Monthly Archives: May 2012

Facebook: the IPO process

May 10, 2012 By in Facebook, Industry Analysis, internet, Stock ideas Tags: , , , , , Leave a comment

going public

Going public is a highly choreographed dance.  FB is in the middle of its own time on “Dancing with the Stars,” vying for a prize of close to $100 billion.

the sequence of events

When a company decides to have its stock publicly traded:

hiring Wall Street

1.  it hires a team of investment bankers

filing with the SEC

2. with the investment bankers’ help, it prepares and files a comprehensive registration statement with the SEC for that agency’s regulatory approval.  Called an S-1, it becomes the preliminary prospectus which is given to potential investors once the SEC gives its ok.  Like any other company’s, FB’s approved S-1 can be found on the SEC’s Edgar website, along with any earlier versions the SEC may have sent back for more work.

The S-1 is legally required to be accurate and complete disclosure of all material information relating to company’s business.

Note:  SEC approval means only that the document is procedurally correct.  The agency doesn’t guarantee that the S-1/prospectus is in fact accurate or complete disclosure.   Nor does it say whether it thinks the stock will be a good investment or not.

the roadshow

3.  it launches a marketing campaign, whose centerpiece is a management roadshow organized by the investment bankers.

The roadshow typically lasts a week or two.  It reaches all the major investment centers and all the important money management firms in the country.

If demand to see and hear the company is high, as it clearly is in this case, management will be broken up into two or more teams (the FB video suggests it may have as many as four).  One will normally be headed by the CEO, another by the CFO.

The schedule is brutal.  Each day begins with a breakfast meeting.  Private meetings–usually an hour long + travel time to the next one–with important money management firms follow.  Then there’s a lunch, often with large numbers of portfolio managers, analysts and the press, none influential enough (read: big enough commission payers) to justify a private meeting.  Then there are private meetings in the afternoon, followed by a dinner presentation–and then possibly a trip to the next city on the list.

Add it all up and management is telling the same story, over and over again, maybe 7x-8x a day.

Since the S-1 must contain all material information about the company, it’s important that management not say anything that’s not contained in it–especially if someone might later on construe this as important.  So the teams are highly scripted and drilled on how to answer questions commonly asked.

In a way, the teams are a bit like actors.  They’re supposed to–if they can–smile and signal to questioners their respect for his penetrating insights and the thought/wisdom behind the query.  All they while they may be thinking, “Not again!” and “Doesn’t anyone read the prospectus?  The information he wants is on the first couple of pages!”

the video

Facebook has made a very artful 30-minute video (my comments tomorrow), available on its website, which I gather it intended to play at every meeting.  Smart move.  It burns up half the meeting time.  It also provides a clear roadmap for predictable follow-up questions–responses to which can be cleared by the legal department and rehearsed in advance.  The WSJ says, however, the video wasn’t played during the big public lunch in Boston after heated complaints about it at the comparable affair in Manhattan.

pricing the offering/allocating stock

4. the investment bankers are gathering feedback from clients throughout this time.  They’re trying to gauge the level of investor interest so they can set final pricing and decide to divide up the IPO stock among investors who place orders.

At the same time, money managers will want to get a sense of how “hot” the offering is.  Usually that’s expressed in terms of how many times the books are covered–that is, by how many times the requests for stock exceed the shares available for sale.  FB is a relatively large offering, so 3x or 4x would be impressive.  My guess is that the number is already high than that.  Of course, this can be a self-reinforcing process.  When money managers believe an offering is “hot,” they may request double or triple (or more) the stock they really want, in the hope they’ll end up with a bigger allocation after everyone’s order is cut back.

More tomorrow.

 

Facebook (FB): preliminaries

May 9, 2012 By in Constructing a Portfolio, Facebook, Industry Analysis, internet, Stock ideas, Technology Tags: , , , , , Leave a comment

FB’s corporate structure

FB has two classes of common stock, A shares and B shares.  The two are identical, except for:

1.  A shares, which are the kind being sold in the public offering, have one vote each on matters of corporate policy

B shares, which are held by Mark Zuckerberg and other insiders, and which can’t be sold, have ten each.  This way insiders continue to control the company while raising money from outsiders.

