Category Archives: Investor relations

The behavior of IR and its impact for emerging growth and small-cap companies

I am hesitant to equate a single action or a single product (even our own!) to a specific reaction from the Street(s). This may be a visceral knee-jerk from a slight “career veering” that exposed me to the greasy underbelly of stock promotion.

Shareholder communications for emerging growth and small-cap companies is a chicken-egg mosaic. Media, message, past performance, tactics and strategies are all interwoven: slicing out one element, news release distribution for example, is too myopic. However using a mosaic-eye-view, you can see a pattern of behavior… an overall IR culture of shareholder communications that begets and rewards success.

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How green is your mosaic:

Emerging growth and small-cap companies have two core challenges as they become a publicly traded entity:

  1. Sell their product in a competitive free market environment
  2. Sell their stock in a competitive capital market environment

Although their two markets’ audiences are different, both are driven by transparency and content – and a company has a much better chance of success if they have their tactical mosaic of communications elements firmly situated.

Emerging growth and small-cap companies study:

For this study, we reviewed the openly-visable shareholder communications of 240 SEC reporting micro and small-cap companies. As a measurement of success, we’ve selected the Average Daily Trading Volume: it is quite simply “proof of sale.”

The individual communications elements are:

  • News releases per year – either over twelve (12+) or under eleven (11-): this is an indication of newsflow and communications consistency.
  • Robust and distinctly identified investor relations website: this is an indication of transparency and financial branding.
  • Earnings webcasts: this is an indication of financial growth (ie: actually having earnings to report).
  • XBRL compliance: this is an indication of transparency and professionalism.

Results:

Of the 240 companies we reviewed, only 79 had measurable volume. From that subset, we compared the shareholder communications elements of the top 25, by volume, with the bottom 25. As you see in the visuals below, the differences are meaningful, especially with news distribution and quarterly earnings webcasts.

OTC HEAT MAP_t

OTC HEAT MAP_b

The difference in trading volumes is equally meaningful: 25 times more trading volume.

Quarterly aggregate trading volume Daily averaged trading volume
Top 25 21,212,352 848,494
Bottom 25 42,864 1,714

Where the companies do to align is with market-cap: the difference is minimum. This indicates that the companies in this study are in scale to one another and that market-cap itself is not a factor. This is VERY important apples-to-apples point. A shareholder communications study across varied market-caps is fundamentally (business persona) flawed.

Combined market-cap Average market-cap
Top 25 1,742,210,171 69,688,406
Bottom 25 1,186,534,000 47,461,360

Obviously, this study does not measure any qualitative factors including the actual content being communicated. However, it does dramatically indicate that just the act of communications can deliver material impact. It’s important to understand that although this study is based on public companies, the lesson is the same for private organization.

Summary for emerging growth and small-cap companies:

1.) News releases and distribution drives audiences. If you are not able to internally identify and generate news consistently, engage an external PR or IR firm.

2.) Set-it and forget-it microsites, like an IR website, are not drivers. They are important for branding and as a hub of your investor materials.

3.) Multimedia events, like webcasts, are an important mosaic element. Use rich media and visual presentations whenever possible.

Lastly, as a final view across all 240 companies, within the complete subset of 79 companies that had measurable daily trading volume, 50% issued 12+ news releases annually. The remaining subset of 161 companies had no measurable daily trading volume – 80% issued 11 or fewer news releases.

This study does not follow all the behaviors a micro or small-cap company may demonstrate: participation at investors conferences or even stock newsletters for example. It does highlight the behaviors common to all smart communicators – regardless of market-cap.

Micro and small-cap companies are invited to CLICK HERE to learn more about our role in helping you succeed. Conveniently price-bundled in intelligent value packages, I may add.

The single practical tip that will improve every one of your financial disclosure news releases

There’s one thing we have oodles of here at PR Newswire / Vintage – and that’s practical insight on to improve the results of your news releases. Most all of the tips are “PR” focused (rightly so) and based on making your content more discoverable.

