On this episode host Erik Zhou welcomes Barrett Daniels, the co-leader of US IPO services at Deloitte. Drawing from his two decades of expertise in guiding companies through the IPO journey, Barrett takes us on a deep exploration of the process – from the pivotal board decision to the exhilarating moment of ringing the bell at the stock exchange.
On this episode host Erik Zhou welcomes Barrett Daniels, the co-leader of US IPO services at Deloitte. Drawing from his two decades of expertise in guiding companies through the IPO journey, Barrett takes us on a deep exploration of the process – from the pivotal board decision to the exhilarating moment of ringing the bell at the stock exchange. And, he notes that in many ways, the real work actually begins once the IPO is over.
Barrett also reviews the current IPO landscape and the evolving motivations behind companies opting to go public. He outlines some of the areas that he’d like to see improved in the IPO process and top considerations for companies as they look to get IPO ready (hint: it’s extremely important to have the right team in place!). He notes that organizational preparedness is of course crucial to a successful IPO - companies have to have accurate forecasting, good audit completion times, and controls in place.
If you're curious about the dynamic world of IPOs or thinking about what the process should look like for your company, this episode is a must-listen.
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Barrett: [00:00:00] Once the IPO is over, that's when the real work begins in many ways.
Announcer: Welcome to Controllers Classified, the podcast where we take a deep dive into the dynamic world of controllers, accountants, and finance leaders, and hear how their ever evolving roles are redefining accounting and the future of business.
And now, here's your host, Eric Zhou.
Erik: Welcome to another edition of Controllers Classified. I'm your host, Eric Zhou, the Chief Accounting Officer at Brex. And today, I'm honored to have Barrett Daniels with me on the podcast. Barrett is the co-leader of U. S. IPO services at Deloitte, and he's been focused for the better part of two decades on IPOs in his career.
Over the past, he's worked on 50 of those transactions. And I'm looking forward to knowing all that Barrett has to say about this market. Barrett, welcome to the cast. [00:01:00] Hey, Eric. It's great to be here. Maybe just to start off, what got you into this work, specifically on IPOs and what makes you keep coming back to it?
I know you've kind of worked on different angles on this service.
Barrett: IPOs is just where I have found my comfort zone, right? And not to get into, you know, the therapy behind it, right? But like, I am very comfortable in chaos, right? And IPOs tend to be quite chaotic environments. And so, It does keep pulling me back.
For a quick story, right, to go back as to how I ended up here it is really in accounting what I found to be the most interesting place to be. So, you know, when I was in college, back a million years ago, trying to figure out what I wanted to do with the rest of my life, I found I was good in math. And so, and I wanted to be in business.
And so I just was Felt myself being pushed into this direction to be an accountant. And then I graduated and before I knew it, I was an accountant, right? And wasn't really sure what I wanted to do in [00:02:00] that world. I never felt. entirely comfortable until I stumbled into this world of IPOs and just thought, this is crazy.
Like, and where the rest of finance always felt pretty conservative and methodical and kind of, tame, right? For the most part. But then I found this little piece of it that just was super interesting, super exciting. And I got to meet a lot of new people in it and really felt like I found a way to Express my own personality within my profession and within accounting in this IPO world.
And so, for all these reasons it's just something that I find interesting and it just keeps pulling me back. Like, I don't know about you, but for me, work needs to be interesting or I just can't get into it, right? And so, finding this, I feel very fortunate to have found this path. And been able to work on something that I really like and really find interesting, that's constantly evolving and all this stuff over the last 20 years.
Erik: So your overall practice lead at Deloitte. It's a big four firm. You know, obviously, you have a great reputation at the firm level, you yourself as well. You know, what about the fact that since you're an IPO services leader, you worked on different industries? I'm assuming it's not all going to be like in tech or SaaS or in manufacturing, like, like, you know, how do you juggle, is that part of the chaos that you're talking through or like, you know, what is, define for me the chaos that you mentioned?
Barrett: Well, sure. So a couple of things. One one of the other things I like about IPOs is it is pretty industry agnostic, right? Like it's helpful to understand an industry well, don't get me wrong, but at the same time, you don't necessarily need To know the industry, you know, backwards and forwards in order to help a company through the IPO process.
Because my focus is on things that are applicable in every IPO, right? Regardless of industry, like getting your filings done, getting your quarters put together, making sure you have the right KPIs, like all of these kinds of things are going to be important by and large for pretty much any [00:04:00] company that is deciding to go public.