2.  B shares are freely exchangeable into As, giving holders of the Bs a way to turn their holdings into cash.  But when insiders sell they don’t give “extra” votes to the buyer.

Any investor in internet companies–from Google to LinkedIn–is familiar with this structure.  It has been around a lot longer than that, though.  Hershey has a similar structure, for example, as do the New York Times and News Corp.

the offering

FB plans to sell 337, 415,352 shares in the offering.

Of that, 180 million will be new shares issued by the company.  The rest will come from employees cashing in stock grants they received as part of their compensation, and from venture capital investors cashing in stock they bought in private financing transactions.

Assuming the stock is sold at the mid-point of the announced pricing range of $28-$35 a share, the IPO will raise $10.6 billion and will imply that the entire company is worth just under $100 billion.

$5.6 billion of the proceeds will go to FB; the rest will go to selling shareholders–VCs and present/past employees.

overallotment

IPOs routinely line up commitments by sellers to provide an additional amount of stock for sale in the IPO if demand proves exceptionally strong.  In this case, FB has agreed to sell 6 million shares more, selling shareholders another 44.6 million.

why is FB going public?

In the Use of Proceeds section of the prospectus, FB says:  “…we do not currently have any specific uses of the net proceeds planned.”  The company also already has $3.9 billion of cash on the balance sheet.  So, why?  Two reasons:

–from Microsoft three decades ago, to Google, to Facebook and Linked In, tech companies have attracted highly talented workers despite relatively low salaries and the risky nature of any job with a startup.  In fact, prospective employees seek these companies out.  The financial motivation is the chance at a huge payout on stock options or restricted stock sold in a successful IPO.  The same holds true for venture capital investors.

So FB has an obligation–implied, or possibly specified in contracts with VCs–to have an IPO.

–ultimately the money will be spent on R&D, and to accelerate FB’s expansion to mobile devices and in markets outside North America.

expiring lockups

When they bought FB shares, venture capitalists may have agreed not to resell them until after the IPO.  Such agreements are called lockups. 

The selling shareholders have also made further lockup agreements with the underwriters not to sell more stock for specified periods after the IPO.

The clock starts ticking on them as soon as the IPO takes place.

–171.8 million shares become eligible for sale after 90 days

–another 137 million are freed up in the following three months

–another 235 million leave lockup in the six months after that.

The lockups mean holders can’t sell during the period the shares are restricted.  It doesn’t mean holders have to sell once the restrictions are lifted.

This is a glass-half-empty/glass-half-full sort of thing.  As long as the stock price is at least stable, history says few will feel rushed to sell once their lockup expires.

NASDAQ listing

Although Facebook picked a ticker symbol with two letters, something more closely associated with the NYSE (most NASDAQ stock symbols have four letters), it has chosen to list on NASDAQ.

One possible inducement for FB to choose NASDAQ–the exchange has just reduced the “seasoning” requirement for a new stock to enter the NASDAQ benchmark indices to a mere 90 days.  It seems to me that FB will become an index constituent as soon as possible.

This is important.  It means that every index mutual fund or ETF that tracks NASDAQ indices will be compelled to buy FB shares.  It also means that any active manager whose performance is measured using NASDAQ as a benchmark will have to think twice about “flipping” (immediately reselling) any shares garnered in the IPO.  In fact, if the manager takes a positive view on the stock, he may have to buy a lot more, in order to have a higher-than-benchmark weighting.

the IPO video

It’s part of the IPO roadshow.  Check it out.

More tomorrow.

book value in an intellectual property world: Facebook and others

May 8, 2012 By in internet, Stock ideas, Technology Tags: , , , , , Leave a comment

the Facebook IPO

I’ve had a couple of requests to write about the upcoming Facebook IPO.  So I’m slogging through the preliminary prospectus.  I’m not sure I’m going to come out with a final conclusion, but I think I will be able to highlight important points. Today, book value.

In the prospectus, Facebook (NASDAQ ticker:  FB) makes what I regard as an unusually strong effort to point out that the company has very little tangible book value.  As of March 3, 2012, the figure is $2.85 per share.  The expected inflow of cash to the company from the IPO, calculated at a purchase price of $31.50 a share (the midpoint of the expected pricing range of $28-$35) will raise that to $5.15 a share.  So FB really wants buyers to be aware they are paying a little over 6x book for the stock.

