Should We Announce Our Conference Participation via Press Release??

We recently answered this question from a smart IRO and thought we should share the “Catalyst View” on the topic.  The questioner also mentioned that it seems companies are announcing their conference participations less frequently than in the past.

We believe the answer is not about “what most companies are doing” – but what makes sense for your company given its size and IR goals. What a mid cap or large cap can do/get away with given the focus their size demands from the sell-side and buy-side, is likely not appropriate for small and microcap companies struggling to grow their audience within a shrinking base.

For small-, micro- and nano-cap companies, issuing a press release about your conference participation is a smart way to leverage your investment of resources and management time to participate, and can only increase your potential for reaching new or less-engaged investors.  Of course, if there is a public webcast, there is a clear Reg FD compliance benefit for announcing your participation and your specific presentation slot.  We think that the sponsoring firm will also appreciate your creating greater visibility for their  brand and the event.

A release also demonstrates a proactive approach to marketing your story to your investors and investor prospects: you are getting out and meeting with investors, something that should be appreciated by most shareholders. The $300-400 wire fee (use the cheapest state or city circuit that gets you the database feed into financial portals) seems a great IR investment.  You can also use the release to direct investors to an updated or current PowerPoint or other IR materials – as well as to remind them of what you do or any particular valuation attributes.

Now let’s talk about a conference release with the greatest impact

We find most companies issue releases with a headline along the lines of “XYZ Industries Announces Participation in Drexel Burnham High Yield Conference.”  We believe this approach is tailored for those who know you – the already converted, but can fail to make it clear what your company does – what sector you are in – unless your corporate name makes it very clear, like  “Anvil Industrial Metal Fabrication Corp.”  A press release that isn’t optimized to communicate to the broadest possible audience, particularly those that don’t know your company, will likely provide far less visibility / ROI than one that helps to clarify what you do such as “Aviation Services Provider XYZ Industries…” This approach should also significantly optimize search engine placement and prospecting email blasts, increasing the number of investors that “click through.”

So we’d suggest something like “Branded Apparel Producer Smith Industries to Participate at Kidder Peabody Consumer Conf. Wed. Dec 7, 2019 in NYC” – that dials in what you do, what it is about AND when and where – so a quick glance would inform a new or existing investor of the opportunity and let them quickly determine if it’s relevant / possible to attend.  Going one step further, if you do plan to webcast your presentation, we would focus the headline on that:

“Branded Apparel Marketer Jones Corp. to Webcast Bear Stearns Consumer Conf. Presentation Wed. April 7th at 11am ET”

The same is true for any email blasts you send to investor targets via BD Corporate or other services – the email subject line should help then assess the relevance – and in this case the market cap might help further qualify the reader’s interest.

So we feel the “to release or not to release” question about conferences and everything else, frankly, should evaluate the use of an enhanced release headline and release content optimized to introduce new investors.  With that added view, the value/ROI of issuing a release becomes more compelling.

We warn you that this advice seems to be largely ignored by the bulk of public companies, and frankly we are not sure that Apple, GE or Caterpillar really need to explain what they do in their headlines (but we’re pretty sure it wouldn’t hurt them). However, the markets have changed dramatically the past few decades and surprisingly IR practices have remained remarkably unchanged.  Unfortunately, with the steady move of capital and sell-side resources to larger and larger capitalization companies – decreasing the pool of interest for small & microcap investments, we believe that not evolving your communications thinking can exacerbate the challenges you face in finding new investment community support and engagement.

The questions that you need to answer at every step of the IR communication process are: Does the approach we have taken in the past make sense for what we are trying to achieve today and in the future? What holds us to the status quo?  What is the downside of trying a new approach? and What’s Our Answer to the Board/C-suite for why we are doing things in a certain way?

Why Distribute “Negative” News?

A client recently questioned why Catalyst would recommend sending out a release to our stakeholder email list when it contained “bad news” i.e. a preannouncement of disappointing results?

It was a valid question from someone new to the IR role, so we thought we would share our advice more broadly.

