Investor relations

Ask an Expert: Managing Director, Mike Pici, Discusses How Investor Relations Drives Value by Looking at Ordinary Events in an Extraordinary Way

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Communicating with investors and potential investors can feel like walking a tightrope. Investors want to know how you’re going to protect and ideally increase their investment. Investors and analysts don’t appreciate uncertainty and surprises can add volatility into your stock’s trading.

Enter the Investor Relations expert.

First things first: Investor relations is not about pumping up the share price or sweeping surprises under the rug. It’s about supporting an accurate valuation and understanding of the firm.

IR professionals are there to keep your investors and analysts grounded. They are the first point of contact between investors, the Street, and the company. And their job is to effectively communicate the management’s mission, vision, and strategy, while being prepared for anything any stakeholder might ask.

Do you know what your investors are thinking? Or are you walking a tightrope?

Interview with Managing Director of Investor Relations and Financial Transformation, Mike Pici

To get you started down the IR road, Audacia Strategies CEO, Katy Herr, sat down with Managing Director of Investor Relations and Financial Transformation, Mike Pici, to talk about the what, the why, and best practices for coming up with an investor relations strategy.

Mike brings to Audacia 20+ years of financial and capital markets experience including investor relations, business modeling, budgeting, forecasting, and planning processes, as well as thorough experience with financial statements, i.e., 10-Qs and 10-Ks. He has also been a key internal advisor on portfolio transformation activities including $1B+ of acquisitions, multiple corporate spin-offs, asset divestitures, integrations and associated stranded cost mitigation planning, strategic portfolio reviews, and transformation messaging. 

To find out how your firm can benefit from working with an Investor Relations and Financial Transformation expert, check out these highlights from Katy’s interview with Mike.

Q | Can you talk a bit about what a Managing Director of Investor Relations does and how Financial Transformation fits into the picture?

Investors and potential investors naturally have a lot of questions about the companies in which they’re investing. Of course, they’d love to talk to the C-suite directly, but this isn’t always feasible. So IR steps in to answer investor questions between earnings calls or annual shareholder meetings.

Now, when your IR professional is doing their job well, they are on the same page as the managers and effectively communicate the managers’ narrative in a way that puts investors at ease. Credibility and transparency are key here. When investors trust the IR liaison, they can better weather any storms that may affect the company. It’s a win-win.

For example, if the IR manager can explain how a CEO transition fits into the broader business model and overall big picture, investors will feel more grounded and comfortable staying the course. Without earning their trust, though, IR and leadership will face a barrage of questions that could trigger significant turmoil.

Here’s where the financial transformation piece fits in:

What kinds of questions do investors ask most often? Questions about the financials, of course. 

Clearly, IR professionals have to know their numbers. But they also need to be able to communicate about the numbers in a way that makes sense to investors.

There’s no degree in IR. Typically, you’re either a finance person or a communications person. I have a financial background (Financial Planning & Analysis (FP&A)), so I’m often falling back on the numbers. This is helpful because the Street is always trying to build a model. So my financial background gives me the ability to think like an analyst and communicate in a way that steadies the waters for investors.

The real advantage in working with an IR strategist, though, is that they are always focused on the reality on the ground and how to best communicate about it in a way that aligns with your overarching messaging. Everything I do. Everything I look at. I always ask, how does this affect the numbers?

And this one-pointed focus is important because people get really emotional about money. So if you’re facing a potentially destabilizing situation, your IR professional can look past the perceived impact to the reality of the situation and be able to talk about the reality in a way that grounds your investors.

For example, right now there are shipping containers on ships stuck outside the port in L.A. How does or could this affect your bottom line? When investors inevitably call up and start asking how much of your product is stuck in that port, don’t you want someone who can help you answer that question in the most diplomatic and accurate way?

The ability to answer questions like these during some of the most trying times in the lifecycle of a firm makes working with IR a game changer. Yes, IR must align with the management team while finding a way to connect with investors. But the trust needs to flow from management to the IR person as well. 

It’s true that sometimes I have to speak truth to power. Part of the job is bringing messages back from the Street or from investors to managers and telling them hard truths. I often start these conversations saying, “I think this is what you pay me to do,” which is code for “I’m going to tell you something you don’t want to hear.”

When management and IR can find common ground, managers trust IR, and investors trust the IR professional, then you have a streamlined system that sets everyone up for success.

Q | How does a typical IR process work? Are there best practices that companies should follow when coming up with an IR strategy?

When I start working with a new client, the first thing I do is gather information. Firms need to know, first and foremost, where they stand. So, I call up the analysts to get a sense of their perception of the company. I also call up the top 10 investors to get their perspective. Then I take this information to the managers and have a conversation about what I’m hearing.

This allows me to start shaping the narrative that can be proven out over time during quarterly earnings calls. We figure out what makes you different from your peers and why that counts in your favor. Then we make sure every earnings call references your special sauce.

But this early process only scratches the surface. To keep the momentum going, each quarter I approach quarterly earnings calls in the following way: 

  • About a month away from the end of the quarter, I get in touch with the FP&A group and ask them how the forecast is shaping up. This gives me a sense of how the firm is performing relative to the Street’s expectations. 
  • Then I get the analysts’ models — the most invaluable piece of information. I lay out all the models and compare them to the forecast. And I compare them not just on the metrics we guide (e.g., revenue, earnings per share (EPS), or cash), but also on what they’re expecting throughout the P&L. 
  • So suppose I see that our margins (profitability) are coming in a little lighter than what they’re expecting. I can also see, we’re bridging the gap because we have fewer Selling, General, and Administrative (SG&A) expenses than they’re expecting. 
  • Now I can start to frame a narrative that the firm can build on each quarter. 
  • Armed with all this information, I’ll have a meeting with my management team two or three weeks before the end of the quarter to talk about key themes for the next earnings call. Obviously, we will always talk about the financial results. But we can also discuss major program wins or new product launches. And of course, I’ll ask management what they want to deliver during the call. Often we discuss market trends or the competitive environment. There will be some give and take here.
  • Within hours after each earnings call, I do follow up calls with analysts to correct the record and make sure the note reflects what we want.
  • Prior to the earnings call, I proactively extend an invitation to the top 10 active shareholders to meet after the call as well.
  • Because accessibility is key, I also go on the road with management once a quarter immediately after each earnings call.

The above process reflects what I see as best practices in IR: consistency and transparency. Knowing where your firm stands is imperative, but you also want to have a plan for where you’re going, knowing that you may need to pivot, but all the while maintaining continuity of your messaging. When you maintain a credible message with the Street and with investors and you support that message with facts, then you have a brilliant IR strategy.

Remember, good numbers can fix a bad message, but a bad message can hurt good numbers.

IR is all about communicating the future and getting others to see your vision. So how do you know you have a strong IR message? You know you have a strong IR message when the questions on the earnings calls and in conversation with buy-side investors become more strategic, than tactical. At this point, you know they see your vision and they’re with you.