And so that is one of the things that, that I quite like about it. Now, in terms of the chaos, it's because They're often moving so fast, right, like it's not like These well thought out processes typically, it's usually like everybody has a full time job at the business cranking away and the business is just killing it by definition, right?
Like, or it wouldn't be an IPO company, but I just say that to say everybody in the company is going to be jammed and super busy. And then all of a sudden somebody, the board, drops an IPO on your plate, right? On top of your already job that's already keeping you super busy. And so just by that, there's going to be an aspect of, how do I get this done?
And what even is this? And so, again, IPOs, I've never described them as super complicated. They're just different, right? And so, if you hadn't done one before, it's just a sort of a different cap that you've got to put on to get through that [00:05:00] process. And not everybody is great at doing that, at making those pivots.
And so, I also find it super rewarding because oftentimes, in these situations that I've just described, you are really helping. Because the company one, either they're not quite clear on exactly the path they need to take and what they need to do, or they're just too busy and so in or both.
And so in these instances, I'm coming in and I'm actually taking work off of their plate. So there's just this natural appreciation to it. And then if you've been through the process 50 times, a hundred times, whatever the case may be. You're surprised less, right? I would never say I'm no longer surprised.
I'm still surprised through this process, but surprised less. And as a result, I don't get as worked up about things that, that I used to. When I first started doing IPOs, I saw the world as much more black and white. And that's probably because of my on it back, right? I used to think this is the way you have to do it and there's no other way around it.
But now that I started advising companies through [00:06:00] IPOs and as part of this working with all of the audit firms, right, not just Lloyd, but everybody, you see that there are little differences about ways companies can do this. And not only that, not only do the firms see things differently, the SEC sees the world a lot more gray than I think a lot of people believe, right?
And so being able to learn it and understand that there's more than one way to do these things has also helped me. Not get too worked up when everything else seems to be chaotic because I've probably seen it and so the chaos just comes with all the different pieces you have the things that I mentioned before, but you also have new teams of people.
You have a bunch of attorneys running around. Your audit team is like tripled in size. They're asking for a lot more memos than they used to. And IR folks asking for stuff and it just becomes such a heavy lift that chaos is just a natural part of it.
Erik: Prior to joining Deloitte, you had founded your own IPO services [00:07:00] firm called Next Step Advisory Services.
You know, when you founded that, and I think it was In 2014 were you, did you do that because you saw something missing in the market for these services? Like, what were the gaps that you were trying to potentially solve with that business?
Barrett: Honestly I just really loved doing IPOs. And I really found this as a way to do more of them and to do them kind of my own way.
Right. But also I felt that I wanted to work with people that I liked and I wanted to have fun. I mean, truthfully, if I go back to then, right, it's 10 years ago now, I was pretty naive. Right. I really thought it was going to be super easy. And in parts of it is right. There are times like I already knew how to help companies navigate the IPOs.
But running the business was just this whole different ballgame that really has its own unique challenges. But ultimately, I wasn't, I wouldn't say I was necessarily trying to fill a gap. I was [00:08:00] trying to have fun and work with people that I liked and do something that I thought that me and my team were good at.
And get some joy out of that, right? I've, I'm on this eternal quest for happiness, right? That's just my goal in real life and professional life, right? And I saw a place to where I could, I felt be as happy as I could possibly be at that point in my life.
Erik: I'm sure you've heard these analogies left and right throughout your career. Like in finance, people compare the IPO to the Super Bowl. And so you've done basically like 50 Super Bowls, and, or they compare it to a wedding, you know, like the wedding day, it's all this prep for the wedding day, etc. And what ends up happening is Something always goes wrong on your wedding day. Five things will go wrong as much as you prep.
In the Super Bowl, you have to make adjustments at halftime. You know, going into the second half. And so it reminds me a lot of that. And like, there's a deadline. You're trying to go, you've already filed your S1. So you have a limited amount of time to get your stuff out there. For the [00:09:00] transaction.
Barrett: I really like the wedding and marriage analogy, right?
Like the IPO is the wedding, but just when the IP O's over doesn't mean you're done. Right. Doesn't mean you're done trying you, then you've gotta maintain the marriage. Right? And like, and that's no super easy task. I've been married for forever. It's a marriage is work too, right? But like point is like once the wedding is over, it's not done.
Same with the IPO. Once the IPO is over, that's when the real work begins in many ways, right? And so, I love those announced.
