Monday, September 17, 2012

Focus Media: Three interpretations - which one is right


This blog has demonstrated a bunch of bizarre transactions in Focus Media's accounts. In particular I have focussed on transactions during 2009 in which vast sums appear to have been lost in businesses that were acquired from companies formed only months before acquisition. In each of these cases the business was sold or mostly given back to the original owner.

Here is the disclosure I focussed on (but there are other strange disclosures I could pick):

2009 Disposition
In 2009, we aborted a contemplated initial public offering for its Internet advertising segment due to the economic recession in late 2008. As a result, between August and December 2009, we disposed of six underperforming subsidiaries in that segment through a series of individual transactions with their respective original owners. Each of the subsidiaries was considered a component of our company, and their results have been included in discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax losses of $127.6 million and $45.4 million, respectively, related to these subsidiaries. We recorded a loss on disposal of $44.1 million.

The following table summarizes the acquired subsidiaries in the mobile handset advertising services segment and Internet advertising segment that were sold back to their original owners in 2009:

Acquisitions
Date of
acquisition
Business segment
Proceeds paidDate of
Disposal
Loss on
disposal
1.
Catchstone(1)
2007-4-16  
Internet advertising
$14,489,647  2009-12-22  $11,560,617  
2.
WonderAd(2)
2007-9-15  
Internet advertising
$14,926,003  2009-11-30  $14,926,003  
3.
Jiahua(3)
2007-8-15  
Internet advertising
$7,659,158  2009-12-1  $7,659,158  
4.
Wangmai(4)
2007-9-1  
Internet advertising
$2,749,158  2009-12-14  $2,749,158  
5.
Jichuang(5)
2007-12-1  
Internet advertising
$366,032  2009-8-24  $366,032  
6.
1024(6)
2008-3-1  
Internet advertising
$3,397,124  2009-12-18  $3,397,124  
7.
Dongguan Yaya(7)
2007-10-1  
Mobile handset advertising services
$1,540,612  2009-2-28  $1,588,110  

(1)The original sellers which subsequently repurchased Catchstone were Only Education Holding Limited and Maxnew Holdings Limited, BVI companies owned by a single PRC individual unrelated to our company.
(2)The original seller which subsequently repurchased WonderAd was Megajoy Pacific Limited, a BVI company ultimately owned by seven PRC individuals unrelated to our company.
(3)The original sellers which subsequently repurchased Jiahua were two PRC individuals unrelated to our company.
(4)The original seller which subsequently repurchased Jichuang was Richcom International Limited, a BVI company owned by a single PRC individual unrelated to our company.
(5)The original sellers which subsequently repurchased Keylink Global Limited were four PRC individuals unrelated to our company.
(6)The original sellers which subsequently repurchased 1024 were two PRC individuals unrelated to our company.
(7)The original sellers which subsequently repurchased Dongguan Yaya were Sinoalpha Limited and Max Planet Limited, BVI companies each of which is owned by a separate single PRC individual unrelated to our company.

The main thing demonstrated was that all the British Virgin Island (BVI) companies above:

* had the same address despite being explicitly unrelated parties, 
* had the same phone number despite their non-related status, 
* in all cases except one had been formed only a few months before they sold a business for millions of dollars to Focus Media 
* in the exception had been formed after they sold the business to Focus Media 
* had in all but one case later been struck off the register for non-payment of a fee.

Moreover the companies given back in 2009 were given back with a lot of cash (some 27 million dollars) embedded in the companies as they were given away. Focus Media on the disclosed accounts appear to have given away cash.

Three interpretations 

originally had three interpretations of this disclosure. These were

(a). The accounting statements absolutely straight, Focus Media really did buy all these businesses, lose a huge sum of money on them and gave them back to their original owners,

(b). Focus Media used these transactions facilitate the mass looting of the company. That is the money was not really lost, but rather the business were purchased and given back to their original owner as part of some scheme to steal from the company.

(c). That the losses were fake - a form of profit washing. In this interpretation Focus Media reports fake earnings (say inflated revenue or deflated cost, most likely inflated revenue) and this loads the balance sheet with fake cash. The fake cash needs to be removed (or the auditors will find it or shareholders demand it) so the fake cash gets removed from the balance sheet with fake losses on rubbery transactions.

