Why I usually avoid IPOs

I browsed the local paper for those stocks priced closest to the year low. There were 35 stocks listed: 29 derivatives (warrant) and 6 non-derivatives (mother share). Stemlife was in this list.

This company was listed with much hype in 2006.  Its revenue grew quickly in this virgin medical sector.  Those uninformed customers and investors saw "unlimited" potentials from this new medical technology.  The business model was not one with durable competitiveness.  With new competitors in the market, I can foresee this company's business will be challenging.

Listing in 2006 was the right timing as the stock was chased up to a high level during the bull market then.  At the peak market price of more than MR 6 in 2007,  its market cap was almost MR 900 million.   It was not surprising that a significant large investor (insider) sold when the price was close to its peak; making a huge profit from the shares, locking in many years of future profits that the company can hope to generate through its business.  

At 45 sen per share, its present market cap is MR 74.3 million. What is its intrinsic value?  Interestingly, more major investors sold and exited the company recently.

This is a good company to study as it provides a lot of education on how to select the stocks you wish to invest into.  In general, it is better to avoid IPOs.  IPOs are never priced cheap.  You can always let them build their business for a few years.  Given the track record you can then assess the business fundamentals with more certainties, before you invest.

Some simple rules I follow:

A good company can be a good investment at fair price or bargain price.

A good company may be a bad investment if you overpay.

Avoid a  lousy company at any price.

http://www.klse.com.my/website/bm/listed_companies/company_announcements/changes_in_s_holding/index.jsp

Insiders selling in huge volumes this January, desperate to unload

.

STEMLIFE BERHAD (ACE Market)

====19/01/2010 Notice of Person Ceasing (29C) - The Goldman Sachs International
====19/01/2010 Notice of Person Ceasing (29C) - The Goldman Sachs Group, Inc.
====19/01/2010 Changes in Sub. S-hldr's Int. (29B) - The Goldman Sachs International
Disposed 12/01/2010 5,706,000
====19/01/2010 Changes in Sub. S-hldr's Int. (29B) - The Goldman Sachs Group, Inc.
====18/01/2010 Changes in Sub. S-hldr's Int. (29B) - BERJAYA GROUP BERHAD
Disposed 14/01/2010 4,050,000
====18/01/2010 Changes in Sub. S-hldr's Int. (29B) - BERJAYA CORPORATION BERHAD
====18/01/2010 Changes in Sub. S-hldr's Int. (29B) - JUARA SEJATI SDN BHD
====18/01/2010 Changes in Sub. S-hldr's Int. (29B) - TAN SRI DATO' SERI VINCENT TAN CHEE YIOUN
====18/01/2010 Changes in Sub. S-hldr's Int. (29B) - HOTEL RESORT ENTERPRISE SDN BHD
====13/01/2010 Notice of Person Ceasing (29C) - HSC HEALTHCARE SDN BHD
====13/01/2010 Changes in Sub. S-hldr's Int. (29B) - HSC HEALTHCARE SDN BHD
Disposed 11/01/2010 10,000,000


Fundamentals

INCOME STATEMENT                           12/31/2006    2/31/2007  12/31/2008
Net Turnover/Net Sales	14,578	20,456	18,509
EBITDA	4,634	6,021	195
EBIT	3,719	5,112	327
Net Profit	3,772	5,515	1,317
Ordinary Dividend	-1,650	-1,650	-1,650

Recent Financial Results

Announcement Date		Financial Yr. End		Qtr	Period End		Revenue RM '000		Profit/Lost RM'000		EPS		Amended
04-Mar-10		31-Dec-09		4	31-Dec-09		4,971		-2,610		-1.55		-
24-Feb-10		31-Dec-09		4	31-Dec-09		4,971		-2,241		-1.33		-
26-Nov-09		31-Dec-09		3	30-Sep-09		4,331		410		0.27		-
20-Aug-09		31-Dec-09		2	30-Jun-09		3,691		65		0.09		-

Will Bad Money Drive Out Good in Chinese Private Equity?

Will Bad Money Drive Out Good in Chinese Private Equity?
November 30th, 2009


The financial rule first postulated by Sir Thomas Gresham 500 years ago famously holds that “bad money drives out good”. In other words, if two different currencies are circulating together, the “bad” one will be used more frequently. By “bad”, what Gresham meant was a currency of equal face value but lower real value than its competitor. A simple way to understand it: if you had two $100 bills in your wallet, and suspected one is counterfeit and the other genuine, you’d likely try to spend the counterfeit $100 bill first, hoping you can pass it off at its nominal value.

