As the New Year Rolls In, So Do the Prognosticators

It probably happens every year, but I cannot recall a time when so many pundits had so many opinions on how the market will perform in 2023. The funniest headline about the market’s near-term future was JP Morgan’s, “The End of the Affair.” It probably was written to catch attention, and in my opinion would have been more appropriate a year ago, referring to the bull market prior to last year’s downturn.

How do you think the market will perform in 2023?

Many of the headlines about the new year are positive and include such language as:

  • “Three Scenarios that Could Surprise Markets (on the upside) in 2023”
  • “Is a Stock Rebound in the Cards?”
  • “Inflation will Crash Much Faster than Expected”
  • “Comeback for Fixed Income”
  • “Economy will Avert Deep Recession”
  • “Fed Pivot Could Push Stocks Up by End of Year”
  • “Second Half of Year will be Up, Up and Away”
  • “S&P will Soar at Least 20%, Nasdaq at Least 30%”
  • “Fed will Pause Rate Hikes Sooner than Everyone Thinks”
  • “The Stock Market will have an Excellent Year”

But there also are naysayers:

  • “Wall Street, Meet Mud”
  • “A Strange Day is Coming to America”
  • “More rate hikes are coming”
  • “Stocks will continue their lows in 2023”
  • “Continued Volatility Ahead”
  • “Markets May Continue to Face Choppiness”
  • “Challenges Abound for Dow”
  • “A Stock Market Crash in 2023”
  • “Millionaires Predict the Market Will Get Much Worse”

With so many divergent views, what’s an investor or issuer to think, or more importantly, to do? Who should be believed?

I just counted the number of bullet points above, and there was one more positive than negative. A good sign, although I am not an analyst and my research was cursory at best. However, the sources are good and professional.

If you really want a forecast for 2023, you could always flip a coin.

Friederike Fabritius and Hans Hagemann wrote in in their book, The Leading Brain: Neuroscience Hacks to Work Smarter, Better, and Happier, that if you’re satisfied or relieved by a decision the coin made for you, then go with it. On the other hand, if the coin toss leaves you uneasy, then go with the other choice instead. “Your ‘gut feeling’ alerted you to the right choice,” they wrote.

So please, flip a coin if you will, but at least think positive thoughts. Good luck, and have a healthy, happy and prosperous new year.

Roger Pondel, rpondel@pondel.com

Investor Relations in a Bear Market

Every great story deserves an engaged audience.

It’s a philosophy we deeply believe in at PondelWilkinson – So much so it’s splashed across our website banner and written on the back of our business cards.

And it rings true regardless of market conditions, even in bear markets, when the value of equities or other investments dip 20 percent or more from recent highs.

That happened around mid-June on the S&P 500, and while there’s little companies specifically can do to calm market forces, taking a proactive, non-promotional stance is the best course, according to PondelWilkinson CEO Roger Pondel.

“Retreating or staying purposely quiet is not a strategy that works,” he asserts. “Astute investors have their antennae up now, looking for good companies.”

In a bear market, investors go into safer stocks, explains PondelWilkinson Vice President Judy Lin Sfetcu, who adds some historical context to highlight her point.

During the dark months of the financial crisis of 2007 and 2008, when the S&P sank nearly 52%, investors flocked to companies with solid financials and established track records, abandoning companies teetering on insolvency.

“If a company has a good balance sheet, they should be messaging that to investors and Wall Street,” Sfetcu says.

Managing Director Laurie Berman views this bear market more as a reflection of investor sentiment, than company specifics, and a recent tally by FactSet provides some data points to back that up.

Through July 22, 2022, 68 percent of S&P companies in Q2 reported a positive EPS surprise, while 65 percent of S&P companies reported a positive revenue surprise.

Granted it was a small sample size (21 percent of total company results), but undoubtedly good quarterly metrics by several publicly traded companies.

Yet, as of press time, the S&P was down just over 13 percent for the year. The tech-heavy Nasdaq, down 21 percent this year, closed with the worst six month start on record, losing nearly 30 percent of its value through June, according to Yahoo Finance.

“If a company is being negatively impacted by macro issues, that company should be honest about what that means for its future, and importantly, what steps are being taken to try to insulate it, or use the macro issues to their advantage,” Berman suggests. “Highlighting certain areas that may give investors more confidence can be helpful.”

Analysts and other finance experts contend bear markets typically last between nine months and a year, so settle in for some continued volatility, especially as inflation, pandemic-led labor shortages, related supply chain constraints, and rising interest rates present ongoing challenges.