Erik: Moving on to kind of like your experience with IPOs and the trends over your time, you know, back in the 90s and 2000s, companies had to IPO to get capital, right? We saw that all the time.
A lot of tech companies back then in Silicon Valley, they went IPO so they can get risk capital to fund their business. Recently, in the last 10 years or so, the VC ecosystem has grown so much, I think a lot of companies are just staying private because they've gotten huge 10 [00:10:00] million, 100 million checks at times to fund their business.
What's your take on how all that's evolved and where do you think some of that is going into the future?
Barrett: Yeah, you're exactly right, right? That used to be the reason for companies to go public way back when I started this 20 years ago or whatever. You would go public for that big check. Right? Because you couldn't really get it in the private markets, or at least it was very hard to get.
Where nowadays, it's more a discussion around prestige, right? Like, we want the company to look super professional, so we're going to go public. Or we want to provide an additional level of comfort to our customers. They see that we're public. Okay, this company's going to be around for a while. Or additional currency, right?
You can now buy things much easier. You have public equity, as opposed to private equity. And then probably the most important reason nowadays is liquidity, right? Because companies are staying public for, I mean, private for so much longer that liquidity has become sort of the main challenge for these companies [00:11:00] is to reward the people who have been with you all this time and to help build this company up into this great place where it is right now.
And so, I agree it's changed. The JOBS Act came out in 2012, I think, right? And it eliminated the 500 shareholder rule, which used to require companies that had 500 shareholders to go public. I like that rule, right? To me, once a company starts to get to have over 500 shareholders, it kind of feels like a public company, right?
It's no longer friends and family. It's, there's other people that have skin in the game. And so I've always thought that it made sense to, for these companies to, to be more transparent, to be able to provide more information. But now that rule is no longer really applicable, companies are allowed to stay private for forever.
And some of these companies Even though they're not technically public, right, they're not listed on an exchange, they're public in the sense that they impact a lot of [00:12:00] people's lives, right? And a lot of people rely on them and use them for one thing or another. And so I would personally, I'd like to see us get to a place where we can have companies be public sooner rather than later.
Now again, I think there's a lot of people that strongly disagree with this view, right? And that think companies should just be able to do what they want to do. Totally get it. And I also get it's really challenging to run a public company. It's much more challenging than it is to run a private company.
But, you know, for the world, I do tend to think that it would be better. I got a couple of things.
Erik: One, I want to react to what you mentioned about running a public company is much more difficult. And then the fact, like at Brex, okay, when I started at Brex, we were 70 folks. We were still on QuickBooks. We just closed our Series C.
It was a hundred million dollar check. It was a large VC check. Okay. And then we had subsequent, you know, closings of private money from VCs. And we got to a 12 billion valuation. Yeah, I have a big accounting team. And [00:13:00] we kind of run the books and records at the company as if we were a public company.
We have quarterly board meetings. We do a month end close within four business days. We've always trying to prep to a potential IPO and to a certain extent, we now we run it and are bookkeeping as if we were a public company to the extent, like we don't do EPS or anything like that, but we have expectations from stakeholders on our reporting at this point.
And then separately, to your point about the importance of our company publicly, you know, I gotta assume that some of the VCs that have invested in us, they have their own investors, whether it's. Other private institutions, et cetera. And if you go up the tree, right? Like there's so many like end investors that we do have a lot of stakeholders.
Like at the end of the day, if you count each of the, I don't have visibility into each of them. So I kind of agree with you there in terms of like the work that we end up doing anyway, even though we're a private company, separately, [00:14:00] wanting it to come back to more IPOs. You gotta think that these VCs are looking for an exit too.
Yeah, I agree. Right. They have investors. Yeah. And so it's some of this cyclical, like we've had, we've seen all these fundings in the last five or so years, five to 10 years. You know, you know, these funds have 10 year investing periods, right? And then it's going to close out. And so what are they going to do with those, that those investments at the end of that period is either going to be acquisition or IPO.
Barrett: I'm sure they do. I'm sure they want their people to go public with the one caveat at the right valuation. Right? And valuations are the sticking point right now. Not for everybody, but for the bulk of people. Because valuations, frankly, I think, got overheated during, you know, 2021, when just everything was going crazy.
And so, you know, here we are a couple of years later with people are still clinging to some of those [00:15:00] 2021 valuations, even though that's not the reality. Right? Like, and I try and often explain this to companies, like, It's not your fault your valuation went down, right? Like, most valuations have two primary triggers.