Investor relations’ news releases (earnings call alerts, earnings results, etc.) are a different content animal than PR. Simply, financial-based news releases are coveted content. People – aka: investors, analysts and financial media – proactively seek your news. They are knocking on your digital door begging for more information. Looking at this with a marketing lens, it’s a incredible position to be in.

So, what does IR need to do to take full advantage of this traffic? Insert this call-to-action after your first paragraph in every single news release:

Receive [COMPANY] updates via email: [link to email alert page]

That’s it. One side-bar sentence, right up top. Don’t worry about “storytelling flow,” tone or cadence. Just paste it in.

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NEW YORK, July 13, 2015 /PRNewswire/ —  Lorem ipsum dolor sit amet, consectetur adipiscing elit. Nihil minus, contraque illa hereditate dives ob eamque rem laetus. Quis est, qui non oderit libidinosam, protervam adolescentiam? Cum audissem Antiochum, Brute, ut solebam, cum M. Non autem hoc: igitur ne illud quidem. Duarum enim vitarum nobis erunt instituta capienda. Immo istud quidem, inquam, quo loco quidque, nisi iniquum postulo, arbitratu meo. Verum tamen cum de rebus grandioribus dicas, ipsae res verba rapiunt; Duo Reges: constructio interrete.

Receive [COMPANY] updates via email: [link to email alert page]

An potest, inquit ille, quicquam esse suavius quam nihil dolere? Quamquam id quidem, infinitum est in hac urbe; Quid in isto egregio tuo officio et tanta fide-sic enim existimo-ad corpus refers? Quid, quod homines infima fortuna, nulla spe rerum gerendarum, opifices denique delectantur historia? Quid, si etiam iucunda memoria est praeteritorum malorum?

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Tactical points:

  • Don’t anchor/embed the link to your email alert page. Cut & paste the full, entire link. This is very important because not all news portals (technically) accept embedded links onto their pages.
  • If your email page has an “ugly” non-vanity URL, ask your PR or marketing department for help with a shortened URL. Bit.ly is an example of this type service.

HERTZ

This small change to all your financial disclosure news releases will assure you that interested stakeholders always get your material news, SEC filings and whatever they select directly from you.

Especially important, this creates an investor relations database of names that can be cross-checked against other lists including investor conference attendees and targeting databases. This will help you hone discussions with investors. 

This is content marketing mecca.

How to Build Your Investor Relations Website: Free webinar, July 14, 2:00 PM ET

Fotosearch_x27284749-smaller26-part investor relations educational series for OTC Markets and Nasdaq Capital Markets listed companies

NEW YORK, July 13, 2015 /PRNewswire/ — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to invite CEOs, CFO, investor relations departments and senior executives at entrepreneurial start-up organizations and emerging growth companies to attend this new educational webinar series: “What you must know BEFORE and AFTER your IPO” 

Session 4: How to build your IR website

Pre-registration is recommended to save time on event day.

With first-hand “how-to” advice specially structured for small and micro-cap companies, this six-part series will walk listeners through the steps needed to transparently and effectively communicate with current shareholders and prospective investors. The cadence of the series will be casual, delivered succinctly and in plain English.

The webinars, and archived podcasts, are moderated by Bradley H. Smith, PR Newswire/Vintage’s director of marketing, and features the investor relations expertise of Peter Seltzberg and Bernie Kilkelly of Darrow Associates.

There is no fee to attend and there will be a live Q&A session.

What you must know BEFORE and AFTER your IPO

Session 5: How to target and reach investors

  • DATE: August 11, 2015
  • TIME: 2:00 PM ET
  • LENGTH: 30 minutes

Session 6: How to present and network at an investor conferences     

  • DATE: September 15, 2015
  • TIME: 2:00 PM ET
  • LENGTH: 30 minutes

After the live session, the webinars will be available for 24/7 listening both online and as a downloaded audio podcast.

