in a recent article that, “most analysts’ research is not very good.”  She goes on to say that, “if greater transparency has not forced analysts to do a better job, other mechanisms must be tried.  Alternatively, the demise of sell-side research should be quietly celebrated.”  On the other hand, Stuart Kirk, a Deutsche Bank analyst, believes we should “expect a renaissance in research now things are heating up again,” according to a recent FT article.  Kirk says his expectation is based on increased research report readership, meeting requests and phone calls.  He claims that demand for research more than “doubles during periods of uncertainty such as Brexit or Donald Trump’s election victory.”

What does all of this mean for investor relations departments?  Certainly, attracting research coverage has never been easy, with no silver bullet to expand the number of analysts covering your company.  While it does not seem likely to get any easier with fewer analysts working with fewer resources, there remains considerable benefit to having sell-side support for your company.

Laurie Berman, lberman@pondel.com

PondelWilkinson Takes Home Three Awards

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PondelWilkinson received three awards last week at the Public Relations Society of America, Los Angeles Chapter’s PRISM awards.  The awards recognize outstanding programs and materials created by public relations professionals.

The firm won three awards for the following categories:  Media Relations; Editorials and Op-Ed Columns; and Annual Reports. Pictured above is George Medici and Evan Pondel.

Keeping Clients Happy

We’re in a competitive business. Not only do corporate communications and investor relations professionals have to overcome the challenges associated with building awareness for our clients, whether it’s on Main Street or Wall Street, but it’s also about keeping clients happy.

It’s never about drinking the proverbial Kool Aid. That’s just bad, and advisors should never be “yes” people; and saying no to clients at times is good, but only if tangible options are presented.

Happy-face-clip-art-smiley-face-clipart-3-clipartcowWith IPOs at historic lows, and today’s dynamics in corporate spending, sustaining or adding new business becomes an even greater challenge.

At the end of the day, it’s all about adding value. Consider these simple hints:

Know thy client. It’s essential to learn everything, from the product or service they offer, to their internal structure and competitive landscape.

Stay ahead of the game. Finding the “next big thing” or even something smaller that will impact a client’s organization before they do helps position outside agencies as insiders, a mainstay for maintaining long-standing relationships.

It’s OK to say no. Clients pay for strategic counsel. It would be a disservice if, as advisors, we only followed blindly without asking the question, “What if?” Make sure the counter argument is sound and solution-based.

Think outside the box. Although cliché and maybe risky, reaching key audiences, including customers, investors, employees and others in today’s cluttered media landscape takes bold new ideas that generate traction and results.

Demonstrate value. This has been one of the most fundamental challenges for PR and IR firms. We don’t “make” anything per se, but we do offer products and services designed to build awareness and loyalty among a client’s key audiences. Educating clients on message impact beyond earned media or stock price is paramount.

We’re in a tough and difficult business. Consider the fact that being a public relations executive is one of the top stressful jobs of 2016, according to Careercast.com.

Be that as it may, we continue to do the work which at times can seem to be a thankless vocation. The new and ever-changing paradigm shift in corporate communications and investor relations only adds to the list of client challenges. Nevertheless, staying informed and thinking like an insider will ultimately help generate real results and keep clients happy.

— George Medici, gmedici@pondel.com