In the interim, here are a few more dos and don’ts to ponder:

  • Think responsiveness and transparency.
  • Message the company’s strengths: cash flow and balance sheet; client/customer relationships; resilience and history in prior down markets.
  • Message if and how current economic conditions are creating change for the company, positive or negative, including decision-making.
  • Be certain that investors hear regularly from c-suite executives, sometimes more than the CEO and CFO, on conference calls, non-deal roadshows (NDRs) and conference presentations.
  • Court and know key investors and their concerns, not just about your company, but about their portfolios.
  • Give investors reasons to hold your shares, or buy more.
  • Don’t feel defensive about a falling stock price, particularly if the company is still performing well. Investors know the reason.

“Resist the temptation to over-promise about the future,” says Pondel. “Be proactive about reaching out to new investors and participating in NDRs and conferences. They are not a waste of time, even in a bear market.”

Consider this blog entry a primer to a larger discussion on investor sentiment, a key topic we’re aiming to further develop into a whitepaper this fall, with insightful take-aways to help public companies improve communication and messaging during volatile times.

Chris Casacchia, ccasacchia@pondel.com

How PR Can Support Micro Cap and Small Cap Companies

How-PR-Can-Support-MicroCap-and-SmallCap-Companies-Roger-Pondel-and-Shelly-Kraft-article-MCR-Q2-2022

Ignorance is No Excuse: The Importance of Reg FD Training

You may remember that Martha Stewart spent time in prison.

She served five months behind bars and another five months of house confinement at her 153-acre estate in New York, wearing an electronic monitoring bracelet, for selling 4,000 shares of ImClone Systems before news of the FDA’s rejection of one of ImClone’s cancer drugs was made public.

ImClone’s former CEO, Samuel Waskal, a friend of Stewart’s who presumably gave her the stock tip, served a seven-year prison term after pleading guilty to orchestrating stock trades, as well as to other corporate misdeeds.

How much insider trading is going on in U.S. stock markets based on material, non-public information? At least four times more than regulators actually catch and prosecute, according to research from the University of Technology Sydney. 

Could Reg FD training have helped either of them avoid prison sentences? 

We’d certainly like to think so. For Waskal, of course, he definitely knew better as CEO of a publicly traded company. Stewart may have never heard of Reg FD, but she should have known better as well, based on plain old common sense.

Whether you’re working at a public company for the first time, or you’re a seasoned pro, being aware of Reg FD (Regulation Fair Disclosure) and how to avoid missteps is vitally important. Many companies provide periodic formal Reg FD refresher training even for public company veterans. Not only does such training help prevent employees from disclosure pitfalls, but it also serves as a record that your company takes disclosure seriously.

Starting with the basics, Reg FD became effective more than two decades ago to help the SEC prevent selective disclosure of material, non-public information, remedying the perception of unfairness in communications throughout the investment community. One of the key principles of Reg FD is that information must be broadly distributed, not selectively disseminated. A good rule of thumb is to provide full disclosure to all … all the time.

What constitutes materiality? If there is a substantial likelihood that an investor would consider the subject important in the total mix of information when making an investment decision, and if it is reasonable to expect that the information could have an effect – up or down – on a stock’s price, it’s probably material.

Things to consider include receipt of a big contract, M&A, a stock buy-back program, a director or officer resignation, among many others. Materiality can be somewhat subjective though, so it’s important to communicate with your attorneys if there is any doubt.

There are two simple rules to follow to ensure you’re not running afoul of the SEC (and that you don’t wind up like Martha Stewart):

  • Never buy stock in your company, or encourage others to do so, when you are in possession of material, non-public information.
  • If you ever have questions about whether, and when, you, as an insider, can buy or sell your company’s stock, contact your CEO, CFO or legal counsel.

Keep in mind that while there are remedies for inadvertently disclosing material, non-public information, you should strive never to have to use those remedies. But, just in case, here are the steps to take should someone slip:

  • Let an authorized company spokesperson know as soon as possible, so that that person can work to promptly determine the nature and materiality of the selective disclosure. (Authorized spokespersons are required to determine the cause of the selective disclosure and take appropriate steps to reduce or eliminate the risk of recurrence.)
  • Within 24 hours of the inadvertent disclosure, or at the next opening of market session, a company may issue a press release or file Form 8-K with the SEC containing the material information that was deemed to be selective disclosure.

If it happened to Martha Stewart, is can happen to anyone. “It was horrifying, and no one — no one — should have to go through that kind of indignity, really, except for murderers, and there are a few other categories,” Stewart told Katie Couric during a 2017 interview on the Today Show.