What does this mean?

book value

Every investor looks for bargain stocks.  Techniques differ, though.  One of the main tools used by early 20th century securities analysts was looking for stocks that traded at steep discounts to the net asset value shown in the company’s official accounting records.

The measure is “net” in the sense that it is arrived at by subtracting the carrying value of everything the company owes to others (its liabilities) from the carrying value of all its assets.  The resulting number is also called book value, because it’s derived from the official accounting ledgers.

an example

The idea is simple:  say a firm starts with a single asset, $1 million in cash, and has 100,000 shares of stock outstanding.  Book value is $1,000,000/100,000 shares, or $10/share.  If the company spends all the money to buy land and build a cement plant, it still has book value of $10, but now it’s all in land and plant and equipment.

Suppose shortly after this, the stock market turns down–for whatever reason–and the company’s stock falls to $5 a share, or 50% of book value.

The plant is still there, however, and would still cost $1 million, or $10 a share, to duplicate.  So you can now buy $10 worth of assets for $5!!  How can you go wrong?  (You can, but that’s a story for another day.)  At the very least, the idea that the company holds valuable assets that can–at worst–be sold should act as a cushion against further declines.

One other thing about book value:  it also includes, as plusses, profits made and retained in the business, as well as losses, as minuses.  So for a successful company, book value gradually rises; for a consistent money-loser, it gradually falls.

Warren Buffett and intangibles

Fifty years or so ago, Warren Buffett had the idea that made his investing reputation.  He noticed, far ahead of his contemporaries, that some companies–Coca Cola, for example–had substantial advantages, like famous brand names, efficient distribution networks, a reputation for high quality, that were “intangible” in the sense that they weren’t reflected directly on the company’s accounting records at all.

Nevertheless, these intangible assets have a value.  They are predictors of longevity of a business and of higher than average profit margins.  Companies that possess them fetch high prices in mergers and acquisitions.  Buffett was the first one willing to pay a little bit extra for companies that had strong intangibles. Nowadays everyone does.

most IT is all about intangibles

In the early years of the computer industry, tech companies were allowed to “capitalize,” or list as assets on the balance sheet, the salaries and expenses of their research and development efforts, instead of subtracting them from current revenue in the income statement.  But by the time I arrived on the scene in the late 1970s, the practice had led to such horrible abuses (it made profits a lot higher than they should have been) that it was banned.

Like advertising expenditures, R&D is treated as an expense, and reduces income, even though, if successful, it creates an important competitive advantage for a firm.  The more R&D, the lower profits are–which means that book value doesn’t rise very quickly.  But the intellectual property is at the heart of what makes tech companies valuable.

the Facebook case

As the prospectus indicates, pre-offering, FB has book value of $2.85.  The largest chunk of that is cash, generated both by operations and prior sales of stock.  The book value of other assets is slightly over $1 a share.

In addition, the inflow of cash from the IPO will almost double that number, creating a tremendous benefit for pre-IPO shareholders.  An IPO participant’s $31.50 becomes a claim on company assets worth $5.15.  Prior owners will have their claim on book value of $2.85 boosted a lot.

significance?

1.  Unlike the cement company, in the FB case there’s no safety net of salable assets to fall back on if the company is unable to make money. In that sense, FB carries with it a large amount of risk.

2.  For FB, it’s all about intangibles–the brand name, the goodwill imbedded in the huge number (900 million) of users of the service, whatever patents the company may have.  Traditional accounting statements aren’t built to showcase these attributes.  So analysis of the statements may not get you very far in understanding the company or its potential.

What about other tech companies.  How do they trade versus their book values?

Here’s a sample:

Priceline.com      12x book value

LinkedIn     12x book

Amazon.com     11x

Netflix          7x

Microsoft      5x

Google     3x

eBay     2.5x

Yahoo     1.5x.

It’s hard to generalize from these instances.  For fast-growing firms, trading at huge premiums to book value doesn’t appear to be a problem.  On the other hand, Yahoo traded at 8x book in 2004, when its future appeared to be more promising–and 6x book when it turned down Microsoft’s takeover bid.  So the fact of a large premium to book doesn’t guarantee anything.

