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.
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.
Bernie 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.
Q: What documents need to be prepared for the conference call?
The IR professional is typically responsible for drafting three main documents:
- A slide deck
- Prepared remarks that are referred to as the “script”
- 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.