Aside from providing Reg FD training to pre-IPO and newly public companies, along with refresher sessions, PondelWilkinson has been approved by the California Bar Association to provide one-hour Reg FD training sessions to attorneys for CLE credits. While we have to know the ins and outs to be effective trainers, we’d love to hear about your Reg FD experiences.

Laurie Berman, lberman@pondel.com

New Class-Action Lawsuits Lurking: Tips for ADA Compliance on Websites, While Doing the Right Thing

Recently, several of our California-based clients received letters from attorneys who are allegedly representing disabled persons, stating that those clients’ investor relations websites are not fully WGAC and ADA compliant.

With each communication, the attorneys specifically cite “not compliant for blind persons.” In some cases, they are requesting remediation within a certain timeframe. In other cases, however, real monetary damages were sought.

Is this ambulance chasing or a real problem?

According to the CDC, 61 million Americans live with disabilities. The U.S. Census Bureau says that almost 19 million Americans have difficulty seeing or hearing.  Many websites, including investor relations websites, do not currently make accommodations for these users.

For blind people or those with low vision, images without text equivalents, certain fonts and colors, and PDF documents can make websites difficult to navigate. A recent article from NBC News details efforts by disability advocates, including that “federal lawsuits claiming websites are not compliant with the ADA rose by 12 percent last year.” 

Companies, publicly traded or not, should do whatever they can to provide a solution, so as not to leave anyone behind, as well as to be compliant and reduce the threat of legal action.  Of course, regardless of the threat of legal action, it’s the right thing to do.

But where does one start? 

First, some basic definitions:

  • WGAC – Web Content Accessibility Guidelines – Developed in cooperation with individuals and organizations around the world, WGAC has a goal of providing a single shared standard for web content accessibility.
  • ADA – Americans with Disabilities Act – Put into law in 1990, the ADA seeks to provide equal opportunity for individuals with disabilities.

Second, there are several tools to determine how closely a website is to being compliant:

  • The WAVE Web Accessibility Evaluation Tool allows a company to identify accessibility and WCAG errors. Running a URL through the tool will provide summary of accessibility errors.
  • Similarly, Web Accessibility by Level Access allows a company to determine the “health” of a site. There are many others, some free and some paid. (We are not endorsing the veracity of any.)

Once a determination has been made that changes or additions are necessary to ensure WGAC and ADA compliance, here are some practical tips:

  • Take a look at the WGAC guidelines to familiarize yourself with the requirements.
  • Have your website developer (both for your corporate and IR sites) run your sites through a tool like those listed above to see exactly what changes need to be made.
  • Considering purchasing code (usually a widget) that helps makes your website more compliant. There are several, and again, we are not recommending any particular vendor. Be aware, however, that these widgets are not without issues (see the NBC News article referenced above and this one at Forbes.com) and are not a panacea.
  • Recognize that if your corporate site is accessible, but your IR site is not, you are out of compliance. Similarly, if the home page of your corporate site and IR site are accessible, but the pages beneath that are not, you are out of compliance. Even if everything looks great, but you haven’t remediated PDF documents posted to the site, you are out of compliance.
  • Remember that websites are not static.  Any time a change is made to content, links, colors, etc. you run the risk of non-compliance.
  • Work regularly with your legal team to ensure you’re on top of all current and future regulations and requirements.

Laurie Berman, lberman@pondel.com

SPACs: No Small Potatoes, and Still Growing Like an Idaho Spud

It is nearly impossible these days to avoid SPACs, which most of you know by now stands for Special Purpose Acquisition Companies.

According to SPAC Insider, there were 226 SPAC IPOs from 2009 through 2019, compared with 248 in 2020 alone. No small potatoes as a financing vehicle, SPACs this year will experience yet another spurt of explosive growth.

Mark Y. Liu, partner at Akerman LLP, who hosted a recent webinar on the topic, said those 248 SPACs raised $83 billion last year. Amazingly, 550 SPACS were in registration as of March 31, 2021, looking to raise $162 billion more. And SPAC Analytics reveals that SPACs made up 55 percent of all IPOs in 2020 and 76 percent of those thus far in 2021.

Sometimes known as “blank check” companies, SPACs are typically publicly owned shell companies with no operations, but with mandates to acquire private operating companies, usually in a specifically stated sector. If the SPAC does not complete a transaction within 18-24 months, it is liquidated, and funds are returned to the company’s investors. 

Trend or a fad? 