Two interpretations left

On the information as discovered so far interpretation (a) above requires one to believe that all these seemingly unrelated parties found the same lawyer to register their BVI entities and that these businesses generated millions of dollars in net worth in a few months before they were sold to Focus Media.

Indeed you need to believe that Richcom, which was not even in existence, had a business that Focus Media was happy to buy for millions of dollars.

There are scenarios where interpretation (a) remains possible. For instance if all the Chinese entrepreneurs had the same lawyer and hence all the addresses are the same, and that lawyer was sloppy and forgot to actually register Richcom. They might have the same lawyer because they socialize at the same Karaoke bar.

However interpretation (a) requires this unlikely combination of circumstances.

This leaves two remaining interpretations (b) and (c) above. Either the company was being looted or there were fake profits and the losses described above were fake losses whose accounting function was to make the books balance when there were fake profits elsewhere.

These two interpretations have wildly different implications for the future of Focus Media

The main response to my posts is to say that all I have demonstrated was that Focus Media prior to 2009 was a very dodgy company. Bill Bishop - one of the more sophisticated China watchers - tweeted as much:


  Pre crash fmcn had lots of the crap you and muddy waters have documented, post crash fmcn cleaned up


Indeed this was also the response to Muddy Waters who alleged fraud at Focus Media about a year ago. There were just a bunch of dodgy transactions.

But my interpretations (b) and (c) above have wildly different outcomes for the stock.

If the company was being looted - as say Bill Bishop and many others imply - then there was something there to loot.

Something there to loot suggests the company really is valuable.

Once the looting stops (and you would presume it would stop after being taken private) then the cash flow is real and can service lots of debt and make the PE buyers rich.

If however (c) is true then the losses recorded in 2009 were fake losses - then the profits recorded were fake profits. If this is the case then the company can't service lots of debt (the profits were fake and you can't service real debt with fake profits) and the PE deal will collapse.

Indeed if the profits were not real then there is nothing there to loot, nothing of any real value - and an end value for the stock is below $2 (and I think probably below $1).

The accounts since 2009

The accounts since 2009 have shown a fairly steady build up of cash and financial assets. The two interpretations have something to say about that.

In interpretation (b) the company was heavily looted in 2009. However it is a valuable company and since then that value has accumulated as cash on the balance sheet. To believe this you have to assume that the management were evil but they somehow turned good.

In interpretation (c) the company was not looted in 2009, just a huge pile of accumulated fake cash was removed from the balance sheet by having fake losses. Since 2009 the company has continued to accumulate fake cash. Eventually that fake cash will also need to be removed from the balance sheet. This situation is just like at the end of 2008 where this interpretation would imply the company had also accumulated a bunch of fake cash only to have it removed by fake losses in 2009. To believe this you have to believe the company is currently accumulating fake assets (including some fake cash).

It is of critical importance to the stock to work out which is true. If (b) is true this deal will close and you will get $27 a share. If (c) is true the deal is likely to fail - and the downside is to maybe a dollar or two a share. [There are reasonable scenarios where the downside is to zero...]

Indications that it might be C and the shares are nearly worthless

There are several things that indicate that it is more likely to be (c) than (b). Here are a few.

The company had a Renminbi shortage in 2006

I know it is a long time ago - but this is a startling disclosure:

In March 2006, Weiqiang Jiang, the father of Jason Nanchun Jiang (the CEO/controller of Focus Media), provided a short-term loan to the Group of approximately $2.5 million to relieve a temporary shortage of Renminbi the Group experienced at that time. The loan is unsecured and was provided to us at no interest. The loan will become due and payable in full on June 30, 2006.

The company disclosed a "temporary shortage of Renminbi". At the time the balance sheet showed plenty of cash and cash generation. The only way that there could have been a Renminbi shortage is if the cash was fake. And the cash was only fake if the earnings were fake. Moreover a Renminbi shortage implies almost no net cash generation - consistent with a worthless or nearly worthless share.

The disclosure of a Renminbi shortage is consistent with interpretation C.

The company appeared to pay cash to a company that did not yet exist

In August 2007 Focus Media purchased a business from Richcom International for over $2 million. The only problem is that Richcom International was not formed until October 2007. In other words it appeared to pay cash to a company that did not exist.

A company that does not exist has a very hard time opening a bank account and hence has a hard time receiving cash.

