Facebook, Inc. is a state-of-the-art social networking company that used an IPO commencing May 18, 2012 to raise $16 Billion on trading of 460 million shares. While the company's IPO was highly successful in that respect, it also serves as a cautionary tale. Due to alleged overvaluation of the stock, the price shot up to $45/share at opening bell but eventually sank to $38.23 at closing bell. Furthermore, the stock continued to sink until it was valued at $27.10 on June 6, 2012. As a result, investors lost billions of dollars and brought numerous lawsuits against the company and its underwriters. Through Module 1 SLP, the basics of IPO and Facebook, Inc.'s successes and missteps become apparent. Clearly, Facebook, Inc.'s IPO was both a success story and a cautionary tale.
Business -- Corporate Finance -- IPO SLP
Facebook, Inc. is a social networking company that engaged in a simultaneously successful and flawed IPO resulting in multiple lawsuits against the company and its underwriters. Though the IPO traded on huge volume and raised $16 billion, it also reportedly resulted in the loss of $billions to investors due to stock overvaluation and supposed mismanagement. Due to these successes and failures, Facebook, Inc.'s IPO is a success story but also a cautionary tale.
Facebook, Inc. is a social networking company that was incorporated in 2004, has more than 5,000 employees, maintains its corporate headquarters in Menlo Park, CA and has more than 1 billion monthly active users on its site: http://www.facebook.com. It is a publicly traded corporation on the Nasdaq 100 and AMEX and its current stock price is $46.26 as of November 22, 2013 at 7:53PM EST (Yahoo, Inc., 2013). Facebook's Sales/Revenue and Profitability (Net Income) in thousands are:
Period Ending
Dec 31, 2012
Dec 31, 2011
Dec 31, 2010
Total Revenue
5,089,000
3,711,000
1,974,000
Cost of Revenue
1,364,000
860,000
493,000
Gross Profit
3,725,000
2,851,000
1,481,000
Operating Expenses
Research Development
1,399,000
388,000
144,000
Selling General and Administrative
1,788,000
707,000
305,000
Non-Recurring
Others
Total Operating Expenses
Operating Income or Loss
538,000
1,756,000
1,032,000
Income from Continuing Operations
Total Other Income/Expenses Net
7,000
(19,000)
(2,000)
Earnings Before Interest And Taxes
545,000
1,737,000
1,030,000
Interest Expense
51,000
42,000
22,000
Income Before Tax
494,000
1,695,000
1,008,000
Income Tax Expense
441,000
695,000
402,000
Minority Interest
(21,000)
(332,000)
(234,000)
Net Income From Continuing Ops
32,000
668,000
372,000
Non-recurring Events
Discontinued Operations
Extraordinary Items
Effect Of Accounting Changes
Other Items
Net Income
32,000
668,000
372,000
Preferred Stock And Other Adjustments
Net Income Applicable To Common Shares
32,000
668,000
372,000
(Yahoo, Inc., 2013)
Facebook, Inc.'s Total Assets, Total Liabilities and Owners' Equity in thousands are:
Period Ending
Dec 31, 2012
Dec 31, 2011
Dec 31, 2010
Assets
Current Assets
Cash And Cash Equivalents
2,384,000
1,512,000
1,785,000
Short-Term Investments
7,242,000
2,396,000
Net Receivables
1,170,000
547,000
373,000
Inventory
Other Current Assets
471,000
149,000
88,000
Total Current Assets
11,267,000
4,604,000
2,246,000
Long-Term Investments
Property Plant and Equipment
2,391,000
1,475,000
574,000
Goodwill
Intangible Assets
1,388,000
162,000
96,000
Accumulated Amortization
Other Assets
57,000
90,000
74,000
Deferred Long-Term Asset Charges
Total Assets
15,103,000
6,331,000
2,990,000
Liabilities
Current Liabilities
Accounts Payable
488,000
359,000
166,000
Short/Current Long-Term Debt
534,000
450,000
181,000
Other Current Liabilities
30,000
90,000
42,000
Total Current Liabilities
1,052,000
899,000
389,000
Long-Term Debt
1,991,000
398,000
367,000
Other Liabilities
305,000
135,000
72,000
Deferred Long-Term Liability Charges
Minority Interest
Negative Goodwill
Total Liabilities
3,348,000
1,432,000
828,000
Stockholders' Equity
Misc Stocks Options Warrants
Redeemable Preferred Stock
Preferred Stock
615,000
615,000
Common Stock
Retained Earnings
1,659,000
1,606,000
606,000
Treasury Stock
Capital Surplus
10,094,000
2,684,000
947,000
Other Stockholder Equity
2,000
(6,000)
(6,000)
Total Stockholder Equity
11,755,000
4,899,000
2,162,000
Net Tangible Assets
10,367,000
4,737,000
2,066,000
(Yahoo, Inc., 2013)
Facebook is state-of-the-art, famous and volatile. Its founders saw and used a very profitable and popular global market with huge financial returns (Forbes.com, LLC, 2013). Despite its worldwide successes, Facebook's IPO was full of mistakes, disappointments and possible deceit that caused a number of lawsuits (Tsukayama, 2012). The contrast between Facebook's successes and its difficult IPO interests me.
Facebook, Inc. filed its S1 Form Registration Statement with the SEC on February 1, 2012, with Morgan Stanley, J.P. Morgan and Goldman, Sachs & Co as the underwriters, 845 million active users reported, and this Consolidated Balance Sheet:
As of December 31, 2011
Actual
Pro-Forma (1)
Pro Forma As
Adjusted (2)(3)
(in millions)
Consolidated Balance Sheet Data:
Cash, cash equivalents, and marketable securities
3,908
$3,908
Working capital
3,705
4,034
Property and equipment, net
1,475
1,475
Total assets
6,331
6,660
Total liabilities
1,432
1,432
Additional paid-in capital
2,684
4,267
Retained earnings
1,606
Total stockholders' equity
4,899
5,228
(Facebook, Inc., 2012)
The IPO was intended to raise $5 billion with public trading of 421 million shares of stock at $28 - $35 per share, starting on May 18, 2012 (Facebook, Inc., 2012). However, there was so much hype and excitement about the IPO that when it began to trade, it first rose to $45/share. By the end of the day, the stock was valued at $38.23 per share, though it traded on volume of 460 million shares and raised $16 billion. After that day, the stock kept sinking until it was only $27.10 on June 6, 2012, costing investors billions and resulting in many lawsuits against Facebook and its underwriters (Tsukayama, 2012).
Module 1 SLP taught us basic concepts and legal requirements of an IPO, the factors considered when a company decides whether or not to use an IPO, and the mechanics of an IPO.
We learned the IPO steps: filing the S1 Registration Statement and prospectus that gives company information to the SEC and investors; SEC review of the documents and direction to correct the documents if they are inaccurate or do not follow the rules; the SEC order stating that the Statement is effective; and the company's development of either traditional or auction-based IPO. Here, Facebook, Inc. used the traditional IPO but the company and its underwriters apparently made several missteps and misstatements, at least according to the pending lawsuits. In addition, because the company was so popular, there was a great deal of hype that drove up the stock, apparently unrealistically and ultimately lead to apparent overvaluation of the stock and the loss of billions of dollars. Module 1 SLP also taught about the internal and external success factors considered for IPO, including: the possibility of using less expensive and less complex alternatives to IPO; "debt-to-equity" ratios used to see if the company is well-funded; the quality of management; the company's business strategy, brand and market position; the timing of the IPO; and the way in which the IPO will be run.
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