Other key questions to ask:

  • Who’s investing in our peers and not in our firm?
  • Who do we want to be investing in our firm? Which rooms do we need to be in to make this happen?
  • Which analysts are tracking our peers and not tracking our firm?
  • Who should management meet with when they do the next roadshow?

Q | If there were one thing you wish your clients knew to get better outcomes or something that would make the process easier, what would it be?

Keep your audience at the forefront. To get the best outcome possible, you have to make sure you’re hitting on the points that are most important to the person on the other end of the call. Whether that’s an investor, an analyst, or a member of the media, you have to understand how they perceive you, meet them where they are, and get them to walk the path with you.

For managers, this takes an incredible amount of situational awareness. It means proactively reaching out to the right people and addressing the right issues. But it also means considering key components of communication that often get overlooked.

Consider your tone of voice when talking to investors, for instance, it’s not just the words that you say, but how you say them. If your numbers are off and you’re calling down your guidance for the quarter or year, you know it’s going to hurt. But when you’re in this situation, call down the guidance, acknowledge it, own it, offer a solution, and show investors how you plan to move forward. And if you deliver even a less than stellar message with confidence, you’re far more likely to get the outcome you’re hoping for.

Q | So what can an IR professional do for your firm that even a combination of PR, media relations, and marketing can’t do? 

An IR professional offers your firm the unique blend of communications skills and financial prowess that allows you to gain the trust of analysts and investors alike. Like it or not, successfully wooing investors is a game of controlling the narrative around the numbers. 

The unique thing about IR is that it forces you to look at ordinary events in an extraordinary way.

If you’re ready to look at ordinary events in your firm in an extraordinary way, schedule a consultation and let’s talk about your next business transformation.

Photo credit: Businesswoman leading a video conference call from her tv screen by Jacob Lund Photography from NounProject.com

business valuation

3 Expert Secrets for Getting the Biggest Bang for Your Buck When Selling a Business (Part 3 in our series on Business Valuation)

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This is the third part in our series on business valuation. In Part 1, we give you the rundown on public vs. private valuations. Part 2 discusses 5 key factors influencing valuation. This time we are bringing you an expert’s take on common misperceptions, how to get the biggest bang for your buck when it comes to selling a business, and who is likely to be involved in the deal.  

To punctuate our fall blog series on business valuation, we interviewed a friend of Audacia Strategies, Dan Doran, Principal at financial services firm Quantive. As an experienced M&A professional focusing on small and mid-sized privately held companies, Dan has seen it all—or at least, A LOT. He and his team support both buyers and sellers uniquely positioning him to be the voice of reason when it comes to transformative business deals. Check out our full interview here.

If your plans involve selling your business—even if retirement is several years in the future—you need to carefully consider the insights Dan offers here. So let’s look at Dan’s top business valuation strategies for sellers.

1. Think early and often about how to influence your business’s valuation.

In basic terms, business valuation is a snapshot of the health of a business at any given time. We already examined in greater detail how analysts and buyers determine what a business is worth. But value can be boiled down to three things:

  • Earnings
  • Growth
  • Risk

To influence valuation, Dan works together with owners to get them thinking early on about these three aspects of their business. One challenge he often runs into is that business owners tend to think about the worth of their companies only when they are ready to go to market or when an offer comes their way. But, says Dan, “this is actually backwards.”

If you want to get the best price, it’s important to understand how you can best position yourself in the market. And if you aren’t satisfied with your current position, you need time to make improvements before you’re ready to find a buyer.

In addition, there are a lot of reasons why someone may want to know the value of a business, besides being in a position to sell. “There are number of litigation reasons, for example,” says Dan. A business owner might be going through divorce or someone might have died making the value a probate matter. Then, there’s the transaction stuff: buying or selling a company, buy-ins and buy-outs, capital needs, etc. “For all these reasons, it’s important to get to an understanding of where the market will likely price an asset (i.e., the business) at a given point in time.”

2. Mind the difference between valuation and price.

It’s also important to remember that there’s a difference between valuation and price. In the simplest terms, valuation is an analysis, while price can be negotiated. So, what this means for you is if you use an expert like Dan he will build a valuation model to predict where the market would likely price your business.

Of course, any valuation is only as good as the facts and knowledge available. “There’s no such thing as perfect information,” says Dan. In every transactional deal, there will be an asymmetry of knowledge, meaning that buyers and sellers will have different perceptions of what a company is worth. The most timely example of this is Elon Musk’s tension with short sellers a few months back.

Here’s Dan’s take on Tesla:

“This was really a battle of information,” says Dan. “There’s an asymmetry of knowledge and investors in public markets are constantly trying to gain more knowledge to predict where they think price will go. So, Elon is in possession of more facts than these investors and his position has been that the stock is going to grow, whereas short sellers are looking for it to decline. It’s been a battle of information to try to manipulate that stock price.”

But perhaps the biggest lesson learned in watching Elon Musk trying to value (or price?—it’s a bit hard to label) Tesla at $420 per share is that bringing a neutral party to the table during negotiations can help. Regardless of whether Elon was fairly valuing his company, he had no buyers in the end. A good M&A process will have some competition and likely involve negotiations around not only price, but also the terms of the deal.

3. Get the biggest bang for your buck when influencing business valuation.

We’ve discussed in a previous post, how competitive the M&A market is and how important it is for business owners looking to sell their businesses to stand out from the crowd. Our conversation with Dan reinforced this point. With fewer businesses being passed down to the children of business owners, 80% of business owners need to liquidate their businesses to fund their retirements, which means this is a seller’s market.

But where does Dan suggest putting your resources to see the biggest ROI? Well, he says, it’s important to realize that when you have a consultancy like Quantive appraise your company, “essentially what we’re doing is creating a risk profile that becomes a roadmap for what is impeding value and what we should be fixing before we go to market.”

So, again, it’s important not to wait to value your company. You want time to follow that roadmap to improve your position before going to market. “The real question,” according to Dan, “is how do we begin to drive more value and return a bigger rate on this investment?”

To answer this question, you need to think carefully about who your buyer might be and think like her. While the majority of small business owners are baby boomers (65+), buyers are likely to be in the next generation. What do these buyers want? What do they care about? Why is your company a smart investment for them?

And recognizing that we all tend to overprice our own assets can help you adjust expectations. As Dan says, selling a business is really not that different from going to market with a house. “Everybody thinks that their own house is a special unicorn. As a business owner when we go to market we want to get the most for that asset, obviously. But the market is looking at your business relative to alternative investments.”