  • Session 1: How to set-up and manage the IR function
  • Session 2: How to compose your first quarterly earnings release and SEC filing
  • Session 3: How to host your first earnings call  

Log-in here: http://e.prnewswire.com/Before-and-after-IPO-master-page.html

“This six-part series will not be presenting any investor relations ‘best-practices.’ We’ll be delivering the investor relations ‘must-practices,” said Smith. “As they become a publicly traded organization, emerging growth companies have unique challenges, especially as they work to present themselves to new shareholders at par with large and mega-cap issuers. Darrow Associates have distilled these ‘must-practices,” into a short, concise task list.”

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About Vintage:

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com 

ABOUT Darrow Associates

Darrow Associates is an investor relations and financial communications firm with offices in Melville, New York, New York City, Austin, and Silicon Valley. The Darrow Associates team of professionals brings more than 120 years of combined investor relations and Wall Street experience across a range of market sectors and market-caps to its client base of nearly 20 companies. Darrow Associates’ professionals have significant experience in partnering with public and pre-IPO companies in the technology, telecommunications, media, business services, alternative energy, clean technology, healthcare, financial services, industrial, and aerospace and defense industries.  Additional information is available at www.darrowir.com.

Media Contact:

Bradley H. Smith

Director of Marketing, IR and Compliance Services

PR Newswire & Vintage

+1 201.942.7157

bradley.smith@prnewswire.com

9 questions answered about holding your first earnings conference call

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Our next event is “How To Build Your IR Website” on July 14. Click here for details and pre-registration.

For an investor relations officer, it seems that the other 361 days in a year pale in comparison to “earnings call day.” Talk about pressure. 

To help mitigate that quarterly stress, part three of our ongoing six-part webinar / podcast series addresses holding your first earnings call… although the discussion is pertinent reminder for ANY company from new IPO to seasoned mega-cap.

Please CLICK HERE to listen to all ARCHIVE podcasts in the series.   

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Q: Is it necessary for a newly public small cap or micro-cap company to hold a conference call the first time it reports quarterly earnings? How do you know when the company is ready?

It is important to remember that neither the earnings release nor a conference call is a requirement for a public company. The mandated release of quarterly earnings can be satisfied solely through the filing of the 10-Q or 10-K with the SEC. But in reality, it is a best practice for public companies to issue an earnings release and hold a quarterly conference call with analysts and investors. According to NIRI’s July 2014 Earnings Call Practices Survey, 97 percent of respondents hold a quarterly earnings call. Almost all of the calls are webcast live, and 73% of companies said they provide an archived audio file of the webcast on their IR website.

One of the main reasons that companies hold quarterly calls is for efficiency, especially when you’re talking about a large cap company that has many sell-side analysts following the company and a large number of institutional investors. A conference call and webcast gives the company the opportunity to explain its results to the broadest possible audience while also communicating and reinforcing the company’s strategic messaging. The call also gives management the chance to answer questions in a public forum, although questions typically are asked just by sell-side analysts and the largest investors.

For a small cap company and especially for a micro-cap company, the efficiency reason may not be as pertinent. The time and effort to prepare for a conference call can be enormous, so every newly-public company should consider whether the return on investment is worth it. If the company only has one or two sell-side analysts and a small institutional investor following, it may make sense to wait a few quarters. If you have an active IR program, where you are going out on the road, attending investor conferences, and holding teleconference calls with targeted investors , you should be building a nice distribution list of people who care about the company and want to be updated on progress.

The quarterly conference call is a checkpoint they can count on where investors can listen to your “between the lines” update, that is hear you talk about qualitative business factors that aren’t going to be in the 10Q/10K or release necessarily AND they know they can ask you a question in the Q&A session-which is maybe even the most important part of the call if you have built up an audience at all. Because once you start having quarterly conference calls, you shouldn’t stop having them — that would send a very bad signal to investors. It’s been proven over and over again that Wall Street likes consistency and hates surprises, Make sure you are ready to put your best foot forward before committing to your first – which is likely to be the first of many quarterly conference calls.