But it has no problem receiving fake cash (you don't need a bank account for that).

This is consistent with interpretation C. Fake cash paid comes from fake profits.

In 2009 the company essentially gave away almost all the subsidiaries it disposed of, but the accounts showed that those subsidiaries had 27 million in embedded cash

Above there is a list of companies disposed of in 2009. All of those were given back to their original owners. In some cases a small consideration was paid.

However the cash flow statement for the year shows that in excess of 27 million dollars was embedded in the companies that were given back to their owners in 2009.

This could be looting - but is particularly blatant - just giving away cash.

The alternative hypothesis is that the cash embedded was fake. This appears more reasonable to me than actually blatantly just giving away cash.

The company used to overstate its number of movie screens

Overstating things like numbers of movie screens is consistent with overstating revenue. Overstating revenue will give you fake cash as per (c) above.

The company used to say that it had 27,164 theatres on which it displayed averts. There were less than 1600 in all of China at the time. This sort of overstatement leads one to question whether other things are being overstated - and hence fake cash is being produced.

That is supportive of interpretation (c) above.

The company claims extremely high revenue per movie screen

The company later restated down the number of movie theatres it displayed in - but it never restated down the revenue from those theatres. Revenue per theatre ran at over $27 thousand average last year - above the average and near the high-end of US revenue per theatre.

Moreover it was running at roughly a $40 thousand per theatre run-rate in the fourth quarter of last year. That is above the peak in the US.

Advertising rates in China are substantially lower than the US. Moreover my independent inquiries suggest the revenue per screen in China is closer to $7,500 per year.

Overstated revenues means fake earnings and fake cash as per interpretation (c) above.

The company overstated and restated down the number of LCD screens it has

The company recently reclassified a whole lot of screens in the LCD business to the poster-frame business. The reason given was that they were originated by the LCD business and hence counted as LCDs. Perhaps plausible but also consistent with generally overstating things and hence overstating revenue.

Overstated revenue leads to fake cash as per explanation (c) above.

The company claims to make huge margins from a business that nobody finds profitable elsewhere in the world

How many 17 inch displays showing adverts have you seen in residential buildings in countries other than China? They do not exist in Australia. I have not seen them in New York. Sometimes in office buildings or hotels (usually advertising the facilities of the hotel). Never in residential buildings.

That is because nobody can make them profitable in residential buildings outside China.

However they claim over $3000 per screen of revenue in China. If you could get that much revenue in China (where advertising rates are low) you could get more elsewhere and the screens would grow like mushrooms in dark elevator lobbies all over the planet.

They are not.

Either China is really different or the revenue and profits are overstated in China as per interpretation (c) above.

Summary

Most of the evidence is consistent with (c) above. The strange transactions are not looting as the bulls in the stock would suggest. Interpretation (c) is that these transactions are the washing of fake profits by producing offsetting fake losses.

In that case the business earnings are not real and the business cannot support all the debt that the PE firms will laden it with. The private equity deal will fail as the debt defaults.

It is hard to tell what the stock is worth absent a PE bid. However as nobody can make an LCD business substantially profitable in (say) America what is it worth in China where advertising rates are lower?



John


PS. There is someone associated with this deal who has been arrogantly telling friends that they love this blog. They say I am keeping the pricing pressure down and making this deal easier.

If interpretation (c) is right this deal will collapse spectacularly after it closes (the debt will default, the PE buyers will get nothing). And you were warned and continued regardless.

The explanation for your recent arrogance is probably "deal fever". But as I said at the beginning of this sequence of posts private equity has the ability to due diligence and your limited partners will be expecting rigour over hubris.

If you do the deal and it fails spectacularly (despite ample warnings) your limited partners and the regulators will believe something worse than hubris. Probably far worse.

My guess for what they will believe: that you did this deal knowing it to be fraudulent and that you got kick-backs for doing it. They will believe you looted your own funds. That belief may or may not be true - but that is what they will suspect.

If interpretation (c) proves correct and you close this deal your career (and possibly your whole life) will get very difficult indeed.

Of course if I am wrong and interpretation (a) or (b) is true this will be a great deal. Go for it.




J

Sunday, September 16, 2012

Follow Bill Bishop's twitter feed now

Samuel Johnson declared that patriotism (and presumably its twin nationalism) was the last refuge of the scoundrel.

