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High profit IPO strategies finding breakout IPOs for
investors and traders 3rd Edition Tom Taulli Digital
Instant Download
Author(s): Tom Taulli
ISBN(s): 9781283715140, 1118434188
Edition: 3
File Details: PDF, 7.28 MB
Year: 2013
Language: english
ffirs.indd i 26/09/12 10:01 AM
Chapter Title i
HIGH-PROFIT
IPO STRATEGIES
Third Edition
Tom Taulli
Foreword xiii
Introduction xv
CHAPTER 1
Getting IPO Shares 3
Risk 4
The Calendar 4
Online Brokers 5
Build Relationships with the Syndicate Firms 8
Dutch Auction 8
Buy on Secondary Markets 10
Private Placements 10
IPO Mutual Funds 10
Directed Share Program 11
Follow-On Offerings 11
Direct Public Offerings 12
IPOs to Avoid 13
Conclusion 14
CHAPTER 2
IPO Basics 15
Why Do Companies Go Public? 15
Reasons Not to Go Public 19
JOBS Act 23
Cast of Characters 23
Conclusion 27
References 27
CHAPTER 3
IPO Process 29
Laws That Impact IPOs 29
Steps of the IPO Process 30
Conclusion 38
CHAPTER 4
Finding the Best IPO Information 41
Information to Get Your Feet Wet 42
In-Depth IPO Information 43
Other IPO Information Resources 45
Conclusion 47
CHAPTER 5
Making Sense of the Prospectus 49
Getting a Copy of the Prospectus 50
Main Sections 50
Front Matter 52
Graphic Material 54
Qualification Requirements 55
Prospectus Summary 56
Risk Factors 58
Letter from Our Founder 59
Market Data and User Metrics 60
Use of Proceeds 60
Dividend Policy 61
Capitalization 61
Dilution 62
Selected Consolidated Financial Data 62
Management’s Discussion and Analysis of Financial Condition and
Results of Operations 62
Business 63
Management 63
Executive Compensation 64
Certain Relationships and Related-Person Transactions 65
Principal and Selling Stockholders 65
Description of Capital Stock 66
Shares Eligible for Future Sale 66
Index to Consolidated Financial Statements 67
Miscellaneous Sections 67
Conclusion 67
CHAPTER 6
Balance Sheet 69
Some Fundamentals 69
Balance Sheet Overview 71
The Assets 73
The Liabilities 78
Conclusion 81
CHAPTER 7
Income Statement 83
Management’s Discussion and Analysis of Financial Condition and
Results of Operations 84
Conclusion 91
CHAPTER 8
Statement of Cash Flows 93
Background 93
Focus on Operating Cash Flows 96
Free Cash Flow 97
Stock Options 98
Factoring 98
Footnotes 98
Fraud and Misrepresentation 99
Conclusion 100
CHAPTER 9
Risk Factors 101
Inexperienced Management Team 101
Need for More Financing 102
Legal Proceedings 103
Market and Customer Base 104
Going Concern 104
Competition 105
Dual-Share Structure 106
CEO Dependence 107
Reliance on the Government 108
Unproven Business Model 109
Limited History of Profitable Operations 109
Small Market Potential 110
Cyclical Businesses 111
Conclusion 111
CHAPTER 10
IPO Investment Strategies 113
Neighborhood Investing 113
Invest in What You Know 114
CHAPTER 12
Tech IPOs 131
The Cloud 131
Social Networking 133
Mobile 135
Marketplaces 136
Security 136
Big Data 137
Evaluating a Tech IPO 138
Conclusion 140
Reference 140
CHAPTER 13
Biotech IPOs 141
FDA Approval 143
Analyzing Biotech IPOs 144
Conclusion 147
References 148
CHAPTER 14
Finance Sector IPOs 149
Banking 149
Asset Managers 152
CHAPTER 19
IPO Funds 191
Types of Funds 191
Mutual Funds 192
Exchange-Traded Funds 194
Closed-End Funds 195
Hedge Funds 197
Fund Strategies 198
Conclusion 200
References 200
CHAPTER 20
Spin-Offs 201
The Basics 201
Investing in Spin-Offs 204
Conclusion 205
References 205
CHAPTER 21
Fad IPOs 207
Spotting the Fads 208
Knowing When to Get Out of Fad IPOs 212
Conclusion 212
References 213
CHAPTER 22
Secondary Markets, Angel Investing,
and Crowd Funding 215
Pre-IPO Funding Process 216
Accredited Investor 216
How to Become an Angel Investor 217
Angel Deal Structures 217
Strategies for Angel Investing 218
Due Diligence and the Term Sheet 221
Secondary Markets 223
Crowd Funding 226
Conclusion 228
CHAPTER 23
The 100x IPO 229
The Amazon.com IPO 229
Conclusion 233
Conclusion 235
Appendix A: The Underwriting Process 239
Appendix B: Analyzing the Financial Statement Items 243
Glossary 247
About the Author 259
Index 261
Most any small private company that has a vision to become a major influ-
encer in its industry also has a vision to go public. The seeds of an initial
public offering (IPO) are often sown as the company starts up, providing a
framework that guides business evolution over the ensuing years. That was
certainly the case with NetSuite when we launched in 1998, at the height
of the Silicon Valley dot-com boom, with the vision of delivering a business
management application over the Internet. An IPO was in our DNA from
the start.