For newly public companies, I should also point out that the transcript of the conference call… which is provided by the vendor who will be operating the call… is an important marketing piece for the company-it’s a document that survives long after the conference call is over. When investors are doing their due diligence, one of the things they request from the IRO most often, besides the investor PowerPoint and the filings, and the last few earnings releases, is this transcript-with both management’s prepared remarks and Q&A.

Q: What is the role of the IRO or the IR consultant in preparing for the company’s first earnings call?

The IR professional manages the process of preparing for the call in the same way that he or she manages the process for the earnings release. The earnings call process requires significant preparation to set up the logistics of the call, preparing the script and Q&A document for the call and most importantly working with management in rehearsing and prepping for the call. If management wishes to use slides to accompany the audio stream over the internet, the IR team will also be responsible for putting that PowerPoint document together and making sure it is in proper form and given to the vendor on time.

Q: Who should be part of the team in preparing for the earnings call?

It is common practice to convene a multi-disciplinary group to discuss the high-level messages for the quarterly earnings release, and this should carry over to the preparation for the call. Participants often include the CEO and CFO, legal, financial reporting, corporate planning and budgeting, treasury, and media relations/corporate communications. 

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email_bkBernie Kilkelly is a senior investor relations practitioner with over 25 years of experience in designing and running successful IR programs to help companies build shareholder value. His background includes serving as head of investor relations for three public companies in the financial services sector, including Delphi Financial Group, Inc. from 2001 until its acquisition in 2012 by Tokio Marine Group at a 76% premium to its stock price. In addition to serving as a corporate investor relations officer, Mr. Kilkelly has worked at leading investor relations and financial/public relations agencies in New York, including Morgen-Walke Associates, Makovsky & Co. and Robinson Lerer & Montgomery. Mr. Kilkelly is a recognized leader in the investor relations community and has served as a director of the New York Chapter of the National Investor Relations Institute (NIRI) since 2007. He was NIRI-NY Chapter President in 2012 and is currently serving as Vice President-Communications, responsible for the chapter’s website, newsletter and social media.

Connect with Bernie in LinkedIn here.

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Q: What documents need to be prepared for the conference call?

The IR professional is typically responsible for drafting three main documents:

  1. A slide deck
  2. Prepared remarks that are referred to as the “script”
  3. The Q&A document to help prepare for the Q&A period of the call

The slide deck is optional but can be helpful in providing a structure for the prepared remarks. One of the biggest complaints from analysts and investors about conference calls is that the prepared remarks go on for too long, and often include a boring recitation of numbers that have already been included in the earnings release. By using a slide deck, companies can try to keep the numbers discussion shorter and leave more time for high level discussion of strategy and progress toward previously disclosed goals. The prepared remarks are usually divided between the CEO and CFO, with the CEO providing overview comments and the CFO getting into more detailed discussion of the financial results.

The IR professional should ensure that the company’s financial and legal team has time to review the prepared remarks and slide deck to ensure accuracy and compliance with regulatory requirements. What you want to AVOID doing in the prepared remarks is to read directly from the MD&A-there is no reason to spend time on this during the call -the 10Q/K is already out there, and people will read it if they want to on their own. Give them the operating and financial highlights, drivers, trends, and market stats and data updates.

Q: What is the best way to prepare management for the Q&A portion of the call?

To prepare management for the Q&A portion of the call, many IR professionals research “hot” topics and develop a document that outlines answers to potential questions. This Q&A document often is maintained by the IR professional throughout the quarter. It is also helpful to review questions asked on peer company earnings calls, since many analysts or investors will ask the same question of each management team. The Q&A document should also be used to facilitate a practice session, to better prepare the CEO and CFO for that portion of the call. This practice session also encourages feedback from the senior leadership team, helping to refine responses and ensuring accuracy.

Q: What are the most important logistical steps in preparing for the earnings conference call?