The Chinese regime has been doing a lot of it lately (of which attacks on Western short-sellers are a very minor example).

The latest burst of nationalism has come back to bite and if you want live updates follow Bill Bishop's twitter feed live from China:


Selected tweets:


Bill Bishop ‏@niubi
Panasonic Plant in China on Fire as Anti-Japan Protests Escalate - Bloomberg 


banner in shenzhen calling 4 "nuclear extermination of japanese wild dogs" good 4 US pivot, just need to put $$ in2 it 


kids attacking a Japanese car, supposedly in Zunyi per weibo

In Chengdu, police headed off 2,000 protesters who were trying to charge to U.S. consulate. They wanted U.S. "to listen to their voices".




John

Thursday, September 13, 2012

The choice of lawyers in Tortola: Focus Media counterparties edition


The main streets of Tortola are a little dusty. When I wandered down them they were surprisingly empty but then it was hot. Very hot. There were irregular English tourists who had wandered away from the coastal resorts for a look-see. You could tell them, they were sunburnt to a strange crimson. There was the odd local seeking those tourists out (and me at the time) to offer us marijuana. There were signs for the local poison (Pusser's rum).

Beyond that there were lots of low-slung, excessively air-conditioned office buildings that contained lawyers. Lots and lots of lawyers.

After all Tortola is tax-haven in the sun with British law. The lack of taxes and the lawyers to protect your rights are the industry in the British Virgin Islands - and lots of people structure their businesses there.

Including the people that Focus Media does business with.

Here is a list of 2009 dispositions made by Focus Media (you will find the original in the latest 20F filing):



2009 Disposition
In 2009, we aborted a contemplated initial public offering for its Internet advertising segment due to the economic recession in late 2008. As a result, between August and December 2009, we disposed of six underperforming subsidiaries in that segment through a series of individual transactions with their respective original owners. Each of the subsidiaries was considered a component of our company, and their results have been included in discontinued operations in the consolidated statements of operations. The results of discontinued operations include net revenues and pretax losses of $127.6 million and $45.4 million, respectively, related to these subsidiaries. We recorded a loss on disposal of $44.1 million.

The following table summarizes the acquired subsidiaries in the mobile handset advertising services segment and Internet advertising segment that were sold back to their original owners in 2009:

Acquisitions
Date of
acquisition
Business segment
Proceeds paidDate of
Disposal
Loss on
disposal
1.
Catchstone(1)
2007-4-16  
Internet advertising
$14,489,647  2009-12-22  $11,560,617  
2.
WonderAd(2)
2007-9-15  
Internet advertising
$14,926,003  2009-11-30  $14,926,003  
3.
Jiahua(3)
2007-8-15  
Internet advertising
$7,659,158  2009-12-1  $7,659,158  
4.
Wangmai(4)
2007-9-1  
Internet advertising
$2,749,158  2009-12-14  $2,749,158  
5.
Jichuang(5)
2007-12-1  
Internet advertising
$366,032  2009-8-24  $366,032  
6.
1024(6)
2008-3-1  
Internet advertising
$3,397,124  2009-12-18  $3,397,124  
7.
Dongguan Yaya(7)
2007-10-1  
Mobile handset advertising services
$1,540,612  2009-2-28  $1,588,110  

(1)The original sellers which subsequently repurchased Catchstone were Only Education Holding Limited and Maxnew Holdings Limited, BVI companies owned by a single PRC individual unrelated to our company.
(2)The original seller which subsequently repurchased WonderAd was Megajoy Pacific Limited, a BVI company ultimately owned by seven PRC individuals unrelated to our company.
(3)The original sellers which subsequently repurchased Jiahua were two PRC individuals unrelated to our company.
(4)The original seller which subsequently repurchased Jichuang was Richcom International Limited, a BVI company owned by a single PRC individual unrelated to our company.
(5)The original sellers which subsequently repurchased Keylink Global Limited were four PRC individuals unrelated to our company.
(6)The original sellers which subsequently repurchased 1024 were two PRC individuals unrelated to our company.
(7)The original sellers which subsequently repurchased Dongguan Yaya were Sinoalpha Limited and Max Planet Limited, BVI companies each of which is owned by a separate single PRC individual unrelated to our company.