While it’s a bit of a stretch from Sir Thomas’s original precept, it’s possible to see a modified version of Gresham’s Law beginning to emerge in the private equity industry in China. How so? Money from some of “bad” PE investors may drive out money from “good” PE investors. If this happens, it could result in companies growing less strongly, less solidly and, ultimately, having less successful IPOs.

Good money belongs to the PE investors who have the experience, temperament, patience, connections, managerial knowledge and financial techniques to help a company after it receives investment. Bad money, on the other hand, comes from private equity and other investment firms that either cannot or will not do much to help the companies it invests in. Instead, it pushes for the earliest possible IPO.

Good money can be transformational for a company, putting it on a better pathway financially, operationally and strategically. We see it all the time in our work: a good PE investor will usually lift a company’s performance, and help implement long-term improvements. They do it by having operational experience of their own, running companies, and also knowing who to bring in to tighten up things like financial controls and inventory management.

You only need to look at some of China’s most successful private businesses, before and after they received pre-IPO PE finance, to see how effective this “good money” can be. Baidu, Suntech, Focus Media, Belle and a host of the other most successful fully-private companies on the stock market had pre-IPO PE investment. After the PE firms invested, up to the time of IPO, these companies showed significant improvements in operating and financial performance.

The problem the “good money” PEs face in China is that they are being squeezed out by other investors who will invest at higher valuations, more quickly and with less time and money spent on due diligence. All money spends the same, of course. So, from the perspective of many company bosses, these firms offering “bad money” have a lot going for them. They pay more, intrude less, demand little. Sure, they don’t have the experience or inclination to get involved improving a company’s operations. But, many bosses see that also as a plus. They are usually, rightly or wrongly, pretty sure of themselves and the direction they are moving. The “good money” PE firms can be seen as nosy and meddlesome. The “bad money” guys as trusting and fully-supportive.

Every week, new private equity companies are being formed to invest in China – with billions of renminbi in capital from government departments, banks, state-owned companies, rich individuals. “Stampede” isn’t too strong a word. The reason is simple: investing in private Chinese companies, ahead of their eventual IPOs, can be a very good way to make money. It also looks (deceptively) easy: you find a decent company, buy their shares at ten times this year’s earnings, hold for a few years while profits increase, and then sell your shares in an IPO on the Shanghai or Shenzhen stock markets for thirty times earnings.

The management of these firms often have very different backgrounds (and pay structures) than the partners at the global PE firms. Many are former stockbrokers or accountants, have never run companies, nor do they know what to do to turn around an investment that goes wrong. They do know how to ride a favorable wave – and that wave is China’s booming domestic economy, and high profit growth at lots of private Chinese companies.

Having both served on boards and run companies with outside directors and investors, I am a big believer in their importance. Having a smart, experienced, active, hands-on minority investor is often a real boon. In the best cases, the minority investors can more than make up for any value they extract (by driving a hard bargain when buying the shares) by introducing more rigorous financial controls, strategic planning and corporate governance. The best proof of this: private companies with pre-IPO investment from a “good money” PE firm tend to get higher valuations, and better underwriters, at the time of their initial public offering.

But, the precise dollar value of “good money” investment is hard to measure. It’s easy enough for a “bad money” PE firm to claim it’s very knowledgeable about the best way to structure the company ahead of an IPO. So, then it comes back to: who is willing to pay the highest price, act the quickest, do the most perfunctory due diligence and attach the fewest punitive terms (no ratchets or anti-dilution measures) in their investment contracts. In PE in China, bad money drives out the good, because it drives faster and looser.


http://bx.businessweek.com/investment-banking/view?url=http%3A%2F%2Fwww.chinafirstcapital.com%2Fblog%2F%3Fp%3D537

Case Studies on Chinese SME Companies Damaged By Greed, Deception and Crooked Investment Banking

Built to Fail – Case Studies on Chinese SME Companies Damaged By Greed, Deception and Crooked Investment Banking
May 26th, 2009 Leave a comment Go to comments


My last post dealt with the often-unprincipled conduct of the advisors, bankers and lawyers who created many of the disaster stories among Chinese SME companies seeking a stock-market listing. It’s not a topic that will win me a lot of friends and admirers among the many advisors, lawyers, and investment banker-types still active, sadly, sponsoring OTCBB and reverse merger deals in China. In my experience, they tend to put the blame elsewhere, most often on Chinese bosses who (in their view) were blinded by the prospect of quick riches and so readily agreed to these often-horrible transactions.