One's like revenue growth, and the other is what your public comps are doing. And if your public comps have just gotten hammered in the markets, that's completely out of your control, right? You had nothing to do with it. But trying to act like that didn't happen. Right? I think it's a tough place for me to be.
So, I think these companies, if they could get their 2021 valuations, I think a bunch of them would love to be going public right now. But I think a lot of them made the decision instead to try and grow into those valuations, so they wouldn't have a point in time where they actually have a down round.
So, and again I'm not bothered by downloads, and I know other people who aren't, right, but there are some people out there that think it's the end of the world. And I get it, right? I don't want to question the way anybody's thinking, especially about like their own companies, right? And put stuff they [00:16:00] put their blood, sweat, and tears into.
If they don't think the valuation's right, I get it. I'm okay with that, right? Then wait and do what you got to do. But I really do think right now the challenge is more around valuations than it is about the actual timing and the getting ready to go. And I'm not sure how that works itself out other than just time and allowing companies to grow back into these valuations.
Erik: Let's just say Barrett Daniels is The king of IPOs, like in charge of the entire IPO process. Love it. You know, what are the, some of the improvements that you would like to see made to the overall IPO process if you were in charge?
Barrett: So a couple of things. One, I would like it to be faster. Right. And so the faster, and I think this is the harder problem, like, because faster, I don't have clear window into the SEC and how it works.
Right. What I know is I know some people that have gone to work there, they're some of the smartest men and women that I've ever worked with. Right. Really sharp people go to work there. So I have no doubts [00:17:00] about it. The competency and the ability to do what they need to do. What I don't know is the timing, something that could be speeded up, right?
Because I think as most people know that have been through the IPO process, in your initial filing, you have typically, have like 30 days, 4 weeks until you get that comment letter back, right? That feels like a long time. And so maybe there's ways to actually, you know, once you file, you jump on a zoom with the SEC and you actually highlight, hey, these are some things we think that you may want to pay attention to.
And I understand you can pre clear and things like that, right? But still, I still think that there would be value in maybe having more FaceTime or more digital communications as opposed to. You know, a lot of the IKO process is literally old school paper, right? That you actually write things out and send it in the mail and stuff like that.
So like, just being able to avoid some of this stuff that I think, you know, we're just way past as a society could be really helpful. You know, [00:18:00] shopping out a few weeks here and there, and maybe we could accelerate it quite a bit. And then the last thing is to provide some more clarity for IPO companies, allow them to provide some kind of projections, right?
Some kind of forecast where, like you're allowed to do in a SPAC. So, you know, I understand SPACs and IPOs, they're different vehicles, right? And so that's why they do have a little bit different rules. The reality is, at least the way SPACs have become here recently, is they're kind of the same. Right?
They're just a process for a private company to be able to come become a public company. One can provide a forecast and one can and that's never quite made sense to me. But I do think that maybe that can help companies feel a little bit better about the process as well.
Erik: What's that particular rule you're talking about?
So, so if I do a SPAC, I can share projections. about what the company is doing? And what's the reason that's allowed versus like in a traditional IPO you're not allowed? Like why is that different?
Barrett: I think the gist of it is that the SPAC is technically it's an acquisition and not a listing, [00:19:00] right?
Because the SPAC is already public. And so, it's doing an acquisition if a public company does an acquisition it can provide forecasts, right? There's no rules around that. But as part of the IPO process, it's just a different setup.
Erik: That sounds like some information that would be very useful to investors.
Barrett: Yeah. Oh, I completely agree. And look, the companies, a lot of the companies that were going public via SPACs weren't nearly as, as mature as some of the companies that I'm working with going through the traditional IPO process, right? So for them to provide projections right, maybe, I don't know, right, but for these companies that are mature, like, like Brex, like the way you explained it, you guys are basically acting as a public company.
Why can't some of these companies provide that information? Yeah,
Erik: we have a full FP& A team. I mean, if I were thinking about doing an S1 for ourselves and providing that information to prospective investors, yeah, I'd want to share that information so that you can make an informed decision about the company.
Barrett: You know, [00:20:00] look, it's not to say you don't share information with the analyst, like you don't, they don't have some sense of, you know, the way you're thinking about things and doing things. And so they can come up with their own projections. But I do think just coming straight from the company, I think does adds a little more, you know, something to the process.
Erik: Maybe they get back into the actual operations behind an IPO. Can you walk us, can you walk me through just the, in our audience, through the CliffNotes version of the IPO process, the S 1, the review process? What the day of looks like when you're ringing the bell in, in, in the New York Stock Exchange.