Thinking of your business in these terms, as one possible alternative in a sea of potential investments for a buyer, you’ll want to look at several key factors to help you stand out:

    • Timing: we want to sell when the company is in a good position and when the market is in a good position.
    • Value of the company vs. how it fits into your overall portfolio: if you’re in a position where you want to liquidate your business to fund your retirement, you’ll want to have these two numbers in mind: how much is it worth and how much do I need?
    • Be ready for the personal transition: Most business owners spend more time working on their company than doing anything else in their lives. So when they sell the company, they suddenly have a lot of time on their hands. You have to look in the mirror and figure out what you’re going to do with that time. Otherwise, what invariably happens is the week before closing people look for excuses not to close. Releasing control can be hard, so make sure you’re ready.

As challenging as it can be to sell your business (which, let’s face it, feels more like “another child”), if you start early, consider how to influence business valuation, and take the necessary steps, you will be happily enjoying mai tais (or another drink of choice) before you know it.

To make the whole process less challenging, it’s smart to enlist the help of experts early on. At Audacia Strategies, we talk a lot about how to differentiate companies in a really crowded field. We can help you negotiate the best possible price for your business. Why not contact us to set up a consultation? It’s never too early to start strategizing!

Photo credit: Dmitriy Shironosov

communications strategy

Congrats, You’re the Proud New Owner of a Business! Now What? Prepare for a Smooth Transition With a Strong Communications Strategy

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We teamed up with Richard Phillips of Crossroads Capital to create a webinar guiding the smaller financial buyer eying the middle market. We’ve included the link to the full 60-minute webinar at the end of this article.

In a recent blog article, we discussed a communications strategy for turning buy-side challenges to your advantage when purchasing an existing business. Smaller financial buyers looking to get their feet wet in the middle market face stiff competition. But if you play to your strengths such as flexibility on terms and show the seller that you understand her perspective, you stand a good chance of making a smart deal.

Once that deal goes through, the fun really begins! Making sure the transition goes smoothly following a merger or acquisition is one of the most delicate communications situations in all of business. Getting this right calls for a strong communications strategy. So let’s talk about how to plan for a successful transition.

Key Questions

As you begin to develop your communications strategy for the transition, you will want to keep many of the same questions in mind as when you were deciding how to close the deal. At this point, you already have well-thought-out answers to key questions such as:

  1. Why this deal?
  2. Why your organization?

But now it’s time to think about repackaging your answers. Previously, you needed a strategy for winning over the seller. You wanted to talk about why your deal was superior to those of the larger sellers. You wanted to position your organization as an asset and key to the future of the business. Now, it’s time to think more broadly about selling the deal to additional stakeholders.

You’ll need to ask and answer the following questions:

  1. What does this deal mean?
  2. What’s next?

Each of the stakeholders crucial to making the organization’s transition smooth will want to know what the deal means for them. Employees will want to know if their jobs will be on the chopping block. Investors will want to know if their risk is about to rise. Partners and community members will want to know if they can work with you and trust you to keep the business engaged in their goals. And customers will want to know if they can expect the same quality product or service they have come to appreciate.

Transition Announcement

After you have thought through your best answers to the key questions above, it’s time to devise your communications strategy for announcing the transition. Here it’s important to come up with a plan for announcing the transition and key steps to those in the “inner circle” and a plan for announcing the transition to the public. Carefully coordinate these two plans.

Timing is everything here. If the deal gets leaked to the public ahead of letting key personnel, investors, and partners know about the change, you could have a PR nightmare to deal with on top of a transition starting off on the wrong foot. This can kill your credibility and it won’t be easily rebuilt. So do what you can to control the timing of your announcements.

Employee Communication

Employees play a huge role in making sure an M&A transition goes off well. Consider holding an all-hands, townhall-type meeting for employees where the old guard and the new guard come together to demonstrate solidarity. Explain what’s next and introduce new leaders and any exciting new initiatives that benefit them. Allow employees to ask any questions in this forum and invite further discussion to establish open lines of communication too. Taking steps like these will go a long way toward engaging employees in a positive way.

Investor Communication

You’ve probably already thought about how to introduce yourself and your organization to investors. Make sure KPIs, metrics, and milestones are part of these communications. Being mindful that you can’t use numbers to tell the entire story, the last thing you want is to get caught flat-footed during these first few meetings with investors. Remember that communicating with investors goes well beyond the initial M&A announcement. An ongoing plan should be part of your communications strategy going forward.

Partners and Community

Suppliers, distributors, and community partners also play an important role in any successful transition. Get out of the building and meet face-to-face whenever it makes sense. A firm handshake and steady eye contact will help partners put a name with a face and open the door to a strong relationship. Make sure you talk to your seller about any insider tips and tricks for dealing with business partners. Are there some partners who deal only in cash? Will having cash on hand give you key discounts that will increase profitability? Is there only one supplier in the state who can sell you a particular part in the volume you need?

Customers

Last, but certainly not least, you need to communicate with your new customers before, during, and after the transition. Even if you expect little to change on the customer-facing side of the business, you want to let loyal customers know about the acquisition. A strong customer communications strategy demonstrates that you aren’t simply paying lip service to the mission and vision of the business.

In this market, realize that many of the most loyal customers may have interacted with the previous owner of the business and may even think of her as part of their team. If the previous owner is willing to attend those initial customer visits or write a letter or heart-felt email about her decision to sell, this can go a long way towards winning over loyal customers and easing their transition. This helps you pragmatically too. Losing a significant number of clients immediately after the sale goes through does not look good.

Transitioning after an M&A deal is one of the most delicate communications moments new business owners face. Fortunately, the team at Audacia Strategies loves a challenge! We’ll jump in with both feet, roll up our sleeves, and get to work developing the right communications strategy for you.

If you haven’t heard Katy and Richard’s full 60-minute webinar, there’s no time like the present! You can check it out here: Succeeding as a Small Financial Buyer in Mid-Market M&A.

Photo credit: Cathy Yeulet

buying an existing business

So You Want to Buy a Business? Turn Buy-Side Challenges to Your Advantage with Our Strategies

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Buying an existing business is one of the best ways to break into a new market, acquire valuable copyrights or patents, or leverage your expertise to steer a stagnating business in the right direction. While acquiring a business typically requires more funds upfront, the risks tend to be less than starting your own business—as long as you buy smart, that is.

We teamed up with Richard Phillips of Crossroads Capital to create a webinar guiding the smaller financial buyer eying the middle market. We’ve included the link to the full 60-minute webinar at the end of this article. Here we specifically address two key insights about buying an existing business: buy-side challenges to consider and how to develop a communications approach that turns those challenges to your advantage. So, let’s get to it!

Buy-Side Challenges Facing Smaller Financial Buyers

Because the mid-market M&A environment is highly competitive, if you are a smaller financial buyer looking at buying an existing business, you are unlikely to be able to compete on price alone. Bigger, strategic buyers will be in a position to offer better deal terms and be able to outbid you in most cases. This means you need to get clear about who you are and what you offer AND you need to be creative in coming up with a strong target list, developing your relationships, and negotiating deals.

First, keep in mind that opportunities to buy are not limited to brokers’ lists or small business auctions. In fact, investment bankers, who advise smaller commercial buyers recommend looking closely at not-for-sale companies. While it is tougher to find business owners who are willing to sell here, when you do find one, it can be easier to close a deal.