Managing the logistics is equally important to the success of the earnings call. Nothing will derail a good earnings call faster than a phone line that goes dead in the middle of management remarks. Make sure you have a detailed checklist so that nothing is overlooked.

The following is a sample list of logistical tasks that should be performed prior to each earnings call:

  • Reserve internal meeting rooms for earnings calls and preparation meetings
  • Reserve audio/visual equipment, as necessary (microphones, sound system, speaker phone, etc.)
  • Arrange earnings conference call with applicable provider, obtain telephone numbers and access codes to provide to those who are authorized to ask questions and those who are not (typically the news media), ensure services include a full transcript and a digital recording of the call, and ensure that service providers do not disclose the date of the company’s call before it is publicly announced
  • Announce the details of the call to investors well in advance, notifying them of the date and time, dial-in and webcast information, and other details for the call; this process includes coordination with third-party data providers, which publicize earnings dates
  • Send the press release to the company’s wire service provider and review the proof
  • Ensure the Form 8-K and the press release are ready for SEC filing
  • Work with the website team (could be internal or a third party) to:set up a webcast link
  • Ensure posting of documents on website, including the press release, the earnings slides, and any other supplemental information typically posted
  • Set up podcast or audio archive of conference call
  • If applicable, touch base with the company’s social media team to determine appropriate content and timing for social media postings

Also, while it is usually performed live, as most C-level executives are not uncomfortable reading off a script, if there is an issue with speaking live, be that psychological or logistical, the prepared remarks can be pre-recorded, and there will be no discernible difference in sound quality. (Obviously Q&A is “live-only.”)

Q : What is the best time to hold your earnings conference call? Is it best to hold the call a few hours after the release of earnings or is it okay to release after the market and have the call the next morning?

There are pros and cons to both approaches, and it can depend on the company’s geographic location and time zone, and also on whether other peer companies are having calls on the same day. The pros of releasing after the market and having the call the next morning is that it allows you to get some market reaction, especially from sell-side analysts, which will help management prepare for the call. For a small cap company which does not have a large sell-side following this can be a good way to go. For companies with a larger following it is usually preferred to have the call soon after the release of earnings.

I would also point out that a release after market (say 4:01pm) and call at 4:30pm ensures that there is no trading before management has had a chance to comment on the numbers and “control the messaging.” I would also say that you maximize participation outside of market hours, and that international shareholders should be considered if they are a significant part of the shareholder base.

Q: Should you screen the callers for the Q&A portion of the call and is it okay to not let certain analysts or investors ask questions?  

Yes, I recommend that callers be screened because there have been numerous widely publicized incidents of people who have come on calls and asked inappropriate questions. I do not recommend blacklisting anyone from the call unless there is a history of them being abusive. It is also important to limit each questioner to two or at the most three questions each, and if they try to ask more then to ask them to let others have a chance and to get back in the queue.  To give some practical data, in the 12 years in which I’ve hosted quarterly conference calls, for over 50 public companies, and that’s over 200 calls, I have barred three people from Q&A, and cut off another three. We bar people who have gotten through and asked “bad” questions in prior calls, have made trouble on message boards or other forums, or are just people that management knows and prefers to speak privately with, rather than publicly.

Basically, it’s much more common that we have a great and productive Q&A session than we have one in which management is put on the spot by a disgruntled shareholder or where we have to step in and get involved or limit someone. We always try to encourage Q&A and maintain great karma between management and anyone who owns shares and/or has committed time to learning about the company and considering an investment.

Since the Q&A is really a great way to put information out in the marketplace, with the conference call being a public disclosure that is FD-compliant when you 8k it, if there is any information that you really want to make sure gets out there, and you want to make sure you have at least one or two questions in the Q&A section of the call, it is Ok to ask “friendly shareholders” to step forward and ask questions in advance. The herd mentality definitely applies to conference calls. One good question can often beget others!

Q: How long should the call go? Should it be limited to one hour or should you let it go over if people are asking a lot of questions?