There’s some truth to this, of course. But, it’s a little like a burglar blaming his victim for leaving a second-story window unlocked. Culpability – legal and moral – rests with those who are profiting most from these bad IPO deals. That’s the advisers, bankers and lawyers. They are the ones getting rich on these deals that, too often, leave the Chinese company broken beyond repair.

The bad IPO deals are numerous, and depressingly similar. I don’t make any effort to keep tabs on this activity. I usually only learn specifics if I happen to meet a Chinese SME boss who has had his company crippled by doing an OTCBB listing or reverse merger, or an SME that is in the process of doing a deal like this.

Here are a few “case studies” from among the companies I’ve met. They make for depressing reading. I’m omitting the names of the companies and their advisers. The investment bankers on these deals deserve to be publicly shamed (if not flogged) for what they’ve done. But, the stories here are typical of many more involving crooked investment bankers and advisers working with Chinese SME. The story lines are sadly, very familiar.

COMPANY 1
A Guangdong electrical appliance company, with 1,500 employees, had 2008 revenues of $52mn, and net profit of $4mn, did a “reverse merger” in 2007 and then listed its shares on the OTCBB. Despite the company’s good performance (revenues and profits grew following the IPO), the share price fell by 90% from $4.75 to under 5 cents. At the IPO, the “investment advisors” sold their shares. The company also raised some cash, about $8mn in all. But, quickly, the share price started to fall, and the market capitalization fell from high of $300mn to under $4mn. The company’s management didn’t have a clue how to manage a US publicly-traded company (none spoke English, for one thing), and so started making regulatory mistakes and had other problems with filing SEC documents. The company’s management, still with much of the $8mn raised in the IPO in its corporate bank account, then started selling personal assets at wildly inflated prices to the company, and so used these related party transactions to take most of the remaining cash from the business into their pockets. No surprise, the company’s auditors discovered problems during its annual SEC audit, and then resigned.

The company’s share price is so low it triggered the “penny stock” rules in the US, which limit the number of investors who are allowed to buy the shares.



COMPANY 2
An agricultural products company with $73 million in 2008 revenues chose to do a “reverse merger” in the US, to complete a fast IPO early in 2009. The company got the idea for this reverse merge from an investment adviser in China who promised to raise $10 million of new capital as part of the reverse merger. The agricultural products company believed the promise, and spent over $1 million to buy the listed US shell company, including high fees to US lawyers, accountants and advisers.

After buying the shell and spending the money, the company learned that the advisor had failed to raise any new capital. The company now has the worst possible situation: a listing on the OTCBB, with no new capital to expand its business, a steadily falling share price, and annual costs of being listed on the OTCBB of over $500,000 a year. At this point, no new investor is likely to invest in the company, because it already has a public listing, and a very low share price.

Because of this reverse merger, the company’s financial situation is now much worse than it was in 2008, and the company’s founder effectively now has no options to finance the expansion of his business which, up until the time of this reverse merger, was thriving.



COMPANY 3
In 2008, an outstanding Guangdong SME manufacturing company signed an agreement with a Guangdong “investment advisor” and a small US securities company that specializes in doing “Form 10 Listings” of Chinese SME on the OTCBB. They told the company’s boss they were a “Private Equity firm”. The investment advisor and the US securities company were working in concert to take as much money from this company as possible. Their contract with the company gave them payments of over $1.5 million in cash for raising $6mn for the company, a fee of 17%, and warrants equal to over 20% of the company’s shares. The $6mn would come from the securities company itself, so it could claw back a decent chunk of that in capital-raising fees, and also grab a huge slug of the equity through warrants.

The securities company quickly scheduled a “Form 10” IPO for summer of 2008, and arranged it so the shares to be sold would be the warrants owned by this securities company and the Chinese investment advisor. So, according to this scheme, the Chinese SME would have received no money from the IPO, and all the money (approximately $10 million) would have gone direct to the securities company and the advisor.

The securities company deliberately misled the SME founder into thinking his shares would IPO on NASDAQ. Further, they gave the founder false information about the post-IPO performance of the other Chinese SME they had listed through “Form 10 Listings” on the OTCBB. Most had immediately tanked after IPO.