One key advantage you have over bigger buyers is flexibility, so use it. Your flexibility may allow you to shape a deal that’s more attractive to the seller. Consider that small business owners willing to sell often have concerns beyond price. An owner who has built her business from the ground up over the past 40 years may prefer an agreement that includes provisions for her continued involvement as a consultant or a guarantee that loyal employees will be protected. Bigger buyers often can’t or won’t make such promises.

Because many owners of middle market businesses care as much (or more) about non-financial concerns as they do about the money, it’s important to think about the transaction from the seller’s perspective. This may be challenging since, as a buyer, you will be primarily focused on the business valuation and financials. But this broader focus will pay dividends in the long run.

As you begin discussions, keep the following likely differences in mind:

  • Personal: Business owners are often at a different stage in life than buyers and have different motivations. This makes sense if you think about when an owner might be in a position to sell, e.g., when she’s ready to retire. Also, according to recent reports, America’s business owners tend to be older (50% over 55). There may be important generational differences between you and the seller.
  • Cultural: While you may be a numbers person, keep in mind that your seller is likely not tracking KPI’s or sweating over spreadsheets. Most business owners in this environment are independent-minded and focused on qualitative measures. Many entrepreneurs build their businesses by making smart short-term decisions and keeping their noses to the grindstone, rather than thinking about their exit strategy. Sweat equity may be all they know.
  • Situational: Above all else, remember that while this may be one deal among many for you, this business owner will likely sell only once. Be respectful of this mindset difference and realize that if the seller expresses “sellers’ remorse,” resistance, or reluctance, he’s probably not trying to be a jerk—he’s trying to get things right. It can also help to keep in mind that you’re both doing something you’ve never done before. You’ve never bought this business and he’s never sold this business.

Overall, if you approach discussions with the owner of a not-for-sale business with an attitude of respect and a willingness to be flexible on the terms of a deal, you both stand to gain. Now let’s get specific about what your approach should look like.

Key Ingredients in Your Communications Approach

Keeping the above challenges in mind, it’s clear that if you approach a potential seller with complicated spreadsheets and graphs, you’re likely to be met with polite stares, if not a quick invitation to show yourself out. This is not to say the numbers aren’t important to a seller, but buying an existing business is all about how you present the rationale behind the numbers, not to mention yourself and your qualifications as a buyer.

Ask yourself: What’s my differentiator?

Although you want to buy this business, your approach should come from more of a seller’s mindset. Your goal should be to articulate your value and sell your organization to the owner. Above all, gain rapport by listening to the seller, figuring out what she needs most to be comfortable selling, and then being willing to adapt to those needs. The bottom line is you have to build credibility with the business owner or you don’t have a deal. Period.

Key ingredients in your winning pitch:

1. Articulate your organization’s value. Be ready to talk about your mission and how buying an existing business fits into the broader vision you have for your organization. Bonus points for connecting this with the seller’s values.

2. Come up with a seller-focused message. Paint a clear picture that explains why this particular business, what your aspirations are for the future, and how you are uniquely positioned to usher this business into that bright future. This message needs to be authentic. If you simply say what you think the seller wants to hear, without buying in yourself, the owner will see right through you.

3. Emphasize how you stand apart from other potential buyers. It’s not unheard of in a competitive environment, such as the mid-market, for there to be 10 other buyers offering all-cash deals. It’s imperative for you to talk about how you and your team could be an asset to the company you want to buy. Talk about the unique strengths can bring that help them achieve their vision for the business.

Again, go beyond the numbers and consider the owner’s mindset. She is considering turning over her company, which is more like her baby, to a complete stranger. You would have reservations too. Help her see past those reservations through your message.

Remember: This is Personal

Finally, as you consider how to set yourself apart from other buyers, know that making the personal connection and gaining the seller’s trust can absolutely determine who wins the sale in the end. You’ve probably heard stories about home buyers in competitive markets writing heartfelt, handwritten notes to sellers and getting the house because of the letter. The same strategy can work in buying an existing business.

But before you pull out the stationary, it’s crucial to locate the point of overlapping values early on and expand on those points of relevance throughout the process. Describe your respect for the seller’s legacy and her motivations, talk about your investment plan and growth strategies, and discuss your philosophy on performance-aligned compensation. In other words, appeal to the owner’s beliefs about what it takes to successfully run this business.

There’s no doubt smaller buyers face several challenges in buying an existing business. But the right communications approach can turn those challenges into a winning strategy. If you remain open to opportunities to show that your aspirations align with the owner’s aspirations and that you can be creative with your deal structure, you can succeed in the mid-market M&A environment.

Once you’ve decided buying an existing business is your next move, it’s time to find the right advisors to guide you through the 16-18 month process. At Audacia Strategies, we’re here to support you before, during, and after your acquisition. We live for strategy!

For additional insights on this hot topic, follow this link to hear Katy and Richard’s full webinar: Succeeding as a Small Financial Buyer in Mid-Market M&A.

Photo credit: Wavebreak Media Ltd

influencing business valuation

Could Your Business Be the Next Apple or Amazon? 5 Key Factors Influencing Business Valuation (Part 2 in our series on Business Valuation)

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This is the second part of our series on business valuation. Before you dive in here on influencing business valuation, make sure to check out part one where we dig deep into types of valuation.

In our previous post, we discussed some of the complications involved in determining the value of publicly traded and privately owned businesses. And we want to emphasize that while from the outside it can seem like big corporations are dealing in Monopoly money—business valuation is not (completely) based on concrete, objective measures—strategic investors and private equity buyers do follow some standard assessment practices.

Still, business valuation remains a contentious issue and as a result, many potential sellers approach negotiations with assumptions, rather than knowledge about specific value drivers supporting a realistic assessment of their business’s worth. Since assuming is always inferior to knowing, especially during the negotiation process, it’s worth considering internal and external factors influencing business valuation.

Whether you’re thinking about selling your business in the near future, interested in keeping value drivers on your radar as you grow your business, or looking to get into the investment game yourself, there are key factors influencing business valuation to keep in mind. In addition, CEO Katy Herr will be speaking with our friends at Quantive to get their expert perspective on this timely topic. Check back for a link to the podcast where Katy and the Quantive team will dig deeper into influencing business valuation and transferring value in M&A. In the meantime, here’s a primer.

A Quick Recap

Before we look at the specifics influencing business valuation, let’s remember why this is an important question to ask. Recall that there are a couple ways to assess the value of a publicly traded company:

1. Market Capitalization (cost of a company in “real money”):

  • Market cap = stock price x number of outstanding shares

Following Apple’s ascent into 13-digit territory last month, Amazon’s total market value surpassed $1 trillion last week. Both of these valuations are based on the simple formula above.