In general, earnings calls should have a one hour time limit, particularly if the company is reporting in the thick of earnings season where peer companies are also reporting. However, I think exceptions can be made based on whether the call is during market hours or not and how many analysts and shareholders are in the queue. The most important thing is to avoid situations where management is being put in a position of getting questions that would be better answered off line.

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2015 NIRI Annual Conference: “I [heart] IR” hoodie winner photos #3

We bid (visually) The National Investor Relations Institute 2015 (NIRI) Annual Conference (June 14 – 17, Chicago) farewell with our kindest thanks to the NIRI staff for creating another excellent event. The next “can’t miss” IR event will be the NIRI Fundamentals class this September in Boston.

Scroll for photos #3.  Click here to view photos #1 and here for #2.

PRN_VINTAGE_PRODUCT_FLOW

 

We also had a GREAT time giving out our I [HEART] IR hoodies and mugs! Below are some of the winners. We should have brought more! 

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2015 NIRI Annual Conference: “I [heart] IR” hoodie winner photos #2

The National Investor Relations Institute held its 2015 (NIRI) Annual Conference this June 14 – 17 in Chicago. Our account experts are now having follow-up conversations with the attendees, whom are very complimentary to our three Ps of the NIRI conference: participation, products and presence. Yes, even towards the neon yellow booth uniforms we wore: “we sure couldn’t miss seeing you.”

Ta-da.

Scroll for photos #2.  Click here to view photos #1.

PRN_VINTAGE_PRODUCT_FLOW

We also had a GREAT time giving out our I [HEART] IR hoodies and mugs! Below are some of the winners. We should have brought more! 

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More photos to come!

11 questions answered regarding preparing your first earnings news release

IMAGE_for-PR_darrow3Attendees of the The National Investor Relations Institute 2015 (NIRI) Annual Conference (June 14 – 17, Chicago)  had the opportunity to attended a small-cap IR session taught by subject matter expert Bernie Kilkelly. Fortunately for us, we have Bernie as our expert in our ongoing six-part webinar / podcast series. Please CLICK HERE to listen. Below is insight from our session on earnings releases.   

Q: What is the role of the IRO or the IR consultant in preparing for the company’s first earnings release?

The IR professional manages the release process to ensure the smooth release of earnings information. This process requires significant preparation not just for drafting the release itself but also for the logistics of disseminating the release. If your company is doing a conference call and webcast following the release, the IR professional also manages that process. This involves handling the logistics of the call, preparing the script and Q&A document for the call and most importantly working with management in rehearsing and prepping for the call.

Q: When should the company start preparing for the earnings release?

Preparation should not wait until the quarterly results are available. Instead, doing the work early on related to logistics, planning, and identification of potential issues will allow more time for message development and rehearsals. It is very important to incorporate earnings releases into the annual IR planning calendar. This is so time can be reserved on senior executives’ calendars, not just for the conference call itself but to block out prep time.

You should do this a year in advance – a good practice is to schedule all the quarterly calls for the fiscal year either at one time or on a rolling 12-month basis. When scheduling quarterly calls, it is also very important to consult with the company’s financial reporting team to understand the timeline for filing the company’s Form 10-Q or Form 10-K with the SEC. Many companies try to have the dates for the filing and the earnings release as close together as possible, if not on the same day.

Q: Is it necessary for a newly public small cap or micro-cap company to hold a conference call the first time it reports quarterly earnings? How do you know when the company is ready?

It is important to remember that neither the earnings release nor a conference call is a requirement for a public company. The mandated release of quarterly earnings can be satisfied solely through the filing of the 10-Q or 10-K with the SEC. But in reality, it is a best practice for public companies to issue an earnings release and hold a quarterly conference call with analysts and investors. According to NIRI’s July 2014 Earnings Call Practices Survey, 97 percent of respondents hold a quarterly earnings call. Almost all of the calls are webcast live, and 73% of companies said they provide an archived audio file of the webcast on their IR website.