In this case, the worst did not happen. I had met the boss a few months earlier, through a local bank in Shenzhen, and liked him immediately. Before the IPO process got underway, I offered him my help to get out of this potentially terrible transaction. This was before I’d set up China First Capital, so the offer really was one of friendship, not to earn a buck. I promised him if he could get out of the IPO plan, I’d raise him money at a much higher valuation from one of the best PE firms in China.

The boss was able to cancel the IPO plan, and I started China First Capital with the first goal of fulfilling my promise to this boss. CFC quickly raised the company $10mn in private equity from one of the top PE companies , and the valuation was over twice the planned IPO valuation from the “investment advisor” and the securities company. This SME used the $10mn in pre-IPO capital to build a new factory to fill customer orders. 2009 profits will double from 2008. The company is on path to an IPO in 2011, and at that time, the valuation of the company will likely be over $300mn, +7X higher than at the time of PE investment.


http://bx.businessweek.com/investment-banking/view?url=http%3A%2F%2Fwww.chinafirstcapital.com%2Fblog%2F%3Fp%3D537

Expensive IPOs failed due to overpricing

Expensive IPOs failed due to overpricing

3 Nov 2009, 1045 hrs IST, Supriya Verma Mishra, ET Bureau


Initial public offerings are back, so are investors who have not learnt their lessons. There is nothing more disturbing for an investor than missing More Pictures
out on potentially high returns IPO, which can be flipped in a few weeks. Some have made millions that way, but most seem to have lost money.

Most share sales since 2004 failed to deliver, thanks to robber barons and bankers who took every penny possible out of investors’ pockets, shows an ET Investor’s Guide analysis. Not that those investors were naive. It was greed, when they queued up to shell out hundreds of rupees for a share in companies with no revenues even!

The frenzy among retail investors is not back to where it was in January 2008, but is rearing its head. A risk-return analysis of past IPO’s suggested that investors need caution in a market, which is to see a flood of IPOs. About 20 companies are set to raise Rs 20,000 crores in the next 2-6 months (depending on SEBI clearance).

Legendary investor Warren Buffett is wary of IPOs. Shouldn’t retail investors walk his path? “It’s almost a mathematical impossibility to imagine that, out of the thousands of things for sale on a given day, the most attractively priced is the one being sold by a knowledgeable seller to a less-knowledgeable buyer,” Buffett reportedly said on IPOs.


Check out the IPOs that failed to deliver


Methodology

Out of the 277 odd companies that raised funds through an IPO since 2004, we short-listed those that raised more than Rs 100 crore. It led to choosing 114 companies. We then calculated the returns from these investments at IPO price and their current market price. We compared with the returns the Sensex provided from the date the stock listed till Friday. Having done this, we worked out the shortfall, or gains in the returns posted by stock vis-àvis the Sensex starting from the period the stock began trading.

Out of the 114 companies; a little over one-fourth (30) bettered the Sensex return during the period and another half a dozen were in line with the broader market. In a majority of the IPOs, however, investors lost their capital, leave alone getting returns. About two-thirds of all IPO companies (65) are trading below their offer price out of which nearly 60% of them are at half their initial sale price. Investors might have been better off with bank deposits.


The analysis

But why did majority of the IPOs fail to deliver? The usual answer from the companies and bankers will be “that’s the way market is”. Although there’s no single reason, a dominant one is the pricing as sellers try to get the maximum, which, at times may be even higher than their traded peers by sugar-coating prospects. Broadly speaking, the companies that debuted with high valuations compared to their listed peers failed miserably.

A company which has a nascent business and asking for a valuation 60-100 times its latest annual earnings is almost robbery, but have happened. In order to support such a pricing, it will have to more than double its earnings every year on consistent basis. This is well nigh impossible in best of circumstances, not surprisingly most of these high fliers fail to deliver.

Most of the IPOs in our sample however failed to deliver simply because they were priced too aggressively. This includes initial public offers of Suzlon Energy (priced 55 times its preceding year’s earnings), jewellery maker Gitanjali Gems (112x), and multiplex operator PVR (140x) among others. Besides the company specific reasons, the common factor among them was their high price to earnings (P/E) multiple that they were asking.

At a P/E of 140x, PVR would have to grow at least 70-80% to justify such rich valuations. However given the unreasonable valuations and too much expectation built into the price, these stocks were the first ones to be slaughtered at the hint of first trouble in the market.


