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IPO

The IPO and SPAC Market is Hot. Is Your Firm Ready for the Public Eye?

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2021 has been a record-breaking year for Initial Public Offerings (IPOs). Analysts predict that by December 31, we will have seen roughly 1,000 companies hit the market. As of now, there have been 372 IPOs and 535 SPACs, for a total of 907 companies representing $266 billion in proceeds. 

Among the most notable companies on the upcoming IPO agenda are giants like mobile payment company Stripe, San Francisco-based Instacart, which has more than half the U.S. online grocery delivery market, and Impossible Foods, the maker of plant-based burgers. Others include Databricks, an artificial intelligence company and a Brazilian digital bank, Nubank, backed by Warren Buffett’s Berkshire Hathaway.

With the market this hot, we know that you may be considering joining their ranks and raising capital either through a traditional IPO or a SPAC. And while you can find plenty of IPO checklists and guides, making the process seem deceptively simple, the decision to take your firm public requires careful consideration. So, we thought it might be appropriate to look at some of the questions founders tend to overlook.

Make Sure You Know Your ‘Why’

There are a lot of good reasons to go public, but being the CEO of a public company adds several layers of complexity to your job. So it’s important to make sure you know your ‘why’ and why your ‘why’ makes you unique in your market (AKA your differentiator). This will help you stay grounded throughout the tough moments.

Many firms may think, “I need to raise capital, so I think I’ll take my company public.” Maybe you need access to capital to support planned acquisitions or maybe you want better access to debt and equity markets to carry out your growth plans. That access comes with costs both in flexibility and on the bottomline. Whatever your reason, spend some serious time evaluating it from every angle. A murder board can be a great resource here as well.

Another reason knowing your ‘why’ is important is that you need to be prepared to own the IPO process. Don’t assume that the investment bankers, lawyers, accountants, and consultants you hire will manage the process. Make sure you (and your team) manage the timeline and understand the process. Ask a lot of questions. Avoidable delays may cause you to miss your window in your industry. When you stay in charge of the timeline, you stay in control of the process.

What are SPAC IPOs?

In the past few years, we’ve seen a surge in what’s called a Special Purpose Acquisition Company (SPAC) and these relatively new types of deal are fanning the flames of the IPO market. Also known as a blank check company, SPACs are another way to raise capital.

Not your typical IPO stock, SPACs start out as shell companies that raise money by issuing stock. Then they use the proceeds, combined with bank financing to buy and take privately held companies public. SPACs typically set two-year time limits on completing the acquisition and if the deal doesn’t go through, then investors get their money back.

Although SPACs aren’t new, they have seen a rise in popularity after COVID-19 shut down the IPO market in Q1 of 2020. Prior to 2020, we were seeing about 15 SPACs per quarter. During Q3 of 2020, that number jumped to 82, and it jumped again to 129 the following quarter. In the first quarter of this year, we saw a record of 298 SPACs.

But whether SPACs are a temporary trend or have real staying power is yet to be determined.

3 IPO Tips from an IR Pro

There’s one other point that founders should be aware of when considering whether it’s time to take their company public: it’s all about the investors. Sure, you need to focus on the SEC regulatory requirements and keeping the analysts on your side. But when it comes down to brass tacks, public companies live and die by their investors’ decisions.

To that end, here are four tips from Managing Director of Investor Relations and Financial Transformation, Mike Pici:

1. Get your house in order.

There’s no reason to be in a hurry to go public. In fact, we’re seeing trends go in the opposite direction. Whereas a startup receiving a healthy stream of venture capital might have once gone public in four years, today the process might take eight years or more. Companies are waiting longer and growing larger before they go public. 

This is a positive trend because it is hard to course correct when you’re being publicly held to the results. So make certain your house, both financial and non-financial, is in order before going public.

2. Be prepared to show a track record of growth.

If you’re thinking like an investor, then you know that investors aren’t just looking for positive cash flow or past success. They’re also looking for evidence of future growth. The amount of revenue is not as important as showing healthy growth quarter over quarter. To this end, we recommend that you show a minimum of 1-2 quarters of growth before filing for your IPO.

3. Consider whether the firm can withstand the amount of stress going public will create.

You’ve likely faced obstacles in the growth of your business. And you should be proud of how you were able to face and overcome those obstacles. But if you believe overcoming adversity qualifies you to take your company public, you would do well to talk to other founders who have gone through the process.

You need to know what you’re walking into before you sit down at the table. The stress of going public is a particular type of challenge and while most founders will only do it once in the lifetime of their businesses, remember that you’ll be working with experts who have done hundreds of deals. Make sure you and your management team are up to the task.

Your IPO Roadmap:

Once you have decided to take your firm public, you’ll need a plan. At Audacia Strategies, we work with our clients through every stage of the IPO process. Here is a preview, which we call our IPO Roadmap:

Part 1: Developing your IPO story 

Although you’ll have multiple filings that describe your business, your risks, and your opportunities, you’ll also want to develop an overarching narrative to share with diverse audiences. Now is the time to refine your value proposition, establish credibility and proof points, set your guidance strategy, and set up internal processes to establish consistent communications.

Part 2: Building an Investor Relations (IR) program

A successful initial public offering requires syncing up several moving parts. If doing a product launch feels like playing “Twinkle Twinkle Little Star,” an IPO feels like playing “Beethoven’s 9th.” Of course, to play a symphony, you need an orchestra. For your successful IPO, that means building an IR program. You can schedule a consultation with our Managing Director of IR, Mike Pici, here.