2. Enterprise Value (cost to acquire a company):

  • Enterprise value = a corporation’s market cap + preferred stock + outstanding debt – cash (and cash equivalents) found on the balance sheet

This is the formula a buyer might use to determine what would be a fair offer to acquire a publicly traded company.

Now, investors don’t use these formulas when looking at the opportunity or degree of risk involved in acquiring privately held companies simply because they don’t usually have access to this information. Private companies aren’t required to report earnings, stock or share prices, outstanding debt, or cash in the bank. However, as a business owner, you do have access to this information and you could provide it to interested investors or buyers. In fact, strategically releasing this information will likely give you a leg up on influencing business valuation.

What’s really important to understand for our purposes is both types of business valuation, but especially market cap, rely on expectations. So let’s talk about factors influencing business valuation.

Buyers look at the following factors when deciding which valuation multiple to apply to their assessment of your business’s ability to generate income and cash flow. Here is what you can do to put yourself in the best possible bargaining position:

1. Maintain Clean Records

If you aren’t doing this for your own peace of mind and other business benefits, it’s crucial for you to get your books and records in order well (years, ideally) before you start looking for investors or buyers. At a minimum, you will want to keep personal and business expenses separate. Having professionally managed books and a solid financial audit is a smart investment if you are seriously hoping to sell one day. This will also help you understand where you are today so you can target your growth goals and mitigate business risks influencing business valuation. So, do your homework here.

Keeping clean records is the first step toward running a profitable business. But records means more than financials. Make sure all important documentation is well-organized and would make sense to interested parties outside of your inner circle.

Important documentation includes:

  • Financials (balance sheets, expenses, tax returns, credit card statements, bank statements)
  • Audits, regulations, and licensing records
  • Recent legal due diligence reviews
  • Written systems and processes, including employee handbooks and manuals
  • Key employee agreements and noncompetes
  • Customer records
  • Written and assignable customer agreements
  • Written contingency plans for emergencies and other potential disruptions to cash flow
  • Key equipment maintenance records

2. Highlight Positive Trends

Investors want to know when they can hope to see a return on their investment, of course. This means showing a projection of positive, predictable profits is ideal. But if your business is new, this might not be a realistic benchmark.

Typically, analysts and investors will look at the most recent 3-5 years of past performance and 2-3 years of projections in determining value. Be sure to point to factors within your control, such as personnel management and smart cost-cutting maneuvers, as well as external factors, such as industry dips and seasonal declines, to tell a complete story.

It’s also crucial to point out other positive trends influencing business valuation that make your business attractive:

  • Revenue growth rate
  • Consistent gross margins trending upward
  • Higher than average industry operating margins
  • History of achieving financial projections
  • Strong, sustainable, predictable cash flow
  • Consistent history of profitability
  • Solid pipeline of new business and demonstrated ability to convert

3. Be Open to Change

One of the big external factors to consider is how the business will respond to inevitable market adjustments and changes in the industry. With technology and automation bringing about rapid changes in most industries, businesses that show an ability to evolve are most likely to maximize profits and sustain additional growth while keeping operational expenses low.

For companies involved in the production of a product, evaluating your strengths and weaknesses is crucial. Can you increase efficiency, product quality, profitability, or customer satisfaction by outsourcing certain aspects of your supply chain? Should you seek out strategic partners in particular areas?

4. Make the Business Less Reliant on Key Personnel

What would happen if the CEO decided to retire, seek out another career opportunity, or take an extended vacation? If your answer is that the company would not skip a beat, then you are on the right track. Companies that rely on owners who spend a lot of time working “in” the business are susceptible to lower valuations. By contrast, those who can set up reliable processes and trusted management to serve clients can walk away leaving a new individual to run the business.

Bob Moskal at Quantive shared this example:

We worked with a facilities maintenance company to recommend and implement a host of improvements to make their business transferable. For example, we recommended they digitize their record keeping, make their financials useful for running the business not just for tax returns, and transition customer accounts to account managers so that a potential new owner could see that the company could run with the same level of success without the departing owner. Previously, this business would have been heavily discounted or not sold at all. It’s now positioned for growth and a more attractive acquisition target.  

Additionally, the following factors make a business easier for a buyer to take over and manage successfully:

  • A strong, recognizable brand identity
  • For product-centric businesses: a clear supply chain; equipment upgrades to modern, productive equipment; systems in place for identifying and implementing new technology
  • For service-centric businesses: system protocols that have been tested; an established, clear succession chain; well-documented job descriptions and processes for sharing institutional knowledge

5. Be Able to Show Large Market Potential

In one sense, how a business has performed in the past matters less to investors than the potential for future growth. Past performance is only as good as what it tells us about future projections. Many buyers focus on turning around businesses in industries where they have been successful in the past or businesses where they have key contacts who could help increase future profitability.

Because so much depends upon the expectations of individual investors, it pays to focus on factors that will likely influence the market potential:

  • Multiple, strong sales distribution channels
  • Multiple revenue streams
  • A strong industry market share
  • A written and up-to-date business plan
  • Proprietary products or technology

Because all of the above five factors influencing business valuation depend on expectations, the best you can do as a seller is lay your cards on the table in a way that puts your company in the best light. This means putting yourself in the shoes of your investors and considering carefully what would make this offer most attractive.

Finally, if you’re really hoping to get top dollar for your business when you are ready to sell, experts say it’s all about doing the pre-sale prep. Again, according to Bob Moskal, business owners will want to start with due diligence a couple years ahead of time, so they have plenty of time to take steps to correct any “skeletons in the closet” ahead of negotiating a sale.

Also, Bob recommends knowing what your company is worth before starting the process, “we’ve often seen a seller shy away when he starts actual retirement planning late in the game and realizes the value falls short. A good financial planner can help here.” You can hear more of Katy’s conversation with Bob about influencing business valuation when they sit down to record a podcast later this month. We’ll add the link when it’s available. Stay tuned!

At Audacia Strategies, we specialize in putting together communications strategies that helps our clients meet their goals. We’ll be the voice of reason as you figure out how to highlight the key value drivers and tell the story of your current (and future!) success. Our team is all about managing expectations. Contact us to schedule a consultation.

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business valuation

Are Apple and Tesla Using Monopoly Money?—Business Value, Valuation Myths, and Your Business (Part 1 in our series on Business Valuation)

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This is the first part of our series on business valuation. Check out part two where we dig into what influences these different types of valuation.

Business valuation is making headlines these days. With the announcement that Apple is the first publicly traded company to surpass the trillion dollar mark and Elon Musk making Twitter waves about taking Tesla private putting its value at $72 billion, it can feel like some of the big dogs get to play with Monopoly money.

Adding to this perception that business valuation isn’t always (completely) based in reality (hint: there is a big difference between what a company’s worth in “real money” vs. what it could be worth in an acquisition), consider what’s happening in the Venture Capital (VC) ecosystem. VC investors love to reward growth metrics with higher valuations. So it’s common for startups to shop VC firms looking for the best price. This practice has some experts worried that the VC industry is the next bubble.