I met Tom Taulli as we enjoyed an Oakland Athletics baseball game
shortly before we went public. At that game, which I’m sure the A’s won (full
disclosure: A’s General Manager Billy Beane is on NetSuite’s board), Tom told
me about his forthcoming book to demystify the IPO process for individual
investors. This Foreword, which I was honored to be asked to contribute,
appears in the third edition of that groundbreaking book. Having read it, I
would say it is not only incredibly useful to the individual investor, it is also a
must-read for those CEOs facing their first trial in the public markets.
In 2007 when we decided the time was right to go public, we viewed the
IPO as a way to satisfy three main objectives: as a marketing strategy to raise
our profile and credibility among customers, prospects, and industry influ-
encers; as a validation for our employees that their hard work was paying off;
and as a way to raise capital to fuel further growth. Our IPO in December
2007 was remarkably successful. We’d set an offering price of $13 to $16 per
share, but market demand drove the price to more than $26—a figure that
was the largest jump in initial-to-final pricing since the Google IPO a few
years earlier.
Some of our IPO ideas were considered trendsetting in 2007 but have
since become far more prevalent (and of course, this book does a great job
of explaining the ins and outs of these various choices). For instance, we
conducted a true Dutch auction rather than a traditional IPO sale, and
we believe that approach raised more cash for the company than a more
xiii
common approach to the IPO would have. We raised $175.9 million, and
though we didn’t realize it at the time, that capital would prove useful when
the financial crisis of 2008–09 unfolded. It was a key factor in our ability to
grow the business during the global slowdown, even as companies in tech-
nology and other industries shrank or folded.
We also sold a very small percentage of the company—just 10 percent,
far less than the norm at the time—to raise adequate capital while not dilut-
ing the company. And we decided to list on the NYSE rather than on the
NASDAQ. We were one of the few technology start-ups listed on the NYSE
at the time, and since then, we have been joined by many others, including
LinkedIn and SolarWinds. In the final analysis, the goals we had for our IPO
to enhance our customer success, employee pride, and cash on the balance
sheet were met with flying colors.
Successfully executing an IPO—and meeting the demands for transpar-
ency and compliance that attend a public company—is a rite of passage that
leverages the management skill and processes developed during the private
years. The IPO is a major milestone for a successful company that fosters even
greater discipline, focus, and leadership, and ultimately strengthens our great
engine of capitalism. Conversely, history has shown that ill-prepared compa-
nies can stumble and fail at the IPO and in the harsh light of public scrutiny.
Helping investors understand the risk and rewards of an IPO and apply their
own due diligence is what this third edition of Tom Taulli’s High-Profit IPO
Strategies is all about.
I’ve been involved in the initial public offering (IPO) market since the mid-
1990s, which was certainly a great time to get involved. Netscape sparked
the Internet revolution with its massive IPO on August 19, 1995. On its first
day of trading, the stock soared from $14 to $57 and then ended the day at
$58.25. The company sported a market value of $2.9 billion even though
revenues were meager.
During this time, I got Internet fever and co-founded a company called
WebIPO. It was an early player in the industry to allocate IPO shares to retail
investors. All in all, it was a tremendous experience, but I also realized how
difficult it was to break through the walls of Wall Street.
Of course, the IPO market today is much different from IPOs during
the dot-com boom. It’s rare to see an IPO double or triple on the first day of
trading. In fact, the volume of deals is much lower today. Whereas the late
1990s may have had 500 to 600 a year, the number is now about 100 to 150.