 

 

For investors, the guiding rule is to keep them informed – as they are owners of the company and all news (good and bad) is important. News flow is valued as it drives stock prices in the short and long term. A regular stream of news also helps builds trust that a Company is keeping you well informed. Seeing that a company doesn’t “cherry pick” its news flow, gives investors comfort that they don’t have to wonder if something has happened behind the scenes – particularly if the share price is volatile.

In the long term, news is neither good nor bad but a string of data points on a long road that keeps investors informed and updated on a company’s outlook. Good and bad news triggers buying and selling which equals “liquidity” – a critical aspect of public investments. How we deal with these business data points can also affect buying, selling or provide comfort to keep holding.

Knowledge and the comfort that you are being made aware of key factors is what enables investors to remain engaged in a stock. Uncertainty about what’s going on in the business or concern that management night not be fully transparent on major issues – causes smart investors to exit, as they recognize they are handicapped in their decision making.

We regularly counsel our clients that it’s better to deliver bad news quickly and with full transparency – rather than seek to delay or hide it, because the impact of the news will become apparent eventually in either case. There is no denying that bad news will cause some investors to sell some or all of their stock – but in the former case, the credibility you build by being forthright – makes it far more likely the investor will reenter your stock when the issue is behind you.

But if an investor feels surprised or misled by management due to omissions or delay – it’s highly unlikely they will EVER return to your company – and their negative perceptions can travel to other investors – as Wall Street is close knit community. Considering this dynamic makes doing the right thing in disclosure an obvious decision.

Getting back to the issue of distributing unfavorable news – with respect to your customers, customer prospects and/or partners that may also be on your distribution list – we offer similar advice. Because most industries tend to be very insular “fish bowls,” news gets around with great speed – often aided by your competitors! Given this reality, can you realistically believe you can succeed in only sharing good news and trying to suppress the bad within your industry group. Is it realistic to assume that “they might not ever learn about it…” if you try to keep something quiet? Of course our answer is “no” and it’s backed by experience.

With respect to Wall Street, we strongly recommend getting ahead of the rumor mill by:

1) moving as quickly as you can,
2) framing the message in your own words and with proper context,
3) putting the news in investors’ inbox and pushing it to the channels investors and analysts monitor,
4) following up with key analysts, investors and media to make sure they saw the news, and
5) being available and proactive in addressing the inevitable uncertainty and questions from key stakeholders.

This approach should lead to better responses to disappointing announcements because the communication will best reflect the perspective and balance you provided. It should also help accelerate putting the situation “behind” you and importantly, it just may remove a motivation to SELL prior to more broad dissemination of the news/ rumors. In a word – it helps to inoculate you from further impact from the situation – by eliminating any perception of acting before the news is fully reflected in a share price.

Thinking from the investor’s standpoint, it is far better – and less scary – to learn of challenges from the Company itself. Certainly, we all learned this lesson as kids when confronted with disclosing the “small dent” in the family car! This requires prompt and clear communication – and requires a policy of sending out all newsworthy announcements with the same policy.

To pretend that if you don’t inform these constituencies – they won’t find out – makes little sense and has not been true in our experience over the years, particularly with the brightest and most engaged investors (who tend to exert the most influence).

While a slight of hand might work with stakeholders who pay little attention – if they are tuned out, how important can they really be? In the end, we know that your most important constituencies will likely be influenced by how you handle such situations. We believe your credibility stands to benefit from open disclosure – so why risk the reputational damage of being viewed as less than forthright with Wall Street.

In closing, our experience has shown that success in building relationships on Wall Street is a marathon – not a sprint – and you need to maintain your pace both uphill and down. Persistence and balance is required to reach the finish line, and along the way your fan base will grow if you build the right profile.

If investors sense communications inconsistencies, however, Wall Street interest can disappear overnight, without a word. While this silence can be mistakenly viewed as success for a less than forthright strategy, the more telling disappearance of their capital from your equity, along with polite declines for future meetings, is the true consequence of failing to execute credible IR communications.