However, before we throw our hands up, let’s look at what we know about types of business valuation and what these mean for successful non-unicorns and their investors.

Public vs. Private Company Valuation

One of these things is not like the other.

The first thing to understand about business valuation is that we can’t easily compare the values of publicly and privately held companies. Determining the market value of a company that trades on a stock exchange (e.g., Apple, Tesla, Facebook) is fairly straightforward (though we’ll see below that this method doesn’t take into account all types of value investors might want to consider).

business valuationHowever, for private companies, the process is not as straightforward or transparent. This is because unlike public companies that must adhere to the SEC accounting and reporting standards, private companies do not report their financials publicly and since they aren’t listed on the stock exchange, it’s more difficult to determine a value for a private company.

Public company valuation: generally in the press you see market capitalization (AKA market cap, in slang) used as a valuation description (see: Apple, Tesla).

  • Market cap = stock price x number of outstanding shares
  • Example: Apple shares outstanding: 4,829,926,000 x $219.01 (closing price on 8/27/18) = $1.06T

This is pretty simple, but keep in mind that this doesn’t necessarily take into account the full range of measures used to assess the potential purchase price (aka value or market value or valuation) of a business. One of the most commonly used valuation metrics for a public company is enterprise value.

  • Enterprise value = a corporation’s market cap (see above) plus preferred stock plus outstanding debt minus cash and cash equivalents found on the balance sheet

So, let’s say that you wanted to buy Apple. The enterprise value is the amount it would cost you to buy every single share of a company’s common and preferred stock, plus take over their outstanding debt. You would subtract the cash balance because once you have acquired complete ownership of the company, the cash is yours.

  • Example: Apple’s Enterprise Value

Apple’s market cap: $1.06T + outstanding debt: $114.6B – cash and cash equivalents: $70.97B = 1.1T

Okay, so how do we determine the value of a private company. Here there are several different approaches.

Headline valuation: private company valuation metric generally based on the price paid per share at the latest preferred stock round (i.e., investment round) multiplied by the company’s fully diluted shares (see: Slack).

  • “Fully diluted shares” = Common Shares outstanding + Preferred Shares outstanding + Options outstanding + Warrants outstanding + Restricted Shares (RSUs) + Option Pool (sometimes)

See. It’s complicated. And, also a bit of a black box for the average investor. It infers that all shares were acquired at the same price as the latest round, which isn’t typically the case.

Generally, this type of valuation is used because it’s impressive on paper and in the paper (or on the screen). Keep in mind that this basic formula, while it may seem complicated, avoids a lot of the technicalities of private company valuation (but if you’re interested Scott Kupor of Andreessen Horowitz did a great post on VC valuation here).

Although private companies are not usually accessible to the average investor, there are times when private firms need to raise capital and, as a result, need to sell part ownership in the company. For example, private companies might offer employees the opportunity to purchase stock in the company or seek capital from private equity firms.

In these cases, investors can assess business valuation using another common approach:

Comparable company analysis (CCA): a method of business valuation that involves researching publicly traded companies that most closely resemble the private firm under consideration. Such analysis includes companies in the same industry (ideally a direct competitor) and of similar size, age, and growth rate.

Once an industry group of comparable companies has been established, averages of their valuations will be calculated to establish an estimate for the private company’s value. Also, if the target firm operates in an industry that has seen recent acquisitions, corporate mergers, or IPOs, investors can use the financial information from those transactions to calculate a valuation.

Discounted cash flow (DCF) valuation: similar to the above method, this approach involves researching peer publicly traded companies and estimating an appropriate capital structure to apply to the target firm. From here, by discounting the target’s estimated cash flow, investors can establish a fair value for the private firm. A premium may also be added to the business valuation to compensate investors for taking a chance with the private investment.

Misconceptions About a Company’s Worth

So, what’s your company “worth?” If you’re not running a billion or trillion dollar company, you may be wondering where to start in figuring out your company’s valuation. We discussed the basics of business valuation in a previous blog article, which will give you some answers.

And, of course, you may now be wondering whether to take your company public. Or perhaps you’re thinking about raising money to fund your business. You can find out more in Audacia’s IPO Roadmap series (Part One is here).

Now that you know the basics, let’s bust a few common myths:

Business Valuation Myth #1: Valuation is a search for “objective truth.”

This may be obvious already, but all valuations have some bias built-in. Yes, investors will pick and choose the model or approach they want to use. So if you want to put your company in the best light when raising capital, it’s important to understand your target investors so you can tailor your pitch.

Business Valuation Myth #2: A good valuation provides a precise estimate of value.

In some sense, investors are not that interested in precise value. Think about it. What does the value of a company today tell you? This is a measure of what the company has done in the past. But investors are really interested in what the company will do in the future. So, the current value need not be precise to determine whether the business is a smart investment.

In fact, while this is somewhat dependent on industry, it’s arguable that the ROI is greatest when the business valuation is least precise. This could be one of the lessons learned from analyzing the VC industry in Silicon Valley.

Look at Uber, for instance, the world’s most valuable VC-backed company, with an estimated valuation of $62 billion. It’s burning through cash, losing between $500 million and $1.5 billion per quarter on a run-rate basis since early 2017. Yet the company still raised a $1.25 billion Series G led by SoftBank earlier this year, according to the PitchBook Platform.

Business Valuation Myth #3: The more quantitative the model, the better the valuation.

There are a few different schools of thought here, but often the more numbers contained in the model, the more questions investors will have. The best valuation is the one that makes sense and is clear enough to be pressure tested by investors. So beware of overly complex quantitative models and numbers that need a lot of explaining.

As you can see, business valuation for private companies is full of assumptions, educated guesses, and projections based on industry averages. With the lack of transparency, it’s often difficult for investors and analysts to place a reliable value on privately-held companies. However, this is really not much different from other aspects of business. Whether you’re a business owner considering how to raise capital or an investor looking to take a chance by getting in on the ground floor of the next big dog, business is all about taking calculated risks.

At Audacia Strategies, we love to help companies in all stages. You choose the next calculated risk and we’ll be there to support you in making bold moves confidently. Business valuation is not for the faint of heart. Get the right team on your side!

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business valuation

Don’t Sell Your Business Short! Find the Right Business Valuation and Sell Your Vision.

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Imagine if a big shot investor walked in the door today and offered to buy your company. How would you respond? Would you blindly tell her to make you an offer and then consider whether it’s enough for you to retire? Or is your business valuation clear in your mind, such that you could seriously start talking numbers?

If you don’t know how to value your business, you risk being taken advantage of, even if the amount an investor offers sounds really good to you. One thing is for sure, the numbers don’t lie, so it’s important to know them or to at least know how to access them when you need to.

Whether you’re considering selling your business in the near future or simply looking for ways to increase your value, figuring out your current business valuation is the place to start. So, what do you need to know?

