Going public takes endurance. The whole process—from the decision to go IPO, to the S-1 filing and the roadshow, to the first day of trading and then the post-IPO phase—usually takes longer than expected and puts a major strain on resources. It takes mental strength and stamina to power through the several years before and after the transaction if you do it right.
It’s understandable why so many executives want to take a great big breath when they get past what they view as the finish line—the day the initial public offering is made. But they’ve got to keep going toward the next milestones and transition to truly operating as a public company, as noted by the experts who participated in RoseRyan’s recent webinar, “Smooth Sailing for a Successful IPO.” Senior Consultant Diana Gilbert, who leads the Technical Accounting Group at RoseRyan; Matthew Rossiter, Partner at Fenwick & West LLP; and Susan Berland, Consultant, Finance & Strategy offered up a lot of advice and warnings in the one-hour session aimed at companies contemplating or going public.
“Everybody’s excited, you rang the bell and you feel relieved,” Gilbert said. “You think, ‘Oh my gosh, this sprint, this crazy thing, is over.’ But the reality is you’re actually in a marathon. You’re not in a sprint. Now you’re in a public company.” There’s a lot more to be done.
Start early. Decisions can be made in the very early days of the company’s existence that can set everyone up for an eventual IPO. This means nurturing the kind of culture that highly values accurate information and keeps documentation in order. If certain systems are in place and certain ways of doing things are the way of company life early on, that will make the transition easier if an IPO does indeed become part of the company’s plan.
Instill smart habits. Before going public, finance teams should adjust to tighter reporting turnaround times. They can work out the kinks before meeting deadlines becomes an SEC mandate. They’ll need to streamline the close process and begin getting used to recording the work that they do—not just the results.
“Remember a lot of private companies now going public don’t have people who have been through the Sarbanes-Oxley process,” Gilbert said. “They’re not in the habit of documenting everything they do, so while they may be doing it, there’s no evidence of it.”
Know the timeline. Because of the JOBS Act, many companies get some breathing room when it comes to adjusting to all the regulations they’ll be subject to once they get over the first going-public hurdle (most notably, the requirement that auditors attest to management’s review of internal controls, aka SOX’s Section 404(b)).
“Essentially all high-growth IPO companies right now are ‘emerging growth companies,’” Rossiter said. “Any private company with less than $1 annual billion in revenue will be eligible to be an emerging growth company, and will remain an emerging growth company until the fiscal year ending the fifth year after IPO, or potentially sooner when one of several financial triggers hit,” such as the company becoming a large accelerated filer, with public float of more than $700 million.
Anticipate problems. There will be mistakes along the way as the company ramps up to go-public status, and that’s why building in time is essential. “I usually say it’s not whether the company is going to fail on some controls, it’s which ones,” Gilbert noted. “We need time to remediate and fix it and get things running really sleek and clean before you hit that period where you need to be compliant for 404, before you get the auditors involved.”
Want another great tip? Develop a solid finance team with buttoned-up processes and a drive for efficiency and integrity throughout the going-public process and afterward. It’s evermore important when the company has passed the IPO mark and is in the public eye.
“You want to have a solid, solid team in place and make sure that in the process of all of this you are doing things in a disciplined, careful way,” Gilbert said. “That you don’t take shortcuts and you get it right the first time. Because when you are communicating with the outside world, they are not very forgiving if you make a mistake and have to go back and make a restatement. That can be a big negative on your credibility.”
https://roseryan.com/wp-content/uploads/2017/09/LOGO_ROSERYAN-1.svg00RoseRyanhttps://roseryan.com/wp-content/uploads/2017/09/LOGO_ROSERYAN-1.svgRoseRyan2015-09-30 12:57:572015-09-30 12:57:57View the finance work around the IPO as a marathon, not a sprint
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