At the end of the day, the answer to most IR questions is a question: “What would I want a company to do if I were an investor?” The follow on question is – how would that make me feel about the Company and its management?

This “karma” approach has guided our IR efforts for decades with repeated benefits. Please call us if you’d like to learn more!
The Catalyst IR Team

Who Are Our Investors?

Each quarter investors, management and investor relations teams eagerly await institutional investor “13F” reporting of securities held at quarter end. These reports are due within 45 days following the close of each calendar quarter.

Yet 13F reports, mandated by the Securities and Exchange Commission, leave many C-suite executives wondering, “Why is my list of reported investors so short? Where have all our investors gone?”

These questions have several answers, particularly in the case of small and microcap stocks, which Catalyst reviews below:

SEC Section 13(F) filing requirements only pertain to institutional investment managers (investment advisers, banks, insurance companies, broker-dealers, pension funds and corporations) that exercise investment discretion over $100 million or more in “Section 13(F) securities.” Note that many fine and credible “smicrocap” investors can fail to meet this
reporting threshold
, yet have the potential to own 5%, 10% or even more of a company’s equity.

  1. Form 13F filings are only required for designated Section 13(F) securities, which are identified by the SEC each quarter and published on their website (here). Common stocks listed on the NYSE, AMEX and Nasdaq are usually on the list, whereas most OTC Markets (OTCQB, OTCQX and OTC Pink “Pink Sheet”) stocks are NOT on the list.
  1. Managers may omit the reporting of holdings if the Manager holds fewer than 10,000 shares and less than $200,000 aggregate fair market value (including options to purchase such amounts) at the end of the quarter. Option holdings must be reported only if the options themselves are designated Section 13(F) securities.
  1. By definition, retail investors and smaller sub-13F level managers can account for a substantial portion of a smicrocap’s share base and are also not included in these reports.

Strangely enough – and contrary to many investors expectations – public companies themselves do not keep track of their investors. That job is handled by an independent third party known as a transfer agent or registrar along with brokerage and investment firms who buy and sell securities for their clients. Because shares change hands each day, a record date (a specific day on which you are seeking to know who owns your shares) must be provided with any shareholder search request.

 

How Can I Identify Shareholders Not Reported on Form 13F?

To answer this question, we first need to consider the ways that securities are held:

  • Registered Shares: shares that are tracked by a Transfer Agent or Registrar and either held in certificate form by the shareholder or held by the transfer agent/registrar in certificate or electronic form are considered “Registered Shares.” A public company can request a list of registered shareholders from its transfer agent for a small fee. However, few shareholders in the U.S. keep their share ownership in registered form.
  • Street Name Shares: This category covers shares that are held “in custody” in brokerage or investment firm accounts. These shares are not registered in the individual owners’ names but instead are registered in the (Wall Street) investment firm’s name – where we get the term “Street Name.” The investment firms are responsible for keeping track of share ownership for each of their clients so at the close of each day they can tally the shares held by each of their clients in each security.

To keep track of all of the Street Name holdings, each firm or custodian holds their shares in accounts at the Depository Trust Company (DTC), or its nominee, Cede & Co., which serve as the central depository institution in the United States. As a result, DTC is the holder of record for most public share holdings.

For purposes of shareholder identification, Street Name shares are divided into two categories. The difference has to do with a decision investors make about sharing their identity with the Company’s in which they invest. In opening a brokerage or investment account, investors specify whether they “object” to sharing their name and contact information with the issuers in which they invest.

Shareholders who wish to keep their investment holdings anonymous – as far as the issuer is concerned – “object” to sharing their identity and contact information with the issuer. These shareholders are known as Objecting Beneficial Holders or “OBO’s” and conversely, those who do not object to making their identity known are known as Non-Objecting Beneficial Owners or “NOBOs.”