One of the main reasons that companies hold quarterly calls is for efficiency, especially when you’re talking about a large cap company that has many sell-side analysts following the company and a large number of institutional investors. A conference call and webcast gives the company the opportunity to explain its results to the broadest possible audience while also communicating and reinforcing the company’s strategic messaging. The call also gives management the chance to answer questions in a public forum, although questions typically are asked just by sell-side analysts.

For a small cap company and especially for a micro-cap company, the efficiency reason is not as pertinent. The time and effort to prepare for a conference call is enormous, so every newly-public company should consider whether the return on investment is worth it. If the company only has one or two sell-side analysts and a small institutional investor following, it may make sense to wait a few quarters. Because once you start having quarterly conference calls, you shouldn’t stop having them — that would send a very bad signal to investors. It is also important to remember that conference calls have a long shelf life, being accessible through archives and transcripts, so you must make sure you are ready to put your best foot forward before committing to quarterly calls.

Q: Who should be part of the team in preparing the earnings release?

It is common practice to convene a multi-disciplinary group to discuss the high-level messages for the quarterly earnings release. Participants often include the CEO and CFO, legal, financial reporting, corporate planning and budgeting, treasury, and media relations/corporate communications. The discussion in this meeting should provide the content for the initial draft of the earnings release.

While the release needs to be reviewed by a number of internal stakeholders, everyone involved in the reviewing process must fully understand the highly sensitive nature of the information. The IRO or IR consultant is responsible, along with legal counsel, for making sure that the review group treats the earnings release process as confidential prior to its release to the public.

Once the internal review group has provided feedback, the audit committee of the board of directors and the external auditors should review and comment on the draft earnings release.

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email_bkBernie Kilkelly is a senior investor relations practitioner with over 25 years of experience in designing and running successful IR programs to help companies build shareholder value. His background includes serving as head of investor relations for three public companies in the financial services sector, including Delphi Financial Group, Inc. from 2001 until its acquisition in 2012 by Tokio Marine Group at a 76% premium to its stock price. In addition to serving as a corporate investor relations officer, Mr. Kilkelly has worked at leading investor relations and financial/public relations agencies in New York, including Morgen-Walke Associates, Makovsky & Co. and Robinson Lerer & Montgomery. Mr. Kilkelly is a recognized leader in the investor relations community and has served as a director of the New York Chapter of the National Investor Relations Institute (NIRI) since 2007. He was NIRI-NY Chapter President in 2012 and is currently serving as Vice President-Communications, responsible for the chapter’s website, newsletter and social media.

Connect with Bernie in LinkedIn here.

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Q: What information does the earnings release need to include? How detailed does the release need to be?

A good template for the quarterly earnings release can be found in NIRI’s Standards of Practice for Investor Relations: Earnings Release Content (2013).  According to the standards of practice, a quarterly earnings release should include:

  • Discussion of the quarterly financials
  • Discussion of year-to-date financials
  • Discussion of charges/gains/losses
  • Non-GAAP financial measures
  • Senior management quotes
  • Key events and changes
  • Gross profit or margin, cash flow, and other measures
  • Segment/line of business information
  • Outlook/guidance
  • “Safe harbor” language
  • Financial statements – typically the balance sheet and income statement, plus any segment info or supplemental information

It is always important to show trends in the earnings release. This can be done in the text by discussing percentage increases, but a much better way is to use bullet points or a small table at the beginning of the release to highlight key numbers.

The earnings release should also include the phone and email of a contact person at the company, either the CFO or the IRO, and the phone and email of the outside IR consultant if there is one.

Q: What is the best way to disseminate the earnings release? Is it necessary to use a wire service?

The SEC does not mandate the use of a wire service but it is clearly a best practice to ensure that the earnings release is getting the broadest disclosure and reaching all the important financial outlets. In addition, a good wire service will provide an important editing function since they are used to handling earnings releases and will often spot errors in formatting or other typos.

