Under The Microscope As the Enron scandal unfolds, fast-growing companies are suddenly being forced to prove their numbers are clean. Here's how they're doing it.
By Daniel Roth

(FORTUNE Small Business) – Dynacq's headquarters in the Houston suburb of Pasadena are a half-hour southeast of the gleaming Enron towers. But this past Jan. 15, Dynacq's CEO, a Hong Kong-born pharmacist named Chiu Chan, must have felt as if he were sitting squarely in Ken Lay's chair. That morning Chan, along with CFO Philip Chan, a CPA from Hong Kong not related to Chiu, discussed the company's fiscal-first-quarter numbers in a conference call to analysts and investors. They had a lot to brag about: Dynacq, which owns surgical hospitals in Texas and Louisiana, had just delivered 56% revenue growth over the year-earlier period and 42% earnings growth--the best quarter in the company's 16-year history.

Unfortunately the preening didn't last long. As soon as the question-and-answer session started, both men found themselves befuddled--and befuddling--in addressing some specific issues. When one investor asked the size of Dynacq's allowance for doubtful accounts, a balance-sheet item that covers uncollectable fees, CFO Chan first asked for a clarification, then answered in choppy English, "The way we present our top line and net revenue--and that is the gross revenue minus, I believe, what you are talking about, the reserve for uncollectable portion from insurance company or third party."

Make sense? It didn't to investors either. The call continued with the same mishmash of occasionally unanswered questions and frequently tortured diction. Financial columnist Herb Greenberg, writing about it for TheStreet.com, said, "When it comes to red flags, so many are flying over Dynacq International that it's hard to count." Easier to count was the amount the stock fell--42% by week's end--and the number of law firms--seven--joining class-action suits soon after. One of the first: Milberg Weiss, the pit-bull firm that's also lead counsel in the Enron suit.

Dynacq is No. 2 on the FSB 100 this year, yet it's living the No. 1 nightmare of its peers: having its numbers called into question. Dynacq says it stands by its financials, and of course the filing of lawsuits doesn't mean it's guilty of anything. But the company is emblematic of a trend. Thanks to the Enron scandal and a renewed SEC interest in accounting irregularities, investors today are more skeptical of meteoric growth and more willing to punish companies they think might be skirting the line. In 2001, 473 shareholder suits were filed, 130% more than in 2000 (and almost 330% more than in 1996). And while most of today's headlines on allegedly shady practices have centered on the big names--Tyco, Xerox, Arthur Andersen, Adelphia, Kmart--small companies are far from immune. In fact, six companies on the FSB 100 now face lawsuits from shareholders.

"There's much greater pressure on emerging companies for growth, especially on the top line, where most of the accounting problems arise these days," says Patrick McGurn, director of corporate programs at Institutional Shareholder Services. "I think they're much more susceptible to catching a case of Enronitis, so they have to be much more cautious. They don't have the wherewithal to avoid being clobbered by the market."

So what's a rapidly growing company to do? We talked to executives at top firms on our list to get some tips. They all agreed that playing by the rules is, in itself, rule No. 1. The following are some other ways to make sure your numbers stay pristine.

1 Get the message out (and live up to it). One of the first things Frances Flood did in 1998 upon becoming CEO of ClearOne (No. 21 on the FSB 100), a maker of audio- and video-conferencing equipment then called Gentner Communications, was hire an in-house investor-relations person. That might seem a curious choice: At the time Gentner's shares traded at just 60 cents, and the company was on the verge of being delisted--not exactly news you want to spread.

But to Flood, one of the keys to generating demand for the stock was getting a consistent message to investors and making sure the company held itself accountable. No analysts then covered the company, so she made herself Gentner's first analyst, coming up with earnings and revenue targets and issuing them in press releases. Then, well before Regulation FD made it necessary, she opened up quarterly conference calls to anyone who wanted to listen. If people had additional questions, Flood made sure her investor-relations person routed them to her management team. Early on, that wasn't a problem: For her first call, just three people people listened--the former CEO, the CFO, and a board member. But soon more people were paying attention, and by 2000 the company had its first sell-side analyst.

Flood also required that the company be forthright about any bad news. For example, after Sept. 11, when conferencing stocks suddenly got hot as investors assumed business travel would be scaled back, Flood warned that ClearOne wasn't fully convinced. In a conference call she said that its products were receiving more attention but noted that there was also a recession going on. And the odds that companies would start making big conferencing purchases, she said, were slim. Thanks to that candor, ClearOne's stock lost nearly 20% for the week but later rebounded, and Flood kept her reputation as someone investors could trust.

"You want to be without question," she says. "If you lose your credibility, in my opinion you've lost everything. The Enron thing was definitely sad, but I'm almost glad it surfaced. I think it was a great wakeup call to a lot of other companies."