A great overview of shareholder communications issues (which we have used as a source for this article) is found in a (48 page) white paper submitted as a comment to the SEC by the Council of Institutional Investors:

The OBO/NOBO Distinction in Beneficial Ownership:
Implications for Shareowner Communications and Voting
Alan L. Beller and Janet L. Fisher, Partners,
with the assistance of Rebecca M. Tabb
Cleary Gottlieb Steen & Hamilton LLP – February 2010
https://www.sec.gov/comments/s7-14-10/s71410-22.pdf

This white paper asserts that “An estimated 70-80% of publicly-traded shares are held in street or nominee name…”  Further, “over 75% of customers holding shares in street name are OBOs, and 52-60% of the shares of publicly-held companies in the United States are therefore held by OBOs.” Of course, these figures can vary with each company – but they demonstrate the challenge companies face in identifying their investors!

Request NOBO and Registered Shareholder Lists
Public companies are able to request a list of their registered and NOBO shareholders as of a particular record date. Typically, shareholder list requests are made through an intermediary, Broadridge Financial Solutions, for a modest “per account” fee. The search is conducted across all the participating investment and brokerage firms to provide a listing of the accounts and share amounts held for a particular security on the record day.

However, the NOBO list will not indicate the broker or financial intermediary’s identity. The NOBO list, plus the registered shareholder list (provided by the transfer agent), represents the best window on share ownership; however, as we referenced, it typically addresses less than half of total shares.

How do I reach OBOs?
While OBO’s have requested to keep their identity unknown, it is possible to communicate with them through an intermediary such as Broadridge, just as is done each proxy season. To reach OBOs, issuers can develop a written communication that they provide to Broadridge which will then be forwarded to each OBO via mail or email, depending on their communication preference. In that communication, you can ask the OBOs to respond with their contact information if they would like to be in direct contact with the company. Of course, this does not provide the issuer with any information as to the specific ownership size of any of its OBOs – but is one avenue to engage with this enigmatic base of shareholders.

We hope this brief overview has proved helpful in explaining the complexity of shareholder ownership and the various third parties that assist with this process. Please contact Catalyst IR if you would like to learn more about these issues, to discuss ways to engage with your shareholder base, or to discuss other investor relations issues.

 

Chris Eddy & the Catalyst IR Team

Thoughts on Making Investor Perception Surveys Earn Their Keep

Non-GAAP Financial Disclosure in Earnings Releases

Astute readers of the WSJ and accounting geeks from
coast-to-coast have no doubt heard that on May 17, 2016, the SEC issued a new and
revised set of best practices for public companies regarding non-GAAP financial
measures.  


The first lesson is that the SEC IS paying close attention to where, when and how you utilize non-GAAP measures, and they should be used to augment your disclosures – not as a replacement for GAAP reporting.  


Two of the top ways for Issuers to avoid an SEC comment letter are;

1.  Use good judgment to ensure GAAP and non-GAAP measures are equally prominent in quarterly earnings releases – both headlines and release text and tables. 

2.  Quotes from the C-Suite should not promote ‘record’ non-GAAP measures if the comparable GAAP measure is not in lockstep.

Rather than summarize the
findings, Catalyst invites you to read a very well written memo from our
friends at Skadden, Arps (and there are others publicly available from
other prominent law firms.) 


The Skadden brief can be found via the following URL;

https://www.skadden.com/sites/default/files/ckeditorfiles/The_Use_of_Non_GAAP_Financial_Measures_A_Disclosure_Guide(1).pdf

Additionally, NIRI National hosted a conference call last week on the same topic and it’s replay can be found here;

https://www.niri.org/professional-development/webinars/archived-webinars/list/archived-webinars-2016

Catalyst has always been a proponent of transparent
disclosure and communication and helping investors to look through some of the “noise” in financial reporting to get at recurring, sustainable trends trends.


 The use of
non-GAAP financial measures helps provide this very service and continues to be a valid tool to help investors analyze income statement measures and cash flows.  The SEC edict, however, is a smart reminder that there are some fairly clear guidelines on what is and is not appropriate.  This were of course developed in response to a relatively small set of public companies that were pushing the envelope a bit too
far – and ultimately used such measures to paint pictures that were not sufficiently reflective of the actual financials.