 

All in all, this implies to me that evaluation of FB will be a much more subjective, and difficult, process than for a typical IPO.\

More tomorrow.

 

the April 2012 Employment Situation report

May 7, 2012 By in economics, employment, Employment Situation report, Portfolio management, Recent Market Action, Strategy Tags: , , , , , , , Leave a comment

the report–+115,000 net new jobs

Before the opening of stock trading on Wall Street last Friday, the Bureau of Labor Statistics of the Labor Department released its monthly Employment Situation report for April 2012.  According to the ES, the US economy added 115,000 new jobs last month.  That was made up of +130,000 net new positions in the private sector, offset by -15,000 layoffs by state and local governments.

While a reasonable performance, the figure was substantially weaker than both the median estimate of domestic economists (which was for a gain of around 160,000 new jobs) and the stellar performance of the winter months, whose gains comfortably exceeded 200,000 each.

revisions were positive

Job additions for February were initially reported as +227,000 (+233,000 for the private sector, -6,000 for the public).  That figure was revised up in the March report to +240,000 (+233,000 private, +7,000 public).  The final numbers, reported in the April ES, were revised up again–to +259,000 (+254,000 private, +5,000 public).

Job gains for March were initially reported last month as +120,000 (+121,000 private, -1,000 public).  The April revision boosted that figure to +154,000 (+166,000 private, -12,000 public).

Taking February and March together, April revisions boosted the number of net job additions during those months by 53,000 (+66,000 in the private sector, -13,000 in the public).

Wall Street was disappointed

Investors had been hoping that the April ES would reestablish the more favorable job gain trend of last winter, or at least show that the low reading in March was a fluke.  Arguably, the +34,000 upward revision of the initial March figures did that.  But all eyes–or at least those of short-term traders–appear to have been focused entirely on the current month figures instead.

As a result, the S&P 500 declined by 1.6% for the day.

why the slowdown in job growth?

Three explanations appear to be on offer:

1.  The US economy is doing the same thing it did in 2010 and 2011, lurching into a “seasonal” deceleration in economic growth.

2.  The unusually warm winter weather in normally cold regions of the US allowed an early start to what’s normally springtime work. Construction or home renovation, for instance.  This shifted job creation ordinarily seen in March or April into January and February.  If so, what we’re seeing now is temporary payback.  The real job growth trend is +160,000/+180,000 new positions a month.

3.  A third possibility comes from a Goldman report I’ve only read about in a Gavyn Davies blog for the FT. The idea comes from Okun’s “Law,” the suggestion that changes in the workforce move in line with the rise and fall of GDP.  In the Great Recession, argues Zach Pandl of Goldman argues, layoffs were much heavier than the fall in GDP warranted.  Similarly, during the recovery, job gains have been a lot greater than a tepid economy would justify.  However, we’ve recently reached the point where all the “extra” workers shed by companies during the downturn have been rehired.  Therefore, from this point on job gains will again move in lockstep with rises in GDP.  In other words, they won’t be much to write home about.

does it matter for investors?

For what it’s worth, I think there’s a small effect from warm winter weather in the ES data but the rest of the apparent weakness in March and April is a fluke–probably having to do with the seasonal adjustments Labor Department economists make to the raw data.

That’s not the important investment issue, though.  We all have to ask ourselves how much difference having the correct explanation for the April jobs figures makes for our equity investment strategy.  After all, we’re back to record-high levels of real GDP in the US even with a high level of unemployment.  The long-term unemployed are a political and social problem.  They aren’t necessarily a stock market one.

I can think of two ways in which interpretation of the ES results makes a difference:

–in the (unlikely, to me) case that the US economy is beginning to stall, or even to shrink a bit, a defensive stance is called for

–if there’s going to be negligible job growth in the US from this point on, then the strategy of 2009-2010 of emphasizing emerging markets and domestic firms that cater to the global affluent will likely be the right way to go.

Otherwise, the pattern of market action over the past eight months or so is going to continue–slow but steady outperformance by IT and by consumer discretionary firms that appeal to the broadest spectrum of domestic customers.

care for a Beveridge? … a curve, that is.