2 Ride the board. It used to be that the biggest problem small public companies had with their boards was finding the right balance among venture capitalists, local businesspeople, and industry pros. But lately it's become difficult getting anyone to serve. After board members at Enron saw their reputations crumble over an alleged lack of oversight, who would sign on for that kind of responsibility? Worse, once a small company finds board members, it's increasingly expensive to protect them. For a company with a $350 million market cap, the cost of a typical $25 million director-and-officer insurance policy is about $500,000, 25% to 50% higher than a year ago. Part of the increase reflects what experts say were formerly dirt-cheap D&O rates, but another chunk has to do with the increase in shareholder litigation.

"Boards are definitely under more scrutiny, and board members are much more concerned," says Ed Lawler, a business professor at the University of Southern California's Marshall School of Business and director of the school's Center for Effective Organizations. "The real issue, particularly for smaller companies, is whether the kind of people they need are willing to take the risks associated with joining."

At least two companies on the FSB 100 have recently stepped up their board training and increased members' access to management and auditors. For George Belsey, CEO of Air Methods (No. 30), a company in Englewood, Colo., that owns an airborne-ambulance service of medically equipped helicopters and planes, that meant making sure board members knew what was expected of them and had enough help to accomplish their goals. At the company's March board meeting, Belsey brought in an attorney to go through some corporate-governance guidelines: a review of the bylaws, information on the importance of board member independence, and details of the expertise required to serve. Belsey also started getting the board books--three-ring binders full of articles, reports from each division, and other information--out to members at least a week before any meeting. Previously Belsey would just hand them out the day before a meeting or maybe at a dinner the night before.

In Fort Worth, Glenn Darden, CEO of natural-gas producer Quicksilver Resources (No. 4), has started eschewing board conference calls for face-to-face meetings. Already the meetings have evolved from adherence to a strict agenda to free-flowing conversations. The board now does more than simply review quarterly reports and instead gets involved in the thought process behind even routine decisions. "They're more sensitive now to the scrutiny they're under," says Darden. "They're more familiar with our day-to-day operations than a year ago."

3 Write tell-all books. In 1999, Chicago-based MB Financial (No. 33) was formed when bank Coal City merged with a smaller public company, Avondale Financial. The merger looked promising: Avondale had a strong retail presence, while Coal City targeted small businesses, and today the company has $3.7 billion in assets and 41 branches in three states. But there was one worry: Avondale made a lot of home-equity loans to subprime borrowers (people with bad credit) and was securitizing the loans in a common off-balance-sheet arrangement. The execs at Coal City wanted no part of it. They ordered Avondale to divest itself of the business but ended up carrying the securitizations, called interest-only strips, on the company's books.

However, instead of hiding the strips and hoping for the best, MB decided to explain them. In press releases and SEC filings, the bank gave details on potential credit losses, the assumed prepayment rate, and the discount rate--far more information than was then required. (A year later regulators would start forcing all companies to reveal as much.) "Investor confidence, particularly for a small or midsized company, is crucial," says CEO Mitch Feiger. "For smart investors, their first pass at elimination is 'If we can't trust a company, we're not going to consider it.'"

4 Make your employees auditors. Coffeemaker Green Mountain (No. 19) prides itself on being socially responsible. It donates 5% of its pretax income to charity, supports programs to help the families of growers in Central America, and even turns its coffee grounds into compost. But it also makes sure to cut employees in on the business. All full-timers can take part in the employee stock-ownership plan, and Green Mountain sends employees through three 22-hour training sessions to learn the ins and outs of the business: how it makes money, how it's growing, and how it can improve its profitability. The goal is to get employees thinking like managers.

"One of the things with Enron was that employees didn't know what was happening," says Green Mountain CEO Bob Stiller. "This kind of openness precludes some of the things they were doing. Because if we don't walk our talk, employees will raise their hands and say, 'Why aren't we doing X, Y, and Z?'"

5 Keep it simple. Investors have two choices when they find something they think smells fishy: investigate or walk away. For small-cap investors, walking away doesn't get much easier, because there are so many other options. According to Morningstar, the average turnover for small-cap growth funds in 1997 was 125%; by 2000 it was up to 149%--meaning they held each stock for an average of about nine months.

Small-cap CEOs are realizing that it pays to have a simple message, a simple balance sheet, and a simple income statement. Anything that looks odd just tells institutional funds to look elsewhere. Defibrillator maker Zoll Medical in Burlington, Mass., thinks it escaped the Enron fallout precisely because of that. "We're a simple organization: We make defibrillators, and we sell them," says CEO Richard Packer. "It's transparent." In the past few years Zoll (No. 11) has given its audit committee more leeway to meet with auditors and is considering granting the committee hiring and firing power over them. Even so, Packer's belief is that Zoll is so simple that "there are few judgment issues for auditors to wrestle with."

Which brings us back to Dynacq. In the past few quarters, the company has altered its business model and refocused on outpatient surgery. With the change has come plenty of growth, but also complexity and uncertainty, two things that bring out the red flags. CEO Chan says his company is being unfairly targeted. "The numbers speak for themselves," he says. But investors today no longer trust management implicitly. Rapid growth used to be a sure sign of health. Today it's one more thing for a CEO to worry about.