All these businesses were acquired and sold back to their original owners. Indeed they were mostly given back to their original owners. Those original owners were mostly BVI entities which the company has said were not related.

In my original post on this matter (which you should read first) I posed three different interpretations of the accounts.

The first interpretation was that these really were unrelated entities and huge amounts of money was lost on these transactions and then the assets were given away. That is the accounts were straight and these were just bad deals.

The second interpretation was that these were undisclosed related parties and the transactions were part of looting Focus Media.

The third interpretation was that the earnings of Focus Media were fake (probably by faking up revenue) and the losses on these transactions were fake losses designed to offset fake profits (and hence make the books balance).

The whole write-up is here. I had no way of distinguishing between these interpretations.

Since then I have done more work.

In particular I have obtained the company registration details from the British Virgin Islands for six of the counterparties. Remember these are unrelated counterparties - they are BVI companies that sold assets to Focus Media and were mostly later given those assets back. As these were unrelated purchases all of these counter-parties should be unrelated. All of them except for Only Education Holdings Limited and Maxnew Holdings Limited because above it discloses that those two companies are owned by a single PRC individual unrelated to Focus Media.

Lets go case by case:

Catchstone was purchased from Only Education Holdings and Maxnew Holdings limited on the 16th April 2007. Only Education was registered on 6 October 2006, Maxnew on 8 January 2007. Both had the same address and phone numbers:

R.G. Hodge Plaza 2nd Floor
P. O. Box 3152
Road Town
Tortola VG1110
British Virgin Islands
Tel#: 1-284-494-4693 Fax#: 1-284-494-4627

That is OK because Only Education and Maxnew were related parties - they were both owned by the  same PRC individual.

Both companies were later struck-off for non-payment of a fee.

WonderAd was purchased from and later given back to Megajoy Pacific Limited, a BVI company owned by seven PRC individuals unrelated to Focus Media. The date of purchase was 15 September 2007.

Megajoy was registered on the 2 February 2007. The registered address and phone number were:
R.G. Hodge Plaza 2nd Floor
P. O. Box 3152
Road Town
Tortola VG1110
British Virgin Islands
Tel#: 1-284-494-4693 Fax#: 1-284-494-4627

The company was later struck off for non-payment of a fee.

By now I am puzzled. In a town full of lawyers these seemingly unrelated parties have managed to choose the same lawyer.

Wangmai was purchased from and later given back to Richcom International Limited, a BVI company owned by a single PRC individuals unrelated to Focus Media. The date of acquisition was 15 August 2007.

Richcom was registered on 25 October 2007. Strangely this company was only came into existence a few months after it had sold a multi-million dollar business to Focus Media.

The registered address and phone number are:


R.G. Hodge Plaza 2nd Floor
P. O. Box 3152
Road Town
Tortola VG1110
British Virgin Islands
Tel#: 1-284-494-4693 Fax#: 1-284-494-4627


Yes - it is the same address. And the same outcome. The company was struck off for non-payment of a fee.

Dongguan Yaya was purchased from and later given back to Sinoalpha Limited and Max Planet Limited. The acquisition date was 1 October 2007. Each of these companies was owned by a separate single PRC individual unrelated to Focus Media.

Sinoalpha was registered on the 12 July 2007. Max Planet was registered on 10 August 2007. They both had the same address and phone number:


R.G. Hodge Plaza 2nd Floor
P. O. Box 3152
Road Town
Tortola VG1110
British Virgin Islands
Tel#: 1-284-494-4693 Fax#: 1-284-494-4627
Yes - that same address.

Sinoalpha has since been struck-off for non-payment of a fee but (believe it or not) Max Planet is a company in good standing.

Pictures of the official search records for all of these companies are appended to the end of this post.

Interpretations

I originally had three interpretations of the disclosure about the 2009 transactions. The idea that all these transactions are straight though becomes harder to sustain.

In a town full of lawyers all these seemingly unrelated parties chose the same lawyer. And they are sloppy about it - they don't pay their registration fees and get struck off. More notably (in the case of Richcom) companies that do not yet exist sell assets to Focus Media and are later given those assets back.

The last example leans hard towards my third interpretation - that fake cash was paid for fake assets (hence indicating that Focus Media has fake earnings). Why?

