Just when it looked like Facebook shares might finally have found
their footing, an event is looming that could put the stock back flat on
its face.
On Monday, current and former employees of the No. 1
social-networking company will be able to sell their shares for the
first time. It's only the second time since Facebook's May initial
public offering that lock-ups, which barred certain investors from
selling their shares, have been lifted.
But unlike the previous
lock-up expiration in August, which let early investors and venture
capitalists sell, this is the first one that lets employees cash in if
they choose. And this has the potential to unleash a deluge of stock,
flooding the market with shares just as buyers had been starting to show
interest again in the stock.
And, most important, it will be the
first time Wall Street gets to see how much Facebook employees "like"
their company's stock.
Overnight, employees could uncork an
additional surge of supply of Facebook shares on the market, all told,
of more than 230 million shares. That's a massive wave of new shares
amounting to roughly 11% of the company's existing 2.1 billion shares
outstanding.
But wait - there's more. This lock-up expiration
comes just weeks before an even bigger potential onslaught. The
unlock-up, if you will, that Wall Street is really bracing for is on
Nov. 14, when 777 million shares are eligible for sale. So in a roughly
two-week period, new shares equal to almost half of Facebook's current
shares outstanding become available for sale.
This happens at a
time when beleaguered Facebook investors, to put it lightly, could
really use a break. In less than six months as a public company,
Facebook's storyline has been one misstep after another.
Its
much-ballyhooed May IPO turned out to be a disaster. Its plan for making
money in the booming mobile market seemed nonexistent. Some of its
biggest early investors dumped their shares. And its first earnings
report as a public company, the second-quarter results, was a big
disappointment. Pessimism was so pervasive that in early September the
stock fell below $18.
This week, Facebook finally handed
investors some good news when its third-quarter results beat
expectations and showed the company was making headway in the mobile
market, boosting the stock nearly 20% in a single day.
That was
small relief considering the drubbing Facebook has taken. The shares are
still down more than 40% from the $38 IPO, so the additional supply
that could flood the market is just about the worst thing for Facebook
stock. "You have close to 1 billion shares coming through Nov. 15," says
Malcolm Fobes, portfolio manager at the Berkshire Focus fund, which had
a small position in Facebook as of the end of June. "I don't know if
you want to be in ahead of that."
An indication of employee confidence
Lock-up
expiration periods are pretty routine with IPOs. They're designed to
protect initial investors to a limited degree, providing them some
assurance that employees and other sellers won't instantly pile on with
selling immediately after a company goes public.
But the Facebook
lock-up expirations are grabbing more attention than most because the
IPO created such furor and then controversy. All the hype and hysteria
over social networking was concentrated in just a few stocks, with
Facebook being the granddaddy of them all.
Wall Street is keenly
watching because this will be the first indication of how loyal,
satisfied and optimistic workers are with Facebook and its prospects.
Rather than seeing their shares soar in the realization of a Silicon
Valley dream, workers instead have watched as their company's stock has
taken a beating. Up until now they had to sit on the sidelines. Starting
Monday, if they think the company's potential is still promising, they
can hold onto shares. If not, they can sell.
Many Facebook
employees were given restricted stock units that would be converted into
shares after the company went public. Depending on how long the
employee has been at the company, the cost basis on the shares will be
next to nothing. That means even though IPO investors are down 40% from
the $38 a share IPO price, employees who sell will be looking at
essentially pure profit. Some might feel it's prudent to at least sell
some shares to lock in these gains to pay for big expenses.
"Employees
have been waiting for their money for so long, postponing major
purchases, I think a good portion will sell and be done with it," says
Francis Gaskins of IPO Desktop Premium.
How the stock performs in
the wake of Monday's expiration will provide a barometer of the
predominant feeling among of Facebook employees about the stock, agrees
Jason Malak, managing director at CBIZ Valuation. "If employees sell the
stock, that sends a bad message to others that the price could go
down," he says. "They might know something you don't know."
Right now, employees aren't saying what they plan to do once they are
free to sell. Due to the sensitivity of the topic, most of the more
than two dozen current and former Facebook employees that USA TODAY
attempted to contact either didn't return calls or e-mails, flatly
declined to comment or wouldn't talk on the record. Facebook, too,
declined to provide any comment or tell USA TODAY what services it is
providing its employees to manage this financial decision.
Even
those who are willing to talk aren't saying much about their plans. Paul
Ollinger says he was one of the original 250 employee at Facebook after
joining the company in 2007 as an executive overseeing sales on the
West Coast. He still owns shares, but declines to say how many or what
he plans to do with them when he's able to sell. "I am very bullish on
the company, its people and the long-term value of the stock," he said
in an e-mailed response.
The first lock-up expiration proved to be
a major stumbling block for Facebook. On Aug. 16, Facebook shares set
what at the time was a new low, $19.87 a share, in heavy trading as the
first lock-up expired. Shortly after the expiration, it was disclosed
that large early investors such as venture capitalist Peter Thiel were
among those who took the opportunity to unload massive amounts of stock.
And
now the fear is that the first lock-up expiration was just a hint of
what might happen this time around, considering the much greater
magnitude of new supply involved.
Since Facebook's stock is down
so much from the IPO price, that might discourage employees from
selling, says Tim Keating of Keating Capital. Employees might sell 10%
of their holdings to "get a bonus," but many will likely hold on to see
if the shares recover, he says.
Profiting in mobile world crucial
This
is just the latest test of how willing investors are to be patient and
wait for social networking to pan out. Despite high hopes, social media
has been a bust for most investors. Shares of many of the promising
social-networking companies have crashed as the hope of profit remains
elusive.
The most dramatic example is that of Zynga, the online
game company that gets much of its revenue by providing games over the
Facebook website. Shares of Zynga came public in December 2011 at $10 a
share. Since then, the company has warned it's not doing as well as
previously thought, and the shares have plunged to $2.39.
Facebook
is at a similar crossroads, especially with the company's ability to
find ways to make money off its users who are increasingly accessing the
site using smartphones, says Terry Connelly, dean emeritus of San
Francisco Golden Gate University.
The company's ability to
convincingly create a business model that is bolstered by mobile, rather
than threatened by it, is more important than any short-term supply
issues created by the lock-up expiration, he says.
But while
Facebook might have time to find ways to profit in a mobile world, the
lock-up expirations are real and a big hurdle to overcome in the eyes of
investors.
Based on basic valuation metrics, Facebook's shares
are still relatively pricey, trading at 68 times earnings over the past
12 months. Compare that with the P-Es of Microsoft and Google of 14.5
and 22.1, respectively. "Investors think Facebook has more growth ahead
of it, but does it?" Keating says.
"Once investors start selling the stock, it's going to make a bad situation even worse," Malak says.
USA Today