How to determine a business valuation:

If you are even a tiny bit familiar with the world of corporate finance, it will come as no surprise that there are several ways to value a business. There is a plethora of valuation metrics out there: EV/EBITDA, P/E, PEG.

Your finance team can help you decide the right valuation metrics for your business. However, basic business metrics are the building blocks of all valuation. Here is a short list of the metrics that will inform your business valuation:

  • The value of the business’s assets. Included here is whatever the business owns: any buildings, equipment, product inventory, patents, logos, and cash on hand. Your balance sheet should tell you the value of your assets. An investor or potential acquirer will ask to see your balance sheet – and the rest of your financial statements. Be ready.
  • Revenue. Many investors use revenue as a quick assessment of a firm’s value. A quick method they might use to estimate the value is to employ a revenue multiple. A revenue multiple is simply a calculation of the offered valuation divided by one year of revenue. For example, if you have $100M in annual revenue and your valuation is $1B, your revenue multiple is 10x. Benchmark multiples vary by industry. You should ask your finance team to research typical sales multiples in your industry.
  • Earnings. Of course, revenue doesn’t equal profits. Amazon is the most famous example of this. Despite revenues being through the roof, they have only posted a handful of profitable quarters. This is why earnings matter and why multiples of earnings may be a better way to estimate a business’s valuation.
  • Cash-flow analysis. Finally, revenue and earnings valuation are only a good way to value a company if you can prove they will remain steady. Changes in competition, supplier prices, and industry trends all affect earnings. It’s important to reflect these in your cash-flow projections to demonstrate the rationality of your narrative.
  • Nonfinancial considerations. The above techniques will help you value the financial side of your business. But, as we know, nonfinancial considerations also come into play. Any research you can do into potential investors’ portfolio, could help you get a better valuation. For instance, does the investor own other businesses in your location? Does she own similar businesses? Has she put the word out that she has always dreamed of owning a business like yours? You can use any of these intangibles to your advantage to influence the sale.

Beyond business valuation to selling strategy.

Once you know your numbers cold and you’re ready to sell, it’s time to come up with a strategy. Without taking the time to strategize, you risk letting fatigue or anxiety influence your decision. So make sure to take a deep breath and hold on tight to your strategy.  

Whenever I advise clients dealing with this type of transformation I recommend the following:

1. Take the time to get ready. Beyond getting your accounting, contracts, and legal documents in order (which you should absolutely do!), also consider how you talk about your business.

Do you have a clear, concise, and impactful elevator pitch? At this stage in the game, chances are good that you have this. But it’s good to remember that first impressions count now as much as when you’re first starting out.

If you can you introduce your business such that anyone can understand it, the first impression is that you have your act together and the rest of your business operations are equally well run. This is good!

Can you simply and easily explain your business model, competitive positioning, and prospects? Take the time to review your business model, market dynamics, and business pipeline. Look for trends—past and future. Again, the clearer your business model and prospects the easier it will be for a prospective acquirer to understand the current and future potential of your business and the better your opportunity to improve your valuation.

2. Look from the outside in. I often see business owners that are so caught up in running their businesses that they cannot see how their businesses look through the eyes of their customers, business partners, and—yes, valuation experts.

It can help to ask for external perspectives. Ask your employees (especially those who are customer facing), customers, business partners, community partners, etc. about their perspective on your business. Do not get defensive. This is an intelligence gathering exercise, think of it as nothing more or less.

Use the information gathered to help shape your clear and concise business messaging (see above).

If there are differences between the feedback and your perception (or your desired perception) of the business, consider a gap analysis to address any fundamental misperceptions. Here are some easy-to-use templates for getting started with a gap analysis.

3. Consider your promotion strategy. You wouldn’t sell your house without clearing the clutter, giving it a fresh coat of paint, and engaging a crackerjack realtor, right? Business valuations are similar.

Review your external face to the market (e.g., website, sales materials, business cards). Are they dated? Do they reflect your business in a positive light? Take the time to make your promotional materials work for you. Yes, this will be an added expense, but again, think of it like making cosmetic improvements to your home to get you to a higher price point.

If you have time, engage in a promotional strategy to raise the visibility of your firm and demonstrate market leadership and awareness. This won’t apply in the case where an investor walks in ready to write you a check, but that’s also not the most likely scenario.

By elevating public perception of your business, you improve your market positioning, customer awareness, and you may also increase your new business pipeline—all important factors as you enter into a business valuation.

The above is really just to get you started down the path of valuing your business. For a more comprehensive guide (complete with helpful valuation worksheets), see Jeff White’s How To Guide. Audacia’s CEO, Katy Herr was quoted in the article too!

And if all of this sounds completely overwhelming, take a step back and take a deep breath. Finding a business valuation that not only reflects your sweat equity, but also sells investors on your vision requires patience. Honor your hard work by taking the time you need.

Finding an expert who has been through it can make a big difference in your confidence level too. At Audacia Strategies, we can work with you to get your numbers straight and weave them into a narrative that reflects your complete business valuation. Let’s discuss your vision!

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corporate finance

6 Easy Ways to Empower Everyone on Your Team to Talk About Corporate Finance

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We’ve discussed the issue of silo’d departments on the blog before. Most recently, we talked about tearing down the wall that divides sales and marketing. Another area where I see walls being built is around corporate finance. Smart executives know how important it is for all departments to stay on top of finances, but they often run up against resistance.

Frankly, that’s a shame. Effective financial communications are critical even when not speaking to shareholders or other investors. So, whether it’s because of a turf war, lack of discipline, or just plain uncertainty, it pays to remove these obstacles and make sure every key employee has a relative handle on corporate finance.

But “I Don’t Do Numbers”

I’ve heard a lot of otherwise talented marketers and corporate communicators say, “I’m a marketer/writer/communicator, I don’t do numbers.” This statement is frustrating to hear Every. Single. Time.

Here’s why:

1. Whether you work for a start-up, non-profit, government agency, or blue-chip titan of Wall Street, finances matter. If any part of your job involves convincing investors to risk their cold hard cash, you obviously better have those numbers on the tip of your tongue (or at least on the top of your mind).

But even beyond the typical financial stakeholders, media, employees, and customers all view companies through a financial lens. They are thinking: How stable are they? Are they hiring? Are they expanding their footprint in our area? Beyond our area? Understanding this perspective is crucial if you’re going to create a message that resonates with your audience.

2. If you can’t speak confidently about your organization’s business model, you’re missing an opportunity to add long-term value to your employer. Executives understand this point well. This is likely one big reason they have landed the positions they hold. And as a leader charged with mentoring others in the organization, you can’t stress this piece of corporate communications enough.

Organizations NEED communicators “at the table,” but if you can’t speak the language of business (finance) then you won’t be of value at that table. Regardless of what you take to be your primary role in the organization, if you want to rise in the ranks, you need to be on the lookout for places where you can “punch above your weight.” Being able to talk corporate finance is a huge advantage.