Because millions of dollars were - on this data - paid to a company that does not yet exist. I am not sure how a company that does not exist opens a bank account and receives real cash. [Not having a bank account to receive the cash received precludes the first two interpretations above...]

But a company without a bank account can receive fake cash [as per the third interpretation].

That final line is of course just a guess [maybe the company that did not exist did actually have a bank account]. But on the data here it looks to be a guess with pretty good supporting evidence.




John


Appendix: Company details

Only Education Holdings Limited:


Maxnew Holdings



Megajoy Pacific Limited




Richcom International Limited



Sinoalpha Limited


Maxplanet Limited








Wednesday, September 12, 2012

Chinese due diligence: Focus Media style

Yesterday's post again raised this disclosure from Focus Media:

In March 2006, Weiqiang Jiang, the father of Jason Nanchun Jiang (the CEO/controller of Focus Media), provided a short-term loan to the Group of approximately $2.5 million to relieve a temporary shortage of Renminbi the Group experienced at that time. The loan is unsecured and was provided to us at no interest. The loan will become due and payable in full on June 30, 2006.

The key words here are "relieve a temporary shortage of Renminbi the group experienced".

Approximately two months prior there was a capital raise which raised $295 million. Of that $62 million went to the company and $220 million went to selling shareholders. The remaining $13 million went to the underwriters.*

A looming "shortage of Renmimbi" looks like material information that should be disclosed in a prospectus.

Well it wasn't. Indeed the prospectus made clear that the company had plenty of Renmimbi liquidity but might be short US dollar liquidity to pay dividends of the like.

Without a better explanation (which I have sought) I would think there may be material non-disclosure.

So who were the selling shareholders?

It is interesting to me when $220 million in stock is possibly sold on material non-disclosures. I want to know who the sellers were.

One of the biggest (but not the biggest) selling shareholder was JJ Media Investment Holdings - the vehicle of Jason Jiang, CEO/Controller of Focus Media.

Most of the other selling shareholders were prior shareholders of Target Media which was sold to Focus Media mostly for stock. Those sellers were not insiders so they can't be held responsible for material non-disclosure in the prospectus. Nonetheless it is amusing selling shareholders included both Carlyle and CDH who are now wanting to take Focus Media private.

One last selling shareholder amuses me. It is Neil Nanpeng Shen. He is better known as the managing partner of Sequoia Capital China - but in this context he should be known as the Chairman of the Audit Committee for Focus Media.

Is it possible that the Managing Partner of Sequoia Capital China sold personal shares in a company in which he was the chair of the audit committee and where the prospectus may have contained material non-disclosures?

I am sure there must be an alternative explanation - and I have written to Focus Media to ask them to explain the source of the Renminbi shortage disclosed above. I have received no reply. I am hoping for one soon and I will publish it when received.

The underwriting fee

The underwriting fee was about $13 million. The lead banker was Goldman Sachs. But you knew that anyway.





John

*All amounts rounded to the nearest million.

Tuesday, September 11, 2012

Focus Media: some follow up to the post about the loan from Jiang Weiqiang to the company

In the the second to last post I raised a disclosure about Focus Media needing a $2.5 million loan from the CEO's father to "relieve a temporary shortage of Renminbi":
In March 2006, Weiqiang Jiang, the father of Jason Nanchun Jiang (the CEO/controller of Focus Media), provided a short-term loan to the Group of approximately $2.5 million to relieve a temporary shortage of Renminbi the Group experienced at that time. The loan is unsecured and was provided to us at no interest. The loan will become due and payable in full on June 30, 2006.

I wondered whether the Jiang Weiqiang was the civil servant who worked for the State Council Information Office. Despite gossip from usually well informed sources in China I doubt the link. The reason (links after this post) is that the man who is presumably the father-of-the-groom in Jason Jiang's wedding photos does not resemble the government official.

That said, I am far more interested in content of the disclosure than the personage of the dad.

The company reveals that in March 2006 it was facing a "Renminbi shortage".

This is a super-profitable company generating great gobs of cash in China (presumably great gobs of Renminbi). It is surprising they had a "Renminbi shortage" however I went looking for 2006 accounts to see if I could piece it together.

The March 2006 accounts

Here is the balance sheet from the March 2006 results which show a healthy cash balance both at December 2005 and in March 2006 with no obvious expenditure that would cause a Renminbi shortage in that period.