Investors deserve a consistent and easy to understand framework
in this complicated era of financial engineering and reporting requirements.  ‘All things in moderation’ is a great slogan
to help markets avoid the volatility and excesses of the last twenty years.  It works for us and we hope this note and accompanying brief will be helpful in your disclosure efforts. 

The Catalyst Team

We Offer a Snippy Response to IR’s Three-Peat Dismissal of Social Media

Responding to an informed blog post by PR Newswire about the black-balling of social media with the halls of IR-dom, we vented our spleen a bit in embarrassment of the position being taken by a majority of IR professionals.  


http://irblog.prnewswire.com/2016/03/29/investor-relations-social-mediocre/
Investor relations and social medi(um) to luke warm


Last week, the shareholder communications sphere experienced the hat trick of “IR and social media” reports coming from three independent studies. No surprise to anyone in the niche – all reports were aligned…. 
Our Snippy Response – Posted on the blog:
Bless you for covering this topic and taking the risk of coming to a different conclusion than the IR pack – the same group that has standardized on “XYZ Enterprises, Inc. Reports Fiscal 2016 Results of Financial Operations” as the preferred headline template for optimizing exposure of their Company and 1/4ly financial performance or the headline template “XYZ Enterprises, Inc. Board of Directors Declares Regular Quarterly Dividend” to turbocharge visibility of this capital allocation strategy (and decides the actual amount of the dividend should remain hidden like a present in the release body). 
That the conversation is going on and a meaningful base of investors are engaged in social media of various types should certainly not dissuade those charged with investor relations to try to shape that dialogue with company prepared and vetted communications and disclosures. Far better to just ignore it and pretend that everything is just fine – certainly the market can take care of our reputation better than we can. 
I can certainly see the comfort of being completely satisfied with the breadth of your visibility and the clarity of investor perceptions, such that you needn’t lower or burden yourself with putting a toe into a new medium. Unfortunately, in my unsightly career – I’ve been saddled with fabulous clients that weren’t in such a great position – and so we have utilized this scary medium in a prudent way to help raise their visibility. 
Finally – how can the investors who’s opinions the surveyed IR practitioners value ever become more engaged in social media if 73% of IROs refrain from engaging? Nice work – hold them off at the pass. And we wonder why the IR profession is not held in the esteem we all think our role deserves – perhaps if we all try harder to lead than to follow – our perceived value might receive a boost.
To which we add here:
Yes – we know social media is new, different, not in our control and potentially scary.  No one ever got fired for a Tweet they never made – yet…  But when you review the medium and its potential to expand the reach of your communications, it’s hard to come to the decision that it’s not worth a few minutes a day of your IR team’s time to reach the investors AND JOURNALISTS & BLOGGERS that are active in social media. 
Social media solves the perpetual problem of pushing your news out to the very same people who are already watching.  You issue a release and it goes into a “digital drawer” with your company name and symbol on it.  Few will every see it if they don’t know your name or symbol.  Social media is a way to drive traffic to that drawer; to find new investors and others who are passionate about elements of what you do, and to demonstrate a willingness to invest in all channels of communication – not just the ones that you control 100%. 
Finally – the party is going on with our without you.  How long will you be able to ignore how they are characterizing you at the party?  Is there any other global medium that you are able to ignore or not seek to influence with your perspective and disclosures?  
Abstention is likely due one or more factors:  1) Don’t understand the medium and/or are afraid; 2) concern about potential negative feedback; 3) Just say nothing legal/disclosure posture; 4) Too busy already – no bandwidth for another task; 5) would have to figure out how to do it and put in place procedures and policies; 6) don’t want to get sued or fired for a Tweet; 7) too much work to convince management and I won’t get paid more for extra effort, etc.  
Upon closer examination – these fears / issues can be solved – and most rational managements can be persuaded that engagement at a prudent level – is better than abstinence – and frankly lowers the risk of social media damage – rather than increase it.  