SPACs are growing like Idaho spuds and loved by investors.

While the numbers appear to say “trend,” Business Insider recently noted that investor appetite for SPACs is declining. Additionally, SPACs have come under scrutiny by the SEC over reporting, accounting and governance practices.

On the other hand, and supporting the trend side of the equation, Goldman Sachs estimates that that SPACs could drive $900 billion in M&A enterprise value in the next two years, with nearly $129 billion of SPAC capital currently searching for acquisition targets.

James Keckler, from D.A. Davidson’s investment banking group, and on the webinar with Liu, noted a few things to watch for on the horizon. He believes SPACs and their acquisition targets will get even bigger; that celebrities will continue to increase their involvement with SPACs; and that there could be multiple companies involved in a SPAC merger, versus the typical one-to-one model currently being utilized. Does that mean conglomerate?

The real question:

Are SPACs good for sponsors, the acquired companies and investors? The answer according to Liu, and others, is a resounding “yes” for all three. 

For SPAC sponsors, the benefits include access to capital markets, founder warrants and common stock incentives, and the ability to use both cash and stock for acquisitions. For potential acquisition targets (this one comes from Covington Capital Management), the ability to skip the tedious process of filing a registration statement and bypass a roadshow is attractive. And for investors, the positives include redemption rights, $10 per unit liquidation value and liquidity. 

On the downside, and not that much different from any company going through the IPO process, are the costs of going public, the reporting requirements, market oversaturation, and as some industry watchers have noted, SEC scrutiny (although this could be a good thing for investors).

Whether one is a SPAC investor, merging a company into a SPAC, or forming one, below are a few sound principles to practice:

  • First, a public company is a public company. No matter the capital structure, management team or industry, all rules and regulations governing exchange-traded securities must be closely followed.
  • Next, it is vitally important that communications are complete and transparent, both requisites to build credibility and a loyal investor following.
  • Third, fourth and fifth, research the management teams and their backgrounds; understand what the investment opportunity is really about; and ensure that the language in all documents is easy to understand, with jargon kept to a minimum.

Lastly, although there are many more “secrets” that we readily share with our clients, please know that SPAC formation, merging, and investing are not necessarily quick ways to riches. Old fashioned performance, and maybe even going public through the tried-and-true method established by the SEC in 1933, usually will win out in the long-term. But for right now, SPACs are growing like Idaho spuds and loved by investors.

Laurie Berman, lberman@pondel.com

Roger Pondel, rpondel@pondel.com

Almost There and Entering Yet Another New Comfort Zone

One year into the pandemic, it is clear that our personal and business lives have changed in so many ways, some of which will become permanent. We were forced to step out of our comfort zones, and what became a new comfort zone for many is about to change again, this time in a positive way. We are almost there.

Over the recent months, PondelWilkinson conducted an anecdotal survey among those with whom we regularly interface – corporate executives, analysts, business journalists, investors, among others. We asked about comfort zones and life changes.

Sans reciting statistics, here are some random thoughts of what we learned, in no particular order:

Photo credit: Roger Pondel
  • Most people are working odder and longer hours from their home offices, but with generally less stress.
  • We are seeing our clients much more often, albeit not in person.
  • Productivity has improved significantly, with no more time wasted on daily commuting and out-of-town business trips.
  • Zoom fatigue is far less taxing than jet lag fatigue.
  • Lunch times have gone to about 15-20 minutes from about 45 to 60 minutes, and to a feeling of almost being free from an average daily spend of about $15.
  • It ispossible to complete financings, including IPOs, 100 percent virtually.
  • It is possible to do a non-deal-road show in one’s pajama bottoms. “I will never do an old-style road show again,” quipped more than one CEO and CFO.
  • Activist investors built foothold positions during the early pandemic stages when valuations tanked. Today, those investors are beginning to flex their muscles and raise their voices.
  • Retail investors, with more time on their hands, are investing more and taking up more of management’s time.
  • A new investor spotlight is shining on ESG considerations, and companies need to pay attention.
  • Many annual meetings will remain virtual from now on. Chocolate chip cookies at those meetings are pleasures of the past.
  • M&A transactions came to a halt, but they are roaring back.
  • Fewer cocktails are being consumed. Huh?

Most respondents said we are “almost there,” meaning back to some degree of normalcy. But most believe that a majority of the populace will continue to wear masks for years to come, particularly on airplanes and in group meetings, and certainly for the remainder of 2021.