But this is not necessarily a bad thing. The fact is that the IPO market
provides a vetting process. That is, it makes it tough for a flaky company to
hit the markets. Don’t expect to see crazy deals like Pets.com.
The IPO market remains a great place to find tremendous investment
opportunities. Even though the past decade has seen two recessions and a
horrible financial crisis, there have been standout public offerings, such as
Google and Salesforce.com.
Many of the top deals were not necessarily tech companies, either. Just
look at the successful IPOs from Chipotle Mexican Grill and Buffalo Wild
Wings.
The good news is that the IPO market will continue to be the place to
catch companies that are trailblazing the next big thing. Without a doubt, the
tech sector already has promising megatrends like cloud computing, mobile,
social networking, and big data.
But we’ll also see much progress in other categories like biotechnology,
new forms of energy, and transportation. There may even be advances in
xv
space exploration. Consider that SpaceX launched a rocket that docked with
the International Space Station in May 2012. The company’s ultimate goal is
to reduce the costs of space exploration by a factor of 10. Oh, and the com-
pany has plans to go public.
Now, as of this writing, there is still a lot of skepticism. The U.S. economy
is sluggish and unemployment is too high. Europe is having severe troubles,
and even China is experiencing a slowdown.
Yet such things will not blunt innovation. After all, Bill Gates started
Microsoft in the mid-1970s, when the U.S. economy was mired in a terrible
recession. It didn’t matter much to him.
So in my book, I want to help make your IPO investing a success and
catch the next big waves of innovation. To this end, there are four main parts.
Part One covers the fundamentals, such as the IPO process and how to obtain
shares. Next, we do a deep dive into strategies and research. This includes
covering online resources like EDGAR and RetailRoadshow. We also look at
how to interpret the S-1 document—spotting the risk factors and analyzing
the financial statements.
There’s even coverage of short selling. Unfortunately, there are still many
lackluster IPOs, but you can short them to make a tidy profit.
Part Three covers the many sectors of the IPO market. These include
technology, biotech, financial services, retailers, energy operators, and real
estate investment trusts (REITs). We also look at how to invest in foreign
companies. Let’s face it—there are many growth opportunities in global
markets.
The final part of the book looks at specialized transactions, such as
spin-offs. There is also coverage of the emerging area of secondary markets.
Essentially, these allow you to buy shares in pre-IPO companies.
Throughout the book, I cover a variety of short-term investment strate-
gies. While they can be good for decent gains, I think these can miss the big
picture, though. Getting the big gainers often means holding on to a stock for
several years. Just imagine if you had sold Amazon.com or Microsoft in the
early days. If so, you would have missed out on massive profits.
It’s true that IPOs are unpredictable. But then again, buying the no-
brainer blue-chip stocks can be risky, too. Just look at what happened to
companies like Eastman Kodak and Lehman Brothers.
As with any effective investment strategy, the way to deal with risk is to
diversify. You might, for example (depending on your risk profile), invest 5
percent of your net worth in IPOs. You can then allocate the rest of your funds
to other asset classes, such as stocks, bonds, and perhaps a little bit of gold.
In fact, chances are that you have already participated in the IPO market
and don’t realize it. How is this possible? The reason is that mutual funds are
the biggest purchasers of IPOs.
But again, if you want to get the big gains, you’ll need to do some research
and buy the stocks. And in this book, I give you all the information you need
to get going.
So let’s get started.
“(7.) From this exhibit of facts two convictions are natural, namely: We
must retain the oversight of this people; we must give them efficient
colored pastors.
“To retain these pastors as mere local preachers, subject to
appointment by white presiding elders, will impair rather than increase
their efficiency; will promote congregationalism among them rather than
itinerant missionary enterprise.
“To propose their incorporation with the existing annual conferences
will be attended with difficulties too formidable every way to be readily
disposed of, and the delay incident to such a proposition is incompatible
with the urgent requirements of the times.
“In view of these considerations, we recommend to the General
Conference for adoption the following preamble and resolutions:
“We, the committee to whom this subject was finally referred, beg
leave to report that we are not aware of any legal obstacle to the
reception of colored preachers into our annual conferences.”
“The Delaware Conference shall embrace the territory north and east
of the Washington Conference.