Barrett: So, you know, most IPO companies are doing quite well, right? Are growing fast, you know, maybe not profitable, but maybe line of sight profitability. There's some excitement, there's buzz about them. They've got a lot going for them, right? So, and I say that to explain, not every company is an IPO company, [00:21:00] right?
Like, we're talking about the best of the best. And so, once you find yourself in that world, and you decide, okay, we need to take that next step for whatever reason, right? It is typically an IPO, and it can happen in one of two ways, right? Either the company and the founders and the CEO or whoever get together and say, Hey, I think it's time.
Let's go ahead and let's talk to the board and see if we can go ahead and get this approved and get this process started because we're doing great and we want to continue to do great. Neither. That means we wanna provide that comfort to our customers or liquidity, or get the check, right, all the things that we were talking about before.
The other way that it happens is the board comes in and says. Now is the time, right? Like, we know, we see the windows, we're talking to other boards, we're talking to banks. We believe that this is the best time for the company to go. In any case, somebody makes the decision for the company to go public.
Erik: And so, there needs to be an alignment between the board, I mean, and for companies like ours, typically the [00:22:00] board is made up of significant investors, plus members of management, and so there needs to be an alignment there, obviously.
Barrett: And so, then once that decision is made, then you start. Putting the team together.
And so, you know, in particular the primary pieces of the puzzle, at least early in the process are going to be your accountants and your lawyers, right? I'm a big believer in getting the best lawyers involved. Now, and I, of course, that seems super obvious, right? But what I mean by this is hiring the partner and not the brand necessarily, because all of the big firms, and this goes for accounting, this goes for IR, this goes for everything, right?
The big firms are going to have terrific quals. Their qualifications are going to look just brilliant, right? They're going to have huge IPOs, tons of them, all that kind of stuff. And again, not just talking about the attorneys, accountants, everybody. The reality is all the years that I've been doing this, there's like 12 attorneys, like working on all of the IPOs, right?[00:23:00]
It's like, so even though you may be in a firm that has all of these quals, You want to get one of the partners that's actually the one doing that work, right? So, so you want to make sure you're hiring the right team the teams with experience. So at the accounting firms, I would say the partner and the senior manager, right?
You want somebody who has seen these before, not necessarily. Somebody at a great firm that could probably do this, right? Like, so finding the right teams, the right people that really do this. Cause I mentioned before, IPOs aren't super complicated. They're just different. And so, you know, there's a running joke here in the Bay area.
That's like, if you've done two IPOs, you're an expert, right? Because again, like it's not hard. It's just. It takes a little bit of time to do it. And so, okay, so you get to this point, you hire the right teams, and you get going on the process. Now, finance is always going to be the long call in the tent, always and forever.
Always has been, suspected, always will be. And if you double click [00:24:00] on that, it's going to be the audit. So, you want to start getting your audits let's say tuned up. Right? And getting them to a point where you're getting them done, you know, in February instead of June. And, you know, so you're going to want to be on your phone with your auditors as quickly as possible, getting that.
Erik: And why do you need to get it done so much more quickly in your timeline? Why is February such an important day versus June?
Barrett: Yeah. Ahead of an IPO even. And again, thinking about a calendar year in company, right? You need to be able to show that you can get an audit done by the time a public company would need to get the audit done.
And that you can actually, you actually can put your money where your mouth is, and you can actually show that you can do this. And so again, I'm not necessarily saying you have to do that. Right? But these are sort of things that I would be thinking about is accelerating the audit process because it is going to take longer than it has before.
Erik: So I joined Brex. We got our first audit done. We actually got audited by Big [00:25:00] Four starting in 2017, the year we were founded. And that year, the audit got done on June 30th. We were counting our calendar year. The following year was May 31st. Then it was April 30th, then now it's March 31st, but we just changed, we're changing our year end to January 31st.
So there's going to be some changes this upcoming year. And I will say like, you know, after we hit that three month deadline, there's been some, the business grew a lot and then. We started doing kind of like up leveled audits with PCAOB or SCC level materiality, which is a lower number. So our audit firm had to pick more samples, it took more time, and then we had to right size our team to be able to support that and all the kind of month in, month out work for our records.
But yeah, I told like, okay, so if I'm finishing my audit in June and then I want to go public and then I expect to be able to finish my audit all of a sudden within one year by February, within two months, that seems like a very difficult transition. I mean, to me, [00:26:00] you know what I mean?
