10 Questions to Ask Before Taking Your Company Public
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If you're tempted to take your company public, you're not alone. As of mid-July, 126 U.S. companies have filed for initial public offerings this year--up 46.5 percent from the same period last year. The average newly public company has seen its stock jump 31 percent from its IPO price, according to Greenwich, Conn.-based IPO specialist Renaissance Capital.
Yes indeed, the IPO window is wide open--but that doesn't mean you should jump through it. Here are the most important questions to ask yourself before you decide to debut your company on Wall Street.
What's my company's value proposition?
The most important factor to determine up front is whether Wall Street investors will be open to hearing your company's story. Check to see how shares of your competitors that have gone public have performed, and learn from those experiences. Then start putting together your own story, starting with growth prospects, says Elliot Fuhr, New York-based senior managing director and head of the office of the CFO Solutions group at FTI Consulting. "Investors are going to want to know how quickly you're going to grow and what sort of numbers you're going to produce," Fuhr says. They're also going to want to know what you offer that your competitors don't, and what your long-term strategy is.
Do I have the right financial staff in place?
Because of the Security & Exchange Commission's (SEC) reporting requirements, IPO experts recommend hiring a general counsel and an investor-relations specialist with experience in SEC reporting. And if you plan to offer stock options to employees to promote loyalty--a common tactic--you may need to hire human resources professionals with experience putting together benefits packages that include stock.
Is my board of directors up to snuff?
As a public company, your board of directors will become much more visible, so it's even more important to have the right team. "There are a number of requirements that public companies have independent board members," says Mike Gould, a partner in the Chicago office of PricewaterhouseCoopers' capital markets transaction services practice. You'll also need to have board committees charged with particular tasks, such as auditing and compensation. Gould recommends starting the process of identifying and recruiting new board members at least a year before filing for an IPO.
Should I test the Wall Street waters first?
If you want feedback on your IPO plan before jumping in, consider taking advantage of new freedoms established by the Jumpstart Our Business Startups (JOBS) Act, which was enacted by the federal government in April 2012. The law allows companies to file for their IPOs in stealth mode, get feedback from the SEC, and then conduct meetings with potential investors before the official "road show" all companies have before going public. It's an opportunity to determine whether an IPO is a good idea, without tipping your hat to competitors. "This is giving companies the chance to get the IPO process started when they might have not been able to go down that path before," Gould says. "It's certainly less pressure if you're able to file confidentially and don't have to put your information out there for the public."
How will I communicate my company's message to investors?
Your marketing chief may be well-versed in dealing with customers, but you also need to hire someone who has experience interacting with investors and the global media, says Elizabeth Saunders, senior managing director of FTI's strategic communications practice in the Chicago office.
You can outsource that communications function to a company that specializes in investor relations, but that may not be wise, Saunders says. "There is no substitute for a person who day-to-day is in the most important operational meetings, with a point of view on how a decision is going to affect external stakeholders," she says.
Am I comfortable with the transparency requirements of being public?
At a time when every company is expected to have a Twitter handle and a Facebook page, going public increases the pressure for transparency and fair disclosure. Public companies must be especially careful about how they communicate news that might affect their stock price. In April, the SEC announced that companies can use social media to make important announcements--but only if investors are alerted beforehand. So that new communications pro you're recruiting should have experience in social media.
Is my company about to pivot?
If you plan to change your business model, experts say do it before going public. Pivoting is much harder when you're under the scrutiny of the public markets.
In 2006, communications software provider Tangoe, Inc., based in Orange, Conn., switched from collecting one-time licensing fees from its customers to charging recurring fees. Founder and CEO Albert Subbloie, Jr., says he knew Tangoe would need to prove to investors that a high percentage of the company's revenues were recurring, which is why he made the change far in advance of filing to go public in 2010. "It took us 18 months" to complete the transition, Subbloie says. "Imagine the pain you'd go through doing that as a public company."
Is my company big enough to gain traction on the public markets?
Before you attempt an IPO, you should have a reliable and growing revenue stream that stacks up to other companies in your industry. Subbloie says he waited until his company hit revenues of $50 million a year, but he advises fellow entrepreneurs not to rush in just because they've hit their target. "You need to have critical mass and predictability to be a good public company," Subbloie says.
Have I hired the right investment banker?
When the stock market is hopping, investment bankers often start knocking on the doors offering to take small companies public. Instead of hiring the first one who shows up, do your homework, advises David Moore, an angel investor and president of City Rewards Network in Charlotte, N.C. "A lot of investment bankers are going to call you and say 'We can take your small company public for $50,000.' But you really get what you pay for," Moore says. He recommends grilling any potential investment banker about the deal structure they're offering, and the three-to-five year track record of firms they've taken public in the past.
What are my other options?
Sometimes going public isn't the best way to get a return on the time and money you've put into your business. Another avenue to consider is "dual tracking," a process by which a company prepares for an IPO while simultaneously trying to sell itself on the private market. This is more than just another exit strategy, FTI's Fuhr says. "The increased scrutiny about your strategy really forces you to get your numbers together," he says. "It makes it much easier for a buyer to buy you. It really ups your game."