                         Focus Media Holding Limited
               UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                         (U.S. Dollars in thousands)

                                                       2006-3-31   2005-12-31
                                                          US$          US$
                                                      (unaudited)  (unaudited)
     ASSETS
     Current assets
     Cash and cash equivalents                          $41,863      $36,653
     Investment in available-for-sale securities         34,792       34,836
     Accounts receivables, net                           37,275       22,235
     Inventories                                            605          480
     Prepaid expenses and other current assets            7,786       45,364
     Amount due from related parties                      2,982        2,073
     Total current assets                              $125,303     $141,641
     Rental Deposits                                     13,245       11,819
     Equipment, net                                      70,993       43,695
     Acquired intangible assets, net                     30,881        1,158
     Goodwill                                           406,791       13,298
     Long term investments                                1,118           -
     Other long term assets                                 221           -
     Deferred tax assets                                    193          743
     Total assets                                      $648,745     $212,354

     LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities
     Short term bank loans                               $1,247         $991
     Short term other loans                               6,778           -
     Accounts payable                                     8,280        5,848
     Accrued expenses & other current liabilities        71,414       11,747
     Amount due to related parties                        2,496           -
     Income taxes payable                                 2,188        2,108
     Total current liabilities                          $92,403      $20,694

     Minority interest                                      460          246

     Shareholders' equity
     Ordinary shares                                         25           19
     Additional paid in capital                         530,088      177,420
     Deferred compensation charge                            -          (247)
     Retained earnings                                   22,430       12,997
     Accumulated other comprehensive income               3,339        1,225
     Total shareholders' equity                        $555,882     $191,414
     Total liabilities and shareholders' equity        $648,745     $212,354



Cash has gone from $36 million to $41 million over the quarter. There was an acquisition in the quarter (Target Media) but they paid for that partly in stock and partly by doing a capital raise. (The observant will notice shareholder equity going from $191 million to $556 million.)

Bluntly, the acquisition Target Media could not cause a cash shortage - it was USD44 million in cash and the rest in stock. USD44 million was less than the cash raised.

In other words there is nothing in the accounts that quarter that suggests a pressing Renminbi shortage in March 2006.

I thought that there might be a Renminbi shortage because all of the above cash was held in USD. That would be unusual - but it was at least theoretically possible, however the prospectus issued in January 2006 disabused me of that notion. That prospectus raised US Dollars but the company in the prospectus said that the accounts were pretty well entirely in Renminbi (including the cash). To quote:
Foreign Exchange 
We maintain our accounts in Renminbi and substantially all of our revenues and expenses are denominated in Renminbi, while we report our financial results in U.S. dollars. Fluctuations in exchange rates, primarily those involving the U.S. dollar against the Renminbi, may affect our reported operating results in U.S. dollar terms...


It goes on - but we are informed this cash was all in Renminbi.

So I am left puzzled as how there could possibly be a Renminbi shortage which required the CEO to touch up his dad for a loan? I have no plausible explanation.

Two theories - both ugly - though only one very ugly

I have two theories to explain this sudden loan to cover "Renminbi shortage" when there was no Renminbi shortage in the accounts.

The first theory is that dad never lent $2.5 million to Focus Media however dad (or somebody else) was repaid $2.5 million from Focus Media - and the "loan" was just a mechanism for disguised looting. However in this case the dad might not actually be the beneficiary - it could be anyone associated with a large management team - just dad's name was put in as a place-holder.

The second theory is that Focus Media never had sufficient Renminbi cash because all the Renminbi cash generation and cash holdings are fake. In this case the company had US dollar cash from selling to US shareholders (also known as suckers) and had a "for-show" business in China which does not actually generate cash, but does generate plausibility to gain more suckers (and hence raise more US cash). In that case they needed Renminbi cash to keep the whole charade going.

I can't see any other plausible explanation but I am open to suggestions.

The first theory is ugly - it is the theory that Focus Media is being continuously looted. If that theory is correct then it bad for shareholders - but not awful. That theory is that Focus Media is hugely cash generative, only it is being looted by management. In that case the deal can close because once they own it the PE buyers can grab control of all that cash flow and put existing management on a very tight leash.