Mr. Fink, Don’t Blame Corporate Profit Guidance for Wall Street Short-termism

Wall Street Short-Termism – Companies and Their Guidance are
Not to Blame
 
While we applaud Larry Fink and other Wall Street leaders’
speaking out on the dangers of investment short-termism in Wall Street, we are
not convinced that the corporate profit guidance practices he critiques are the
cause of short-term thinking in Wall Street. We also find no small amount of
irony in Wall Street pointing the finger at companies. We do share his concern
about a dearth of longer-term thinking and capital allocation in Corporate
America, as that does seem largely missing from Wall Street yet critical to
long-term growth and success.
In theory stocks are valued based on the expected future
financial performance of the underlying company. Management guidance – profit
or otherwise – is an attempt to help investors understand where the company
thinks it is going, and who should know better than the company itself? Absent
corporate guidance on where the financial chips are expected to fall, Wall
Street picks up the slack and provides its own estimates to shape investor
expectations. Headlines and post-reporting trading activity tend to focus heavily
on results vs. the expectations codified in consensus estimates, and sales
calls go out encouraging investors to react to this short-term progress measure.
In this context, Mr. Fink’s suggestion to reduce or
eliminate company-provided data-points and perspective regarding where it is
going and the anticipated impact on its financial performance does not appear
to benefit to anyone. In fact, the less guidance companies provide, the more
likely Wall Street expectations can become off kilter. Such a divergence can
only reduce investor confidence in the visibility of future financial
performance, with a corresponding reduction in the company’s valuation – an
unfavorable feedback loop resulting from Mr. Fink’s suggestion.
In our view, the real problem is not profit guidance but the
Wall Street business model that makes active trading far more profitable than
buy-and-hold investing. The whip-sawing of capital in and out of various
investments generates commissions on each transaction, and in the case of funds
offered by Mr. Fink’s firm, their fees/loads are higher the more frequently assets
are moved from one fund to another.
So it seems to us that the structure of asset management and
performance fees, along with fund advertising/marketing that highlights
short-term performance to attract new investment (or defend existing
investments) is a principal driver of short term thinking, not corporate profit
guidance. We also believe that the genesis of activist investing is principally
rooted in the growing pressure to accelerate shorter-term investment returns.
Wall Street has set up the rules of the game of current
markets. It is this ecosystem that must take responsibility for the pressure to
deliver short-term performance – as well as the corporate response to dealing
with this very apparent set of rules.
The rapid growth of the volatility and short-term focus that
Mr. Fink seems to critique is not unrelated to the corresponding decline in
average Wall Street commissions. Increasing transaction activity has been
required to make up for lower commission rates, but this trend creates clear disincentives
for supporting long-term investment strategies.
So rather than blaming corporate guidance and disclosure
practices, perhaps Mr. Fink and his cohorts should ask whether they have done
all they can to create business and compensation models that support a longer
term investment view.
We would guess that there is much that BlackRock could do to
refine its methodologies, business model and communications to focus its teams
and customers on long-term results. That effort would help foster an
environment where companies could feel more comfortable to do the same with
their strategies and investments.
The securities industry and the financial media could go a
long way to helping in this endeavor as well, to wit – one of our clients
recently reported very impressive year over year improvements in its business –
and yet the Wall Street response was to ignore the 44% revenue improvement year
over year – and the $7M positive swing on the bottom line.
Instead, the media coverage and trading activity ignored the
impressive improvement and instead focused on the Company having “missed” the
revenue estimate and the bottom-line estimate of just one analyst covering the
stock. The company in question provides no profit guidance, is making long-term
investments in its business that Mr. Fink would applaud – but the market
reaction was the same. 
Given this orientation toward the precise predictions of
near term results – with or without a company’s help – is a company to blame
for trying to help shape Wall Street expectations with profit guidance? Who takes
the reputational hit when a company “misses” expectations set by Wall Street? From
our experience it is the Company, NOT Wall Street. We’ve never seen a headline that stated that analysts “missed” the
quarter.
For these reasons, we believe it is an investor relations
imperative that companies do all they reasonably can to inform investors on
their plans, outlook and financial expectations. This effort helps ensure that
third party expectations are as in-line with those of management as possible. Explicit
earnings guidance is one such means of achieving this goal, however there many
less granular ways of achieving the same thing.
Lest small or microcap companies take Mr. Fink’s advice to
heart – their plight is even more challenging as their limited visibility,
sponsorship and liquidity create even greater volatility in their share price
around financial results – and greater vulnerability to perception risk. These
factors provide a solid real-world rationale for working to shape investor
expectations around financial performance in the near term – the next few
quarters – as well as the long term.
While we completely agree that allocating capital and
resources toward long term strategies and goals makes the most sense, as long
as Wall Street gets to “vote” on our clients’ success in real time over 23,400
seconds of each trading day, 5 days per week and is not compensated based on a long
term performance, we find it hard to counsel our clients to buy into his
vision.
Instead, we believe companies should do an excellent job of
explaining their vision, their goals and plans for the long term, as well as
preparing investors for the consequences of those decisions in their near term
results. The more helpful detail they provide, the greater comfort and
confidence investors will have, and the more likely (not less likely) that
investors will be motivated to hang on for the long run too. Though we set out
to drive 2,000 miles to a distant city, does that mean that we must ignore the
guideposts and gauge readings along the way that help us understand how we are
doing in our journey and how well resourced we are to get there.
But kudos for at least raising the topic – as more and
better longer term thinking and capital allocation will lead to better long
term investment outcomes, which is good for all. But we are concerned his
prominence might unduly influence companies to follow his lead, particularly
those in the small or microcap realm – and find themselves in a worse position.
David C. Collins
Managing Director, Catalyst Global
New York City