3. Financials are the proof points to your broader corporate message. In this context, financials can be revenue, market cap, overhead expenses, membership growth, etc. It is difficult to see how a marketer who doesn’t understand this point could truly understand marketing. Any marketing message that is divorced from a company’s finances risks falling flat, or worse, overpromising and under delivering can be a death knell for sales.

Empower Staff to Be Comfortable Communicating Financials

While it’s easy to say that every key employee should be able to speak about corporate finance, it’s a lot harder to make this goal a reality. How do you empower those within your organization to become comfortable with and effective at communicating financials?

1. If your company is publicly-traded, encourage your employees to read your 10-K, 10-Q, annual report, and proxy statements. You could also ask the finance director to do a short presentation or Q&A for all department heads.

2. Encourage leaders in marketing, sales, and other departments to take your IR lead out for coffee (bonus points if they do the same for your financial planning and analysis (FP&A) lead!). There’s no substitute for hearing about the state of an organization’s financials from the experts themselves. They can provide powerful insights and help in understanding the business model.

3. One great way to help get everyone up to speed is to read and talk about your industry publications (including the WSJ and FT if possible). It’s not important for everyone to read them cover to cover (or top to bottom online), but these articles will provide a general understanding of the impact of market movements on your industry. You could, for example, start a weekly meeting with a discussion of an important shift in the market and its impact on your business.

4. Actively follow your competitors and talk about what they’re doing well and where you have the upperhand. Encourage team members to listen to how peers speak about their business in the press, at events, in their writing, and in their financial filings.

5. Keep learning! This goes for everyone involved with your organization. There are some great FREE corporate finance courses out there (e.g., Finance for Non-Finance Professionals created by Rice University professors and offered through Coursera). Also, professional organizations (e.g., PRSA, IABC, NIRI) have opportunities to gain additional business savvy. Consider incentives for employees who put in the extra effort to gain skills in corporate finance.

6. Hire Audacia (joking… kinda). But seriously, sometimes bringing in communications professionals with an actual background in finance can make all the difference. Corporate finance is our world, let us introduce it to your team. Or, better yet, before you go through the trouble of trying absolutely everything, why not sit down for a consultation and let us steer you in the right direction?

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earnings

Surprise! Your Earnings Suck. Now What?

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Having to announce disappointing earnings to investors is a unique challenge. No one likes to be the bearer of bad news, but bad quarters happen to all companies. That said, Wall Street doesn’t like surprises (positive or negative, but especially negative).

Surprises damage corporate credibility and can have long-lasting effects beyond just a challenging quarter or two. So it’s crucial to find the right strategy for dealing with these types of surprises.

Maybe the quarterly earnings looked decent until an auditor discovered a previously overlooked error in revenue reporting. Or maybe raw materials costs suddenly spiked. Or perhaps that big anticipated contract evaporated. Whatever the reason, as you see the numbers coming in and it dawns on you that your earnings suck, you may be tempted to run and hide.

There is a better solution though. I promise!

First, don’t forget about situational awareness.

You might recall that I’m a big believer in situational awareness. No, it’s not a magic wand you can wave to turn lead into gold. Still, reporting quarterly earnings in the context of your company, your competitors, and the market is important. If nothing else, it shows analysts, traders, and investors that you have your eye on the right metrics.

Also, if a market shift due to a materials shortage, for example, affected your competitors’  earnings as much as your own earnings, that is relevant information to note during an earnings call with investors.

Your number one priority, though, should be ensuring the clarity of your message and maintaining transparency with investors. While it can be challenging (okay, downright painful) in the short-run, it will pay dividends over the long-term as it can stabilize challenges to credibility.

Let’s discuss the best strategies for revealing less than stellar earnings:  

Now that you’ve done your homework to place your earnings in context, it’s time to face the music. While you cannot soften the blow, you can take steps to maintain credibility and goodwill moving forward.

1. Don’t sugar-coat.

It does no good to play up the good news and ignore the elephant in the room, so don’t sugar-coat or whitewash unequivocally bad news. If mistakes were made, own up to them. Talk about what you plan to do to respond and recover over the course of the next quarter or longer.

Be prepared to discuss the ways in which this challenge has made you reevaluate your business strategy and/or structure. Be tangible. Be candid. And, whenever possible, be quantitative. Don’t take a blow to the chin unnecessarily, but be clear about whether the impact is indicative of an ongoing strategic or structural challenge.

In preparing for these conversations, I find it helpful to think like an analyst and ask hard questions of yourself and your team during your earnings preparation process:

  • Hold up the magnifying glass and go over every line item if necessary, until you are confident you understand what went wrong.
  • Ask the hard questions about the quality of your business forecasting process.
  • Get an understanding of the “early warning” indicators that might have helped or might help in the future.
  • Be ready to answer uncomfortable questions from emotional investors like, “How could you not have known about this sooner?” or “What else don’t you know about?” or “So, what will be the next shoe to drop?”

Now is not the time to be defensive. Now is a time to be clear, concise, and aware in your message to and interactions with your shareholders.

2. Engage the team.

You have probably already tapped into the resources of your audit team, legal team, and C-suite. But don’t forget about those running the operations and working directly with customers.

These folks working “on the ground” in your operations or interacting with customers on a daily basis may be able to shed some helpful color on the situation. Take the opportunity to sit down with those who have more direct contact with what’s driving the numbers on your spreadsheets. Consider how this color can inform your earnings release and any forward-looking discussion.

3. Consider a pre-announcement.

If you have a material miss of market expectations on your hands, you may want to consider pre-announcing prior to your full earnings release. A pre-announcement is exactly what it sounds like, an announcement of results (to the extent they are available) before the full earnings release. Generally, this release will occur 2 to 4 weeks prior to a scheduled earnings announcement.

To be clear, there is no SEC requirement to disclose. However, many on the Street believe that a company has an obligation to warn investors if it will fall materially short of expectations. This is true even if your company does not issue formal earnings guidance.

The benefit to a pre-announcement is that it sends a message to the Street that you are sharing information in a timely fashion and gives comfort that the company isn’t keeping material information from investors.

However, there are legal intricacies surrounding corporate guidance (or lack thereof) and acknowledgement of consensus numbers. Pre-announcement can be a controversial issue for many companies and should be thoughtfully considered beforehand.

Look, an earnings surprise is hard and managing the disclosure isn’t easy. Your stock price will likely take a hit and you and your management team will need to have some challenging conversations.

At the end of the day, markets trade on future value and the reality is that future value takes a hit when earnings come in at less than expected. Your goal during this process is to maintain effective dialogue with the Street to communicate your firm’s future prospects and that requires credibility, transparency, and candor. You’ve got this.

We’ve got a great team at Audacia Strategies and we’ve helped companies navigate corporate crises like this before. We can’t make bad earnings disappear, but we can come up with a strategy for maintaining credibility and moving past the temporary crisis. Contact us today to schedule a complimentary consultation.

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