Barrett: Well, I can, so I think the way you described it is perfect, right?
Like don't, you don't need to. Bite it all off in one big bite, right? Like, just nibble away at it. If you have a few years, then just kind of accelerate it a little bit each year. Because there can be reasons to do it over the summer, right? If you're a small company, when Brex was just founded getting audited in June makes all the sense in the world, right?
Like, you're not going to be any firm's top priority if you're just getting founded, right? So, that may be the perfect way to say, okay, we understand we're not going to get the best people if we try and get our audit done in February, but if we do it in June, we will. And then when we continue to grow and show how exciting we are going to become the priority.
For these firms. And regardless of when we want to do our audits, we're going to always get the best people. Right? So, I'm not criticizing the decision to do it later in the year, but when you are ramping up for an IPO, this is something that I would try really hard to accelerate. [00:27:00] And if I've had years to do it, even better, right?
Knock off a month each year to where you find yourself in the right place at the right time.
Erik: Okay, so you get the audit done, you file the S1, Maybe you're filing it in private.
Barrett: You got to put the S1 together, right? Which is awesome. So the financials are going to be the biggest piece of it in my thoughts, right?
At least the way I think about it. But when it comes to there are legal pieces and there are IR pieces. And you need to think about things like KPIs, right? Like it's totally not unusual to be going into this process and see a company have 20 KPIs, right? You can't have 20 in your book. You don't want 20, right?
And what you find is you start to drill down into them, and like half of them are just pure vanity metrics and really don't matter at all, right? So you want, you need to be able to do these things as you're preparing the S1 to fine tune it and to make sure you're not putting just garbage in there, that you're putting stuff that you only want to be in there, and especially things that have been stress tested, you know [00:28:00] are going to blow up.
That's part of this process. So preparing the S 1 is also quite the lift, too. But that's right. You put the S 1, you get the audits in order, you get approval from the board, and then you file with the SEC. And likely, nowadays, it's going to be confidential filing, right? You may announce publicly that you filed confidentially, but generally speaking, it's going to be a confidential filing.
And you're going to wait 30 days. for the SEC to go through and do their review, and they're going to send you back this comment letter. And that comment letter can range from 10 comments to 100 comments, right? And again, it depends on the company, it depends on the industry, it depends on how well the document was prepared.
There's a million reasons why, right, for the comments. But then you have a back and forth with the SEC. trying to clarify each of your comments. And the SEC could come back and say, we understand what you're saying here. We just don't think the disclosure is clear, right? Can you please clean up the disclosure?
That's a great question. Love to get that. And then there's the bad questions, right? That they [00:29:00] come in and say, we think you did this wrong and you need to change that, right? Hopefully you avoid those questions, but that can be part of the process. And if you get those kinds of curve balls, Those, hey, you did this wrong.
That can change your timeline dramatically, right? So, so you want to be careful, one, that it's prepared properly, but even as you're going through the process and the back and forth with the SEC, you want to make sure you're giving them the information they need, so that process can go as quickly as possible.
Then ultimately, the SEC will say, okay, we have no more questions, and then you go on the road. Now, during the filing process, you're probably going to have test the water meetings and you're going to be meeting with investors just to kind of get some indication of how the IPO is going to go, the pricing, and who's going to be interested, but it's really after you're blessed by the SEC and go on the road that you have these Bye.
These meetings, one after another, where you're going into a room with a bunch of bankers and they're going to be asking all kinds of questions and the CEO and the CFO and maybe a couple of others get up and give their presentations. And you [00:30:00] have these back to back for days and weeks even, in some cases.
And ultimately from those meetings, you know, you gather a big book of information from all the investors. You know, these folks are saying, we'll invest, you know, we'll take a million at 10. These people are saying, we'll take a hundred thousand at 20. And you put it all together and you know, it spits out this magic number.
This is how many shares we're going to be offering at this price. And so once you make that decision, you prepare a final book, you file again. And then you have your final warning where you actually go public. It's priced and you know, you and the team are sitting in New York ringing the bell.
And so, and then to our point earlier, that's when the real fun starts, right? Because then you are married. And now you've got to go through the rest of your life, I guess, for all eternity, right? You've got to now manage this company in the public markets for everybody to see everything you do all day, every day.