“Resolved, That in order to constitute the first conferences of colored
members, the rule of Discipline requiring a probation of two years, be so
far suspended as to allow the bishops to organize into one or more
annual conferences such colored local elders as have traveled two or
more years under a presiding elder, and shall be recommended by a
quarterly conference, and by at least ten elders who are members of an
annual conference.”
The Delaware Conference was organized July 28, 1864, and the
Washington Conference October 27, 1864. It will be noted that “the
constitutional rights of our colored members” were recognized, as
well as the difficulties of incorporating the work.
Let us now examine the above resolutions more closely.
Blessings seldom come unattended. At a glance any one can see
that the requests of the colored members had been granted.
Henceforth they were to have (1) colored pastorates, the very thing
for which they had prayed. No one doubts, we think, that the
granting of that very thing gave birth to all the other race questions
that do or may arise touching the relations of the two races within
the Church. The wisdom of that General Conference peered away
out into the future. It probably saw a time when advanced ideas
would lead men within the Church to advanced work. These
pastorates created by that General Conference were to be for
“colored people.” They were to be allowed (2) separate conferences.
There was no way to avoid them where there were “colored
pastorates for colored people.” Just so. These separate conferences,
however, were (3) “not to impair existing rights of our colored
members, nor yet (4) to forbid the transfer of white ministers to said
conferences where it may be practicable and deemed necessary.”
What “existing rights” had colored members? To remain in any
Church they chose within Methodism, or join with and worship in any
congregation within the Methodist Episcopal Church. It did not stop
there, but action was taken looking to the education of the race. The
General Conference Committee on Education reported as follows:
Just what “the peculiar character and relation” were, is not stated.
It may have been that the enterprise was sprung upon the Church
before it had been duly authorized. It may have been that its
“peculiar character and relation” meant that it was to be exclusively
colored. It makes no difference as to what was meant, some way or
other that institution soon passed into other hands.
“(1) Resolved, That in the events which have thrown the thousands of
freed people upon the benevolence of the humane and loyal people of
the North, we recognize a providential call to the Christian public for
contributions for their physical relief and mental and moral elevation and
especially to the Church of Christ for the means of their evangelization.
“(2) Resolved, That the best interests of the freedmen of the country
demand legislation that shall foster and protect this people, and we do
hereby respectfully but earnestly urge upon Congress the importance of
establishing, as soon as practicable, a Bureau of Freedmen’s Affairs, as
contemplated in the bills now pending.”
“A motion to strike out the words ‘the interest of the work,’ and insert
‘the unity and success of the Church,’ was laid on the table; and the
resolution was adopted as matured by the Committee on Boundaries.”
“(c) In the annual conferences they were and are brought under the
presidency of our bishops—the most efficient presiding officers in this or
any other country, a fact that became most obvious at the Ecumenical
Methodist Conference. The very methods of business in our annual
conferences, and the promptness with which it is dispatched under this
presidency, have had such influence on the older conferences that the
advantages of like administration to the colored conferences are obvious.
The influence of the conference session ought also to be named, as
these annual meetings of the preachers have all along affected most
favorably the character of Methodism. These colored preachers have
been coming together, as do their brethren in older conferences, to
report and review the year’s work, to pass upon the character of each
one, to consider the various connectional and benevolent causes, to
attend to all the business that is usually presented, and to enjoy the
social privileges and religious services to which all our preachers look
forward with deep interest. Every such session tends to make them wiser
and more effective in their work.
“(d) Under our system of study for probationers and deacons, the
colored preachers are steadily improving, and their conferences are
becoming more careful as to the qualifications of those who are received
into the ministry. I well remember the class taken on trial in the South
Carolina Conference in 1867; near a dozen of them were then uncouth
and ill-clad men, who seemed to have come direct from the plantations;
little or nothing was said as to even elementary education; they were
taken as they were, and sent out to do work for the Master, who
ordaineth strength even out of the mouths of babes. But it is radically
different in that conference now; at its session, last January, I heard the
report of examinations, and learned thereby that the standard of
qualification is applied more rigidly each succeeding year. I rejoiced in
this as a fact common to all these colored conferences; and yet I also
rejoiced to remember that when the exigencies required it, our Church
dared to send out the earlier members of that and other conferences,
illiterate as they were, to the work of winning souls.