February 9, 2016

Risk vs. ROI in Providing Embargoed Material News to Media

In response to an IR community
inquiry about providing 
an embargoed copy of an earnings release to
the media an hour prior to its issuance, we wrote the following advice on such
practices that we are sharing here as well. 
The specific inquiry said that the
Company’s CEO had been invited to appear on a “well-known” financial
news program just after they report quarterly results. The producers also asked
if the Company would provide them an embargoed copy of the earnings release
about an hour early so the host could digest the news, the program could
produce graphics, etc. to support the segment. 
Here’s what we said: There is no one
size fits all answer to this question – but you are free to share the news with
them in advance – but it does expose you to a modest risk should they act on
the news (trading) or report the news in some way in advance. Working
with reputable news organizations – that risk is virtually nil and therefore
not one that would inhibit my proceeding – but like everything – you have to
consider the ROI – does the expected benefit outweigh the modest risk? 
And from a legal standpoint, you can protect yourself by
asking the journalist to confirm in advance – email would be fine – that they
acknowledge they are receiving material news in order to help their interview
preparation – and that they understand they cannot disclose any of this data to
any parties and that any trading or other action using the provided information
would be in violation of Federal Securities laws (and that in the event of any
inquiry, you would disclose to authorities that you have shared this
information with the media source under embargo, along with the related
communications. 
The bigger question would be – to what extent do you think
the content of the release will help them in developing interview questions
that well best support the messages you seek to tell? If you think more time
with the release will lead to a far more effective interview – then I would
proceed with sharing an embargoed release.
Are there issues or themes that require more time to
consider – such as charges or other surprises vs. market expectations or other
new data that would take time to digest?
Is the source of the outperformance or underperformance easy
to discern – if they don’t have an advance look? 
Will their advance preparation enable them to dig deeper,
perhaps on industry issues or other elements on which you would prefer to not
be in focus? 
You also have the ability to share with them the qualitative
commentaries in the release – and perhaps the conf. call script – rather than
the numbers – that would get them on message without providing them with
material earnings data. 
IR is all about building relationships and credibility. Demonstrating
trust and working with the media to help them do their job can have long term
benefits in terms of future coverage and their willingness to listen to your perspective.
 Saying no to the request will not help your being considered for future
media opportunities.  
Lastly, we would argue that the smaller your company is, the
harder you have to work, the more such risks you need to take, to position your
company for media coverage. Larger companies can get away with doing less
(not that we recommend that!) because they are more likely a “must
cover” story.
Hope that helps!