Q: What documents need to be prepared for the conference call and who should be part of the team in preparing them?

The IR professional is typically responsible for drafting three main documents: 1) a slide deck, 2) prepared remarks that are referred to as the “script,” and 3) a Q&A document to help prepare for the Q&A period of the call. The slide deck is optional but can be helpful in providing a structure for the prepared remarks.

One of the biggest complaints from analysts and investors about conference calls is that the prepared remarks go on for too long, and often include a boring recitation of numbers that have already been included in the earnings release. By using a slide deck, companies can try to keep the numbers discussion shorter and leave more time for high level discussion of strategy and progress toward previously disclosed goals.

The prepared remarks are usually divided between the CEO and CFO, with the CEO providing overview comments and the CFO getting into more detailed discussion of the financial results. The IR professional should ensure that the company’s financial and legal team has time to review the prepared remarks and slide deck to ensure accuracy and compliance with regulatory requirements.

To prepare management for the Q&A portion of the call, many IR professionals research “hot” topics and develop a document that outlines answers to potential questions. This Q&A document often is maintained by the IR professional throughout the quarter. It is also helpful to review questions asked on peer company earnings calls, since many analysts or investors will ask the same question of each management team. The Q&A document should also be used to facilitate a practice session, to better prepare the CEO and CFO for that portion of the call. This practice session also encourages feedback from the senior leadership team, helping to refine responses and ensuring accuracy.

Q: What are the most important logistical steps in preparing for the earnings conference call?

Managing the logistics is equally important to the success of the earnings call. Nothing will derail a good earnings call faster than a phone line that goes dead in the middle of management remarks. Make sure you have a detailed checklist so that nothing is overlooked. The following is a sample list of logistical tasks that should be performed prior to each earnings call:

  • Reserve internal meeting rooms for earnings calls and preparation meetings
  • Reserve audio/visual equipment, as necessary (microphones, sound system, speaker phone, etc.)
  • Arrange earnings conference call with applicable provider, obtain telephone numbers and access codes to provide to those who are authorized to ask questions and those who are not (typically the news media), ensure services include a full transcript and a digital recording of the call, and ensure that service providers do not disclose the date of the company’s call before it is publicly announced
  • Announce the details of the call to investors well in advance, notifying them of the date and time, dial-in and webcast information, and other details for the call; this process includes coordination with third-party data providers, which publicize earnings dates
  • Send the press release to the company’s wire service provider and review the proof:
    • Ensure the Form 8-K and the press release are ready for SEC filing
    • Work with the website team (could be internal or a third party) to:set up a webcast link
    • Ensure posting of documents on website, including the press release, the earnings slides, and any other supplemental information typically posted
    • Set up podcast or audio archive of conference call
  • If applicable, touch base with the company’s social media team to determine appropriate content and timing for social media postings

Q: What is the best time to hold your earnings conference call? Is it best to hold the call a few hours after the release of earnings or is it okay to release after the market and have the call the next morning?

There are pros and cons to both approaches, and it can depend on the company’s geographic location and time zone, and also on whether other peer companies are having calls on the same day. The pros of releasing after the market and having the call the next morning is that it allows you to get some market reaction, especially from sell-side analysts, which will help management prepare for the call. For a small cap company which does not have a large sell-side following this can be a good way to go. For companies with a larger following it is usually preferred to have the call soon after the release of earnings.

Q: Should you screen the callers for the Q&A portion of the call and is it okay to not let certain analysts or investors ask questions?  

Yes, I recommend that callers be screened because there have been numerous widely publicized incidents of people who have come on calls and asked inappropriate questions. I do not recommend blacklisting anyone from the call unless there is a history of them being abusive. It is also important to limit each questioner to two or at the most three questions each, and if they try to ask more then to ask them to let others have a chance and to get back in the queue.

Q: How long should the call go? Should it be limited to one hour or should you let it go over if people are asking a lot of questions?  

The call should have a strict one hour time limit, regardless of how many questions are being asked.

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