Unless your company has tremendous sex appeal, don't even think about going public in today's market.
By sex appeal, I mean high visibility and obvious potential for growth.If you run a semiconductor company, a gene lab, or a computer manufacturer, you may be able to sell shares in the public market for the first time, even in the wake of 1981's softening market for new issues.
But if you run a company in a quiet, behind-the-scenes industry like packaging or food service, you'll have difficulty attracting either an investment banker to underwrite the issue or investors to buy your shares.
Nonetheless, you can take a number of steps toward going public even if your company isn't sexy enough to sell stock right now. First, discuss the pros and cons with your legal and financial advisers and with business associates who have been through the process.
If you decide that going public is the best way to meet your corporate objectives, you should begin talking to investment bankers right away.Only an investment banker can give you a good idea of how the market is likely to value your firm. And if you begin working with an investment banker soon, you'll be in a position to proceed with the Securities and Exchange Commission filing when the market becomes more receptive.
From now until the market improves, these things should keep you busy:
* Finding an investment banker who will help you prepare and then take your stock to market. Your investment banker will organize a syndicate, including other investment bankers, to market your stock to their clients and others. A company with, say, $1 million to $2 million in earnings should probably look for a medium-sized investment banker. You want to be assured of maximum attention. But it's a good idea to look for a "firm" or guaranteed underwriting rather than a "best efforts" underwriting. A "firm" underwriting means the underwriter promises to buy any shares that the public doesn't.
* Hiring legal and accounting counsel familiar with procedures for public offerings.
* Preparing your registration document for filing with the SEC.
All of this costs lots of money. The underwriter's fee, your largest expense, is generally 7% to 10% of the total price of the shares.
Legal fees for a multimillion-dollar offering can be $50,000 to $100,000. Accounting fees for a first offering ordinarily range from $35,000 to $75,000. Printing fees run from $35,000 to $100,000. Each state where you will sell your stock will require that you register and pay another fee. These fees could cost you between $15,000 and $50,000.
For an offering of $4 million, going public could cost you $400,000 to $600,000. Add administrative and executive time invested by your own personnel, and you have a rather large expense.
Moreover, after you go public there are legal, accounting, printing, and postage fees, as well as administrative expenses involved in annual and interim reports you must make to your stockholders and the SEC.
When you think about going public, you are thinking about a complicated, expensive process that can have great financial results but may add hours to your workweek and many more responsibilities to your position.