And it's a bit of a different world. [00:31:00]
Erik: So the financials are definitely the longest pole in the tent. We had our own journey at Brex. We actually did an IPO readiness assessment years ago and that was part of like our calculus on how to manage our bookkeeping. We're not going IPO, like I'm not making any announcements or anything, but we just thought about what it would look like and what it would take.
And we try to emulate what public company operations would look like. You know, let's say you had that in place. How long does it typically take from the time that a board and executive management make the decision to do a transaction to filing the S 1? Like, what's the range that you've seen in terms of prep time?
Barrett: I mean, it could range from a month to two years, right? Like, I've seen companies that are just really in great shape. Now, This is the exception, right? But certainly, I've come across companies that were already in really good shape. Let's say it's like a a company that's now private equity owned, right?
But was public for all of these years. Like, and they've [00:32:00] been maintaining their, the rigor and the cadence that comes with being a public pro company, even though they were private. Those kind of companies, they can move pretty quick, right? And get up to speed. But your more traditional IPOs, you know, companies that are experiencing hyper growth and maybe have a hard time hiring quickly enough to actually do everything that needs to be done, you know, this process can be quite different and can take quite a while for those companies to get up to speed.
Let's say you're getting AICPA audits from you know, a firm, a great firm, a PCAOB firm, but maybe you want to move to a big four firm, then maybe you have to do a couple of years of re audits. So there's more things that can slow down the process than actually speed it up. But ultimately at the end of the day, it's about how well prepared the companies are.
And so it's a giant spectrum as to how this works. And you mentioned IPO readiness assessments. I actually think they can be quite valuable, right? Like. And for the reasons that you mentioned oftentimes they're done too late, [00:33:00] right? If you're doing it like six months before, it's hard to correct everything that's good.
I haven't seen your report, but I suspect it's really big, right? Because they all are. Because, you know, most companies have the same challenges going public, right? And the same things that they need to put together. So I'd like to do them earlier in the process, just to give teams enough time to actually.
Rectify everything that, that needs to be fixed.
Erik: There are a lot of companies out there that are thinking about an IPO, but it's an uncertain event, like even Brex. We went through the IPO assessment back in 2021, and, you know, we haven't gone IPO yet, and we may go IPO in the future, but it is uncertain, and I don't know when that's going to happen, if at all.
You know, for any other company, right, that's thinking about that possibility in the future, how would you prioritize the functions and the personnel to invest in today, given that it's an uncertain event?
Barrett: I tend to be a big believer in having public company [00:34:00] experience, right. Within the finance team in particular and especially at leadership levels.
Now, again, not I I'm not suggesting everybody has public company experience on the finance team, but having some folks that do understand the calendar, right? Like, 'cause as a private company, as much as you try to make deadlines. You know, be deadlines. They can still move, right? You can still have a meeting here that disrupts this one, or the CEO has this conference to attend to, and so you can't do this mock earnings release.
It's not the same. And you can't make it the same as being in the public company process. So, I think having somebody who has been there and understands that, hey, this is a real deadline. Like, real. Like, if we miss this, We get destroyed by the public markets, right? You don't have that when you're in a private company.
So I think having somebody or folks that do understand that, I just think is super valuable. And way more important than, let's say, [00:35:00] IPO experience. Because I think IPO experience can be supplemented a million different ways, right? You have firms like, like mine and my team that can help with these.
There's a bunch of boutique firms that can help with this stuff. So the IPO process, there are teams around That are ready made to jump in and help, but it is much more difficult when you are already public. So that's what I'd say. And I also hear a lot of companies say, you know, let's go hire an SEC reporting person.
I understand the thought process there, but at the same time, especially if the timing is uncertain, I don't see the value in that, right? Because you could find yourself in a situation where you're hiring somebody with just nothing to do. Nothing at all to do. Because if you're not public, there's not a ton for an SEC reporting person to do.
And so, I hear this all the time, and my thought is, again, you can find SEC reporting help around, all over the place. All these firms will help with that. But and, if you delay your IPO, [00:36:00] no problem. The firm will still be there, right? They're happy to go away and come back in a year from now, but if you hire somebody, that is not the case.
And so, and I also struggle with the SEC reporting role, right? Oftentimes, I just don't see really any upward mobility with it, right? So, it can be a dead end job. I have a hard time recommending anybody take these jobs, right? And when I do talk to people who are taking them, I, that's the first thing I say is, Make sure you have somewhere to go with this, right?
Make sure you can become the controller or, you know, whatever the case may be, but you're not just left hanging out here and that they want you just doing SEC reporting for the next five years. So now again, there are people that want to do that by all means, right? Love it. And I know some people like this that are fantastic at it.