Catalyst Global

Initial Thoughts on Goldman, Sachs’ Q3 Reporting Experiment

We’ve provided some screen captures of Goldman, Sachs quarterly results reporting as
it appears on TD Ameritrade this a.m. The same analysis can be performed on
other financial portals to judge the success and efficacy of the alternative approach. 

Clearly the financial community was poised for the report and the news flow was seemingly unimpeded by the change in disclosure methodology which eliminated paid wire service dissemination in favor of a website led disclosure supplemented by Twitter communications. 

Note that in order to achieve broad instantaneous disclosure
of its financial results outside of its website and Twitter activity, we have
been told by reliable sources that Goldman provided its news release in advance
to certain financial media, such as (we presume) Dow Jones, Reuters, Bloomberg
etc. so that they could prepare the content and report it simultaneously with
the web release. 
A few cursory observations on
how it went
(from TD Ameritrade’s news sources – example screen grabs provided below
):
  • In our observation, Goldman’s release appeared
    on their website at 7:35am ET – possibly 7:34am ET however, Dow Jones’ headlines started reporting the results at 7:33am ET. 
  •  From our observations, the Zack’s coverage,
    while it says 7:06am ET, did not appear prior to the Dow headlines and seems to
    have been “post dated” in its posting to 
  • None of the Goldman headlines on TD Ameritrade provide direct links to the full content of the Goldman release – whereas in the Q2
    reporting cycle the full text of the release is accessible by clicking on a series of Dow Jones
    headlines.
  •  The absence of a broad, simultaneous distribution
    of the entire news release to financial portals such as TD Ameritrade remains our principal critique of
    the website-driven disclosure.
  • Even the
    advance notification of certain major financial media such as Dow Jones did not achieve the same level of access to the source content (the actual release) as did Goldman’s previous paid wire service distribution.
  •  Also, anecdotally, the first MarketWatch Clip today was at 7:40am ET vs. 7:37am ET for Q2 reporting.  

Again, while we do appreciate the attempt to innovate, we do hold innovation to a standard of efficacy and relevance and for that reason we’ve gone out of our way to raise caution about this new approach for Companies considering it. 

The analogy that comes to mind is that if we needed a document to “absolutely, positively” be somewhere the following morning, we would utilize one of the major overnight courier services, rather than to construct our own distribution channel of fast cars and fast drivers to achieve the same goal.  It just does not seem that safety or efficacy were served in this experiment, but we welcome any evidence that in fact this is a far better idea. 
The Catalyst Global Team


Goldman Sachs Q3
Reporting Headlines

as Appeared on TD Ameritrade on October 15, 2015



Goldman Sachs Q2
Reporting Headlines From July 16
th as appear today on TD Ameritrade 
(Release issued via a Newswire Service at 7:35 a.m. ET)



 


    Looking at other disclosure sources we find the following issues:
    
    Bloomberg.com:

    Goldman’s Q3 results are not listed in the Press Release section for Goldman on Bloomberg.com – not a terrible issue given that some coverage of the results appears on the website – but not an ideal result for 1/4ly results. 


     Similarly, on TD Ameritrade when searching on press releases, Goldman’s Q3 results are nowhere to be found – again not a desirable outcome. 



    Reuters.com:

    Goldman’s Q3 results are discussed in a news item on Reuters but the full text of the results is not available on Reuters news page for Goldman. 


    Zacks.com:

    Here’s the news item attributed to Zacks but we don’t believe was issued until after the release was posted to the website around 7:34 or 7:35 – it’s time stamp of 7:06 am therefore appears to be incorrect.  While not a major issue, it does raise a question as to the accuracy and reliability of data that gets reported and then consumed by investors.