Other cases of irrational exuberance include Reliance Power and Mundra Port. In Jan’ 08, Reliance Power raised Rs 11,700 crore from the market at More Pictures
five digit earnings multiple and no revenue from operations. It is yet to generate any revenues form electricity. For the year ended March’ 09 it had other income of Rs 360 crore.

The company’s gross block remains at a miniscule Rs 295 crore (on consolidated basis) and the market capitalisation it still has is Rs 38,000 crore, a far cry from the more than 84,000 crore at the IPO price. Similarly for Mundra Port, out of Rs 1,770 crore raised, close to half of the funds still remain unutilised after two years.

Financial services were the worst hit during the last year’s market meltdown. Future Capital listed in 2007 at a price to book value (P/BV) of 35. The company had priced the stock so aggressively that it is down 69%. Today it is trading at a P/BV of 2.5x. Being a new player, this is steep when compared to bigger players like Motilal Oswal (2.98x) and M&M Financial (1.72x). Precisely for this reason Future Capital’s daily compounded return is –33 % as compared to M&M’s 7%.

There are some who were battered by the economic circumstances. Like in case of Jet Airways, which was the only listed airliner. With Rs 400 crore profit in its first year of listing, the stock was reasonably priced at 26 times its trailing year earnings. But within two years of its IPO, its finances were shattered due to a price war and record high crude oil prices. It is struggling.

There were some IPOs where investors made money too, like the public sector companies, which usually don’t price aggressively. Public sector units such as Power Finance Corp (13.2x) and Rural Electrification (15x) were reasonably priced. Undergarments maker Page Industries (27x), and Tulip Telecom (13.9x) were attractively priced and have returned at least 38 %daily annualised returns. Besides pricing, their business model was very unique.

Like Page Industries is the sole manufacturer and marketer for the innerwear brand ‘Jockey’ for the last ten years. Thus it not only plays the role of a contract manufacturer but also actively creates brand awareness for the foreign brand. They raised funds for expanding their business and not setting up a business from scratch, so their gestation time to generate returns was very low.

While it is may not be appropriate to paint all the IPOs with the same brush, investors should be cautious that the majority are over-priced and may choose the ones that are priced at a discount to their listed peers, or wait for the market to arrive at a price, possibly lower than the IPO one.

http://economictimes.indiatimes.com/Features/Investors-Guide/Expensive-IPOs-failed-due-to-overpricing/articleshow/5187660.cms?curpg=1

IPOs and Superior Returns

IPOs always have fascinated investors. New companies are launched with enthusiasm and hope that they can turn into the next Microsoft or Intel.

Historically,

• The large demand for IPOs means that most IPOs will "pop" in price after they are released into the secondary market, offering investors who bought the stock at the offering price immediate gains.
• For this reason, many investors seek to obtain as many shares in IPOs as possible, so underwriting firms ration the shares to brokerage firms and instituional investors.

A study by Forbes magazine of the long-term returns on IPOs from 1990 to 2000 showed that investing in IPOs at their OFFERING price beat the S&P 500 Index by 4% per year.

However, many investors forget that most IPOs utterly fail to live up to their promise after they are issued. A study by Tim Loughran and Jay Ritter followed every operating company (almost 5000) that went public between 1970 and 1990.

• Those who bought at the market price on the first day of trading and held the stock for 5 years reaped an average annual return of 11%.
• Those who invested in companies of the same size on the same days that the IPOs were purchased gave investors a 14% annual return.
• And these data do not include the IPO price collapse in 2001.

Investing in IPOs?

Investing in IPOs?

A question from Yahoo! Answers:

Investing in newly floated companies?

Just a thought…. I guess new companies floating on the stock market make an interesting investment. High risk and possibly great gain??. Does anyone have any opinions on this? How can you find out about new floatation? Does anyone know how many occur in a typical year?

Companies issuing stock during 1970-1990, whether in an initial public offering (IPO) or a seasoned equity offering (SEO), have been poor long run investments for investors.

During the five years after the issue, investors have received average returns of only 5% per year for companies going public and only 7% per year for companies conducting an SEO.

Book to market effects account for only a modest portion of the low returns. An investor would have had to invest 44% more money in the issuers than in non-issuers of the same size to have the same wealth five years after the offering date.

Source:
Loughran, Tim, and Jay R. Ritter, 1995, “The new issues puzzle,” Journal of Finance 50, 23-51.



http://www.myvirtualdisplay.com/2007/01/17/investing-in-ipos/