“(e) These early colored preachers, coming as they did from a
condition in which there was no home, in the better sense of that word,
soon came to know something of the importance that our Church
attaches to Sunday-schools. They were organized, often in the crudest
form; but they have been improved, and now nearly two thousand are
reported in the twelve conferences. This work is important there, not
only because it is in behalf of the youth and children, but also because
there has been, and is, a relatively great demand for such work in the
South. It is a fact that the ratio between the number of Sunday-school
scholars and Church members of any and all Protestant denominations in
the South is far below what it is in the North. The schools organized in
our “new Southern field” have been aided with papers published by our
Church, and especially adapted to the condition of the scholars. All the
teachers employed by the Freedmen’s Aid Society have done good and
faithful service in these Sunday-schools. Through them the Church has
been, and is, furnishing moral and mental instruction to about one
hundred thousand of the youth and children, that will be of incalculable
value to them, and through them to the Church and the nation.
“(f) The Methodist newspapers published in the South—within this new
field—by our Church, in order to furnish a literature specially adapted to
the condition and needs of the people, have been potent for good. We
may not be able to estimate the force of the fact that papers have been
provided for them which they in a special sense regarded as their own. It
was no mean fact with them that a part of the capital of the Book
Concern was being employed to publish papers which, by their very
location, must chiefly be for them. And the presence of a depository of
books at Atlanta tended to impress the lesson, taught in so many ways,
that our Church was ready and anxious to help them in their every effort
to reach the plane of a higher and better life.
“Other facts might be named to show how every thing that is forceful
in our itinerancy and its auxiliary agencies has been constantly, wisely,
and effectively employed to reach, evangelize and elevate these colored
people. It has been more than a formal recognition of Christian equality;
it has been the continuous presence and power of educational relations
as well as educational agencies among them. The Church, during these
years, has recognized the divine call into her ministry of more than a
thousand of these men, thereby reposing a confidence and conferring an
honor that has been a special inspiration to them, and, in good degree,
to their people. Ministerial position and pastoral duties, prerogatives and
responsibilities, shared in common with the largest corps of preachers in
our country, have been made realities to them. When that whole people
shall come to the plane and glory of a true manhood and womanhood, it
will be known that the impartial planting of our system of itinerancy
among them was one of the early and potent means of their elevation.
“3. The aim of the Methodist Episcopal Church is to enlist every local
society in the support of her benevolent enterprises. She would give to
every person converted at her altars the opportunity to do work for the
Master. For this reason, all her pastors are charged with the duty of
presenting to their congregations the claims of the Missionary, Church
Extension, Freedmen’s Aid, Sunday-school, Tract, and Educational causes,
and of affording to all the opportunity to contribute thereto according to
their ability. Into each sphere of work represented by these causes, the
Church has been led by a marked providence, and her efforts in them
have been attended with her Lord’s signal favor. The presentation of
these causes in the relation they hold to the world’s evangelization, the
end for which Christ established his Church, teaches with special
emphasis the magnitude of her mission, and indicates the certainty of
ultimate success. How the faith of God’s people has enlarged under the
inspiration of this widening work! These causes have been presented
more or less fully to our new societies in the South.
“The colored preachers and people have taken a ready interest in the
Missionary Society because it carried the gospel to them. The preachers
were not learned, and the people were poor; but what if the earlier
missionary sermons were crude presentations of a world-wide cause?
what if but a few pennies were collected in a charge? the people were
thus coming into contact with the genius of the gospel, and beginning to
have some part in the movement that is conquering the world. Among
the many wise things done during the administration of the revered Dr.
Durbin as missionary secretary, the one of all others that has affected
and will continue to affect our Church the most, was providing for the
organization of the Sunday-schools into missionary societies; wise and
potential, because thus, in a practical and methodical way, the idea of the
world’s evangelization is fixed in the thought of the youth and children,
by far the greatest idea touching the human race that can be given to
the human mind.
“The special committee to which was referred the memorial of the New
Orleans preachers’ meeting of May 23d, asking for the election of an
additional bishop, who shall be of African descent, respectfully report:
That at a meeting of the committee, held May 30th, the statements of
the memorialists and their requests were carefully considered. The very
reasonable demand, that at least some action may be taken which shall
assure our people that the Methodist Episcopal Church invites to her
altars peoples of every nation, and extends to them equal rights in her
worship and government, was responded to with great unanimity by the
following declaration of facts which, we are persuaded, will be entirely
satisfactory to the memorialists.”
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