May 4, 2012 By in Beveridge curve, employment Tags: , , , , , , , , , Leave a comment

the Beveridge curve

This is a new one for me.  …and I thought I had seen most basic macroeconomic relationships.

The Beveridge curve is named in honor of a British economist, William Beveridge–although he didn’t develop it himself.  It maps the relationship between the unemployment rate and the job vacancy rate (number of unfilled jobs as a percentage of the labor force).

The relationship is inverse:  the higher the unemployment rate, the lower the percentage of vacant jobs should be; the lower the unemployment rate, the more likely it is that jobs will go at least temporarily unfilled–therefore raising the vacancy rate.

why is the curve important?

I found out about the Beveridge curve from a post written by Gavyn Davies, former head of the global economics department for Goldman, on the blog he writes for the Financial Times.  The post is titled “Why the Fed has taken QE3 off the agenda.”

It gives two important reasons for thinking that further quantitative easing is unlikely in the US.  One of these is the current behavior of the Beveridge curve.

In illustration, Mr. Davies prints a pair of charts which he’s borrowed from an economist from Barclays Capital, Peter Newland.  They depict the job vacancy rate on the vertical axis and the unemployment rate on the horizontal.

The first chart demonstrates that the current Beveridge curve is different from the pre-recession one.  The curve has shifted substantially to the right since 2008.  The present job vacancy rate would have been associated with a 5.5% unemployment rate less than a decade ago.   It’s now associated with an 8%+ unemployment rate.

Both Mssrs. Davies and Newland appear to believe that this shift is a permanent change.  In support of this idea, Mr. Newland’s second chart shows that a similar phenomenon occurred after the first oil shock in 1973-74, which triggered the worst post-WWII recession the world had seen until the recent Great Recession commenced.  So an outward shift of the Beveridge curve during a time of great economic change has already occurred before.

The conclusion they draw is that the current 8% unemployment rate is the functional equivalent of the pre-recession 5.5%.  If they are correct, and I think they are, today’s shifted Beveridge curve signals that we’re much closer to full employment in the US than the raw unemployment data would suggest.

This is important.

At full employment, monetary easing doesn’t create new jobs–there’s no one with the skills needed to fill them.  Instead, all loose money does is create a potentially damaging inflationary wage spiral as bidding wars break out to lure already employed workers from one firm to another.  Therefore, QE3 won’t happen.

another reason QE3 is off the agenda:  labor force participation rate

The labor force participation rate is the percentage of people of working age who are actually in the labor force–that is, either employed or willing to/looking for work.  What’s left over includes homemakers and students, among other groups.

One other group of non-participating persons of particular economic concern are so-called “discouraged workers.” These are people who have lost heart because they can’t seem to find a job and have ceased to look.  Although without jobs, they disappear from the unemployment statistics.  But they still lurk in the shadows, as it were, waiting to reenter the workforce when they conclude their chances they’ll find a job are more favorable and start looking again.

A quick look at the labor force participation rate suggests there might be a lot of discouraged workers.  The rate during 1998-2001 was 67.3%.  Now it’s at 64%.  Where did all those other 3.3% go?  Are they discouraged workers?

The short answer is “no.”

Mr. Davies cites a recent study by the Chicago Fed which concludes that the largest force behind this decline isn’t workers being discouraged by recession.  Rather, it’s a natural falloff in participation owing to the aging (and retirement) of the Baby Boom.  The Chicago Fed predicts that by 2020 the labor force participation rate will be lower than it is today, for the same age-related reasons.

Why is this important?  It, too, suggests that, with no gigantic pool of discouraged workers to fall back on, we’re much closer to full employment than the raw data would lead one to believe.

my thoughts

I’m solidly in the structural unemployment camp.  The wage increases for workers that we’re just beginning to see are further evidence that the US is running out of suitable candidates for jobs available.

Chronic unemployment is a terrible social problem.  But it can only be fixed through retraining and through continuing unemployment benefits.  Accommodative money policy won’t help.  Make-work infrastructure spending programs won’t do anything, either.   Facing a similar situation in 1990, Japan launched a series of massive public works construction projects, whose sole impact has been to mire that country more deeply in debt.

The bottom line is that the present loose money stance isn’t likely to last until late 2014, in my opinion.