Part 3: Navigating life after IPO

Once you’ve successfully taken your firm public, it’s time to follow through on the commitments you’ve made and deliver against those proof points. Remember the IPO is really just the beginning of your journey.

If you’re ready to start your IPO journey, contact us today to discuss your needs. Our team is ready to develop a transformational strategy that works for you.

Photo credit: Team of two women analyzing charts and diagrams by Jacob Lund Photography from NounProject.com

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!

Photo credit: pressmaster / 123RF Stock Photo

US election and stock market

3 Things to Remember When the Stock Market Responds to the US Election

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Raise your hand if you’re ready for the US election to be over. I know, me too. But, as tired as we are of the vitriolic finger pointing, cringe-worthy Facebook posts, and waking up to new scandals (and non-scandals) every day, many are terrified that the worst is yet to come. Could we wake-up on the morning after the US election to a plummeting stock market?

In keeping with our theme of situational awareness, there is nothing quite as challenging, from an investor relations standpoint, as a drastic shock to the market. However, if you know your company and you know your competition, you will be in better shape to weather whatever storm is brewing. In this final installment of our series, we’ll discuss three ways to know the market so you can prepare for the worst-case scenario.

Why are stock speculators feeling spooked about the US election?

We know financial markets respond to geopolitical events. For example, if this summer’s Brexit vote is any indication of what’s in store for us after the US election, we could be in for a wild ride over the next few weeks. After the Brexit vote, the British pound collapsed and global stock markets plummeted.

What is the economic explanation for why black swan events like Brexit or the terrorist attacks on September 11, 2001 cause stocks to fall? Basically, increased uncertainty about the future means more investors get out of than into the stock market during a certain period of time, which leads to falling stock prices.

So how could the US election lead to a significant stock selloff? It’s all about uncertainty.

Think of it this way: If Donald Trump wins there will be a lot of uncertainty. How will our allies and adversaries around the world respond if Commander In Chief Trump pulls us out of NATO? Will Trump’s promises to deport undocumented workers and build a wall on the Mexico-US border spark widespread protests?

While most policy wonks agree that a Hillary Clinton victory would have a stabilizing effect on the aerospace and defense market, the US has never been so politically polarized. Not to mention that if the popular vote is close and the election is contested, the result will be increased uncertainty. Too much uncertainty makes investing in the stock market feel closer to gambling, so risk-averse investors will simply choose to save their money rather than risking it on an uncertain future.

How do you deal with your investors if the worst happens?

While it is impossible to prepare for all that could go wrong, if you have maintained that “ready stance,” you will be more confident when you explain to investors what steps you are taking to make the best of a bad situation. And your investors and analysts will appreciate a thoughtful message delivered confidently, particularly when others are reactively grasping at straws.

Follow these three pieces of advice whenever markets behave badly:

1. Stay engaged

When scary things happen to us, our first instinct is to curl up in the fetal position (if not literally, then figuratively, which can be just as bad during times like these). But we need to do what we can to resist this paralyzing instinct.

The most productive thing you can do if the markets are volatile on November 9th is stay engaged. It will be difficult to pick up the phone and talk with investors, but accept that while you may not have all the answers, investors will feel better if you tell them what you do know. And remember to return to our discussion about knowing your business and how it fits into your broader market.

So, do your homework, get the facts, stay in touch with your team, and be ready with a game plan as quickly as possible. All investors can ask of you in times of uncertainty is that you are candid and timely in your assessment of the situation. This is not a time to read the tea leaves or speculate.

2. Be transparent

When you speak with investors and analysts after the US election, be transparent. As tempting as it is to sugarcoat or avoid tough questions from investors, now is not the time to be evasive. Be candid about what is known and unknown. Return to what you know about your company, your strategy and your competitive landscape.

A big drop in the stock market affects everyone. It does no good to pretend that your company or industry is magically better off than every other company or industry. So be honest.

Your investors look to you to tell them what is rational in this frightening time of uncertainty. They look to you to set their expectations. So you need a gameplan. Your job is not to be a cheerleader. Your job is to provide as much clarity in an uncertain situation as possible.

3. Go back to fundamentals

When a catastrophic event occurs causing a huge shift in the market, return to fundamentals. Analysts will develop complex models that attempt to take into account outliers caused by highly improbable events. But often their views will contradict. It’s important to that you remain aware of the incoming information, clear-eyed in your assessment and rational.

Take a deep breath and consider what has changed and what hasn’t changed about your industry. Get your team together and discuss whether your strategy should change. Sometimes it makes sense to ride it out. If you stick to your message and core values, you will be in the best position to guide investors in their decision making.

Also, don’t ignore your intuition. Often when markets behave badly and unpredictably, the usual models fail us because circumstances are unusual. In these difficult times, those who ignore the old models often come through the crisis best.

I’m optimistic that the great experiment that is America will survive the 2016 presidential election. But the fact is that we are living in volatile times. Do you have clear procedures in place to keep your strategy moving forward when the unexpected occurs?

If you need help staying up on shifting markets, let Audacia Strategies be your port in this storm. We can guide you through developing a consistent, strategic message to communicate to your investors. Schedule your FREE consultation today (before or after you vote).

Photo credit: rawpixel / 123RF Stock Photo