So again, No problem there, but I just, I've never understood the sort of urgency to run out and hire an SEC reporting person where I'd rather be focused on making sure my controller, my assistant controller, my chief accounting officer, my [00:37:00] VP of finance, that these folks are the best of the best, right?
That kind of thing.
Erik: Yeah, I generally agree with you. One thing that I was at Pricewaterhouse for 11 years and I was in the audit practice. I looked at SEC filings every quarter, 10Qs, year end 10Ks, the audits, etc. Now I'm on this side. I've been in the industry for five years in this role. One of the things that I've increased my appreciation of almost exponentially is just the day to day accounting operations.
And frankly, controls, right? Controllers operate controls. Controls that we need at this company to make sure just everyday reporting is right, right? We're the stewards of the base layer raw financial data in the general ledger. That ends up getting translated into different management reporting packs and different views.
But like, you know, recording this much in receivables that we got from our card issuance today. And having it be accurate and making sure I know it's been reconciled to the MasterCard file. [00:38:00] That's really important, right? Because if I'm off by a few million bucks, like, you know, that, that adds up over the course of the year, et cetera.
And now I'm in a reconciliation nightmare, potentially. And so I totally agree with you and that, that's why I think also we talk about, we have the marriage, we have the IPO day and then it's working on the marriage and then working on being a public company going forward, having that resume or having that experience on how to run those controls day in, day out post IPO, I think one, obviously auditors will look for it because you're required to as part of a controls opinion, but it's good governance.
It gives investors and everyone more confidence. That's how the capital markets work. You need that trust in the process, so to speak.
Barrett: Isn't it funny, like, how different it is? Like, so, well, I don't want to put your words in your mouth. Right. But when I was an auditor long time ago, I remember like going to my clients, like thinking, Why doesn't, you know, this doesn't tie and this doesn't work out to here, like, what's wrong with [00:39:00] everybody?
And then I spent time on the inside, right? And it's like, because that stuff is really hard to do. Like, there's a lot of balls up in the air. There's such a greater appreciation being on this side of the table than there was for me when I was on the audit side of the table. I'm glad I got to experience some of what you're doing.
And also now on the advisory side, right? I get to help out and I'm more. in a position of, you know, view of management than I would be on the audit side. And it is a different world. It is just, I have such a greater respect how folks like you can keep these houses in order. I find it amazing. Now that I can see it better on the inside.
Erik: So we're wrapping up on our time here on today's podcast. But Barrett, we always close out each one of these with a section we call Finance Leaders Are Fun Too. And, you know, one thing we like to ask of our guests, if they have any funny stories related to finance or accounting, any jokes that they can share with our audience.
I always [00:40:00] find these to be especially funny.
Barrett: Yeah, I'm happy to. And then you know, as for crazy experiences, I mean, there's probably too many to mention, but you know, I've got, I remember dealing with companies that have these spreadsheets. It's like super important information in these spreadsheets.
And they're so full, they take like 10 minutes to open. Right? And like, oh my gosh, the whole company is relying on this one spreadsheet that just could go on the fritz like any day. And so, you know, I'm constantly amazed by how much this world is rotten on Excel, right? Like, just incredibly, like Excel's one of the greatest inventions of all time, I think.
Totally. Like, you know, at the same time, it scares me a little bit. And then when it comes to IPOs, like honestly, the ones that are most memorable, They're not the big sexy ones, right? They're not the huge companies everybody's heard of. It's the ones where the teams were lacking, right? And they really needed help.
And they were really [00:41:00] appreciative of the help. Those are the ones that, that when I think back on my favorites and the ones that really keep me going, it's those teams where you really, you know, they couldn't have done it without you. Right? Like, I love it. And this is the kind of thing that keeps me coming back is helping these folks get through these crazy processes in these crazy times and come out on the end and you see just pure joy, right?
After ringing the bell, after, you know, carrying this huge project for however long, sometimes years. It's very rewarding and it's a neat place to work. I find myself I consider myself very fortunate to, to have been able to do what I've been able to do in the last 20 years and see the things and work with the people that work with and do crazy stuff like this.
Like, I love this. I'm I don't have too many complaints.
Erik: Well, Barrett, I'm fortunate that you joined us on our podcast today. Thank you very much for sharing your stories and your advice. And we'll catch up again.
Barrett: You got it, man. It was great to be [00:42:00] here.
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