The second theory however is devastating for shareholders. It is the theory that there is no cash generation here at all - just pretend cash generation. If they really did want for a few million Renminbi the whole business can't be worth very much at all. Probably less than 100 million Renminbi based on demonstrated lack of cash generation. This theory is awful for shareholders because if that is true this stock settles BELOW ONE DOLLAR when the big goes away.

Note to the arb funds

There are a lot of arb funds who hold this stock. Don't think for a moment your downside risk is the stock goes back to $20.

If this is just a looting story (and that really a possibility) this stock goes to $27 and the deal closes.

But if the $2.5 million loan from Dad was necessary because this company actually generates no cash then the stock should settle somewhere between zero and one dollar.

I don't know the answer. Truly. But this is a company with very strange accounts - and there is a high risk the stock is a true debacle.

Arb this at your own risk. I for one will stay on the other side of your trade.





John

One reader sent me a link to some wedding photos for Jason Jiang and his very pretty bride. The Father-of-the-Groom (presumably the man on the far right) does not resemble the man in photos of the senior Chinese officials. So I withdraw the suggestion made to me by several well connected Chinese sources that there is a family link to officialdom.

Monday, September 10, 2012

Focus Media giving away cash?


I am becoming obsessed by the disclosures about the businesses Focus Media disposed of in 2009. The full disclosure is in this post - and an explanation as to why Focus Media's accounting must be wrong is in this post.

But to summarize - Focus Media disposed of seven businesses in 2009.

All businesses were disposed of at a loss.

Six of these businesses were given away for no consideration at all. In one consideration of a low single digit number of millions of dollars was paid.

A majority of these businesses were given back to their original owners.

A majority of these businesses are in British Virgin Islands subsidiaries.

And the accounting for these transactions is messed up.

That said, the cash flow statement from the latest 20F provides more information.

Here is a section from the cash flow statement:

Year

2009  
2010  
2011  
  






Investing activities:
Purchase of equipment
$(10,654,598$(18,692,608$(38,918,317
Cash of disposed subsidiary
(27,315,949(40,805,068    
Proceeds from sale of a subsidiary
—    116,872,231  7,296,097  
Purchase of subsidiaries and earn-out payment paid to acquire subsidiaries, net of cash acquired
(92,411,545(40,186,684(13,228,135
Investment in an equity method investee
—    —    (61,003,263
Deposit refunded to acquire subsidiaries
329,516  —    —    
Proceeds from disposal of fixed assets
196,115  471,128  671,950  
Increase in restricted cash
—    —    (199,346,126
Cash paid for short-term investments
(29,257,303(137,551,150(1,124,033,872
Sale of short-term investments
865,589  29,290,296  1,044,680,415  
  






Net cash used in investing activities
$(158,248,175$(90,601,855$(383,881,251
  











I want you to notice the highlighted line...

In those susbsidiaries disposed of in 2009 there was embedded 27,315,949 dollars in cash.

These subsidiaries were given away.

If you interpret the accounts literally this company has been giving away cash.

I have a handful of explanations for this behaviour but plausibility is becoming strained. Perhaps Focus Media's investor relations department can help (I have sent them this post in advance but have received no reply).

Anyone else with an explanation could you please put it in the comments.





John

Sunday, September 9, 2012

Puzzled at the wealth of Chinese civil servants - Jiang Weiqiang and Focus Media edition


In March 2006, Weiqiang Jiang, the father of Jason Nanchun Jiang (the CEO/controller of Focus Media), provided a short-term loan to the Group of approximately $2.5 million to relieve a temporary shortage of Renminbi the Group experienced at that time. The loan is unsecured and was provided to us at no interest. The loan will become due and payable in full on June 30, 2006.
Now the only Jiang Weiqiang I can find works as a civil servant for one of the most powerful of Chinese departments - the State Council Information Office. Here is an English language CV:

Jiang Weiqiang

Director-General, International Bureau, State Council Information Office

Jiang Weiqiang and his State Council Information Office colleagues was set to play a leading role in Beijing's media courtship of Africa ahead of the fourth Forum on China-Africa Cooperation in Sharm el-Sheikh, Egypt in November 2009. At the FOCAC Media Seminar in Beijing, 15-19 July, Jiang tried to develop a united front with African state media organisations. He insisted that the message of China-Africa cooperation should be taken directly to the people and not depend on Western media, which he described as anti-China and anti-Africa. Representatives from 27 African countries attended