About stepping out of one’s comfort zone, my therapist wife is an advocate of doing so purposely, especially in times like these. While there has been no choice about accepting changed routines, she believes it is critical to proactively embrace them, along with seeking new challenges. More than that, she says, “It is proven that those who regularly step outside their comfort zones become more emotionally resilient and creative and hold distinct cognitive advantages over those who do not.”

Aside from working at home, I recently stepped out of my comfort zone in a number of ways. I have become a bird photographer on early morning jogs. I now bring out the garbage without being asked to do so, almost every day. I help with the dishes, almost regularly. And sometimes, I even surprise my wife by making the bed … a tip for which I must give credit to our long-time corporate counsel, Gary Freedman.  

“Increasing the number of tasks one can handle and doing altogether new things propels personal and professional development,” Fay Pondel says. “Getting comfortable with being uncomfortable stimulates innovation. Embracing the unnervingly unfamiliar opens oneself to accomplishing more than ever dreamed possible and leverages untapped potential.”

Are we back to normal yet? Almost.

Roger Pondel, rpondel@pondel.com

When the Viral Fog Lifts

Those who live in Southern California fully understand the terms “May gray” and “June gloom.” It’s that time of year when the sun comes out late afternoon. The temperature isn’t that cold, but gloominess permeates the air and stays around for most of the daylight hours. Most people hate it.

This year, at least for those who live in Los Angeles, the pre-summer grayness is no big deal. There’s a lot more to complain about than the weather.

Regardless of who you ask, or what television news station you watch, when that sun is fully bright again, there is consistent agreement that a “new normal” will surface. I am not one for pontificating about what’s ahead, especially when so much of the future remains racked with uncertainty. But in our niche of investor relations and strategic public relations, I will throw caution to the wind and make a few prognostications about how our sector already is transforming:

  • Few, if any, in-person non-deal road shows (NDRs), but plenty of virtual ones. CEOs and CFOs will love that. It will keep them in the office and save lots of time, to say nothing about eliminating many expenses, like air fare, hotels, limos, fancy restaurant meals. Virtual NDRs are in. They may be easier to schedule, but they must be visual and engaging to hold interest. Hello Zoom.
  • Virtual annual meetings already are the new norm. They will be on the rise and probably never go away. CEOs and CFOs may like that, too, but investors may not. Management will control the question and answer chat button, and the democratization of public companies may take one giant step backward. So watch carefully for a rise in activism for those companies that aren’t communicative and transparent, aren’t performing and aren’t unlocking shareholder value.
  • Desk-side briefings with journalists are history. There are fewer business journalists these days, anyway, and their time has become quite limited for casual background coffee klatches. A phone call or video interview will have to do, but there had better be something cogent to say.
  • Quarterly conference calls will become even more important. But management teams sorely need to interject more life into their presentations and not merely recite numbers. Yes, they will likely still be scripted, but it would be better if they could be turned into quarterly Zoom fireside chats for the Q&A portion.
  • Investor days are still important, but as with annual shareholder meetings, for the foreseeable future, they will be virtual. This will save money, possibly attract more attendees, and eliminate the free-lunch bunch. But to be effective, they need to be live, and engage with the audience, or attendees will be distracted while management drones on.  
  • Virtual investor conferences already have arrived and will likely increase in number. But be careful which ones to attend, either as a presenter or an investor. They can prove to be a waste of time. From the issuers’ perspectives, it’s important to know who’s really paying attention. Is anyone really listening? Sponsors should do whatever it takes to do it right, such as using video to make it worthwhile and come alive.
  • Assure that “out-of-sight, out-of-mind” syndrome does not set it. With much of the above happening in the privacy of one’s home office – or at least not in the offices of investors and analysts – greater attention must be paid to messaging for those who are listening.

The times, and the market, are changing fast. Balance sheets are more important than ever. Investors are looking for corporate measures to assure that capital is being deployed in value-accretive activities. With fewer, if hardly any, companies providing financial guidance, investors want to see actions that can translate into trackable metrics. They want to hear from management teams more often, and perhaps in new, or old, ways, like maybe bringing back the quarterly report. And once regarded principally as feel-good commentary, stockholders today look increasingly to investing in companies that focus on environmental, social and governance measures.

Unlike a CEO of a publicly traded company providing financial guidance on a quarterly earnings call – with significant consequences if wrong – no real harm has been done if my forecast for the future of investor relations is wrong. And maybe, just maybe, if I am right, the transformation will be good for all when the viral fog lifts. Except, of course, for missing some great meals in those fancy New York restaurants while on an NDR.  

Roger Pondel, rpondel@pondel.com

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