Still, just because a good company can successfully go public in
a bad market doesn't necessarily mean it should. When demand
for new issues is uncertain, offerings often tend to be priced more
conservatively--making the deal less attractive for both the
company and its founders. "I would wait it out," advises
Jensen. "Any company that goes public in this market is going
to leave a lot of money on the table."
New issues are usually priced at a 15 percent discount to
comparable public companies. The dotcom frenzy sent discounts into
the single digits, but now that demand for new issues is sketchy,
they can soar to 50 percent. "Discounts have widened because
of the market we're in," concedes Tim Gould, head of the
global equity syndicate at Lehman Brothers investment bank. He
blames low pricing for a recent spike in the number of delayed or
withdrawn offerings. "Companies aren't willing to go based
on the valuation they've gotten."
Unfortunately, postponing an offering can be traumatic for even
the healthiest of companies. Once the IPO process has begun, the
reputation of a company's management--internally and
externally--rides on its fruition. "When you come back,
it's harder because you're now a failed deal," says
Bartlett. "It also crushes morale because you have to go back
to all those employees you gave options to and tell them 'Well,
we're still private.' "
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Worse is the prospect of outright failure--weathering the IPO
process only to have your stock price sink. Such a botched offering
can scar a company forever. "The risk of failure is
huge," says Bartlett. "If you launch priced at $20 a
share and six weeks later your stock is at $10, you have less
access to capital than you had if you had stayed private. You have
no access to VC money [and] public money."
Those who are experiencing the IPO process counsel patience and
preparation in guarding against such outcomes. "If somebody
came to me early in our life cycle and said 'Let's take you
public,' I would have said no," says F. Scott Moody,
co-founder, president and CEO of Melbourne, Florida-based
AuthenTec. Early in the semiconductor technology company's life
cycle, quarterly revenues were too unpredictable for the
short-term-oriented public market. "You don't want to go
public on a good quarter, then have a bad next quarter."
Instead, Moody, 45, who expects AuthenTec to enter the public
market in two years, is readying the company to make the leap,
bringing in a CFO with IPO experience and adopting the rigorous
financial discipline required of public companies. A premature
move? Not in today's market, where it's never too early to
build a paper trail that documents relevant financials--or take on
the onerous task of preparing SEC-compliant financial
statements.
"The best thing you can do is start preparing your
financial statements in an SEC-ready format long before you go
public," advises MitoKor's Johnson. "Then you can
focus on creating value instead of going through the angst of
accumulating back records for an S1 filing."
Bartlett seconds that advice, urging companies to do quarterly
budgets, monthly P&L statements and business forecasts as if
they are already public. "You'll get used to the rigor of
the discipline and the process of forecasting," he says.
"Too many CEOs forecast their business models for the first
time [while] standing in public--a recipe for disaster."
In fact, companies should do more than merely meet current SEC
disclosure requirements. It's unlikely that proposals to
tighten the deadline for quarterly filings and to improve the
transparency of accounting estimates will take effect this year.
But investors are already demanding more than the minimum SEC
requirements. "The marketplace will make more changes than the
SEC or the government ever will," asserts Jensen.
"Investors are already looking for greater transparency in
financial statements and more disclosure regarding what the
company's business model is, as well as who its customers are
and how it interacts with them."
| Times Are a-Changin' | | We all know that the golden
days of the IPO market are dead. But how bad is it? Compare the
first-half numbers over the past three years: | | | 1H
2000 | 1H
2001 | 1H
2002 | | TOTAL
RETURN | 45.9% | 18.6% | 8.6% | | FIRST-DAY
RETURN | 76.5% | 15.2% | 9.9% | | AFTERMARKET
RETURN | -9.0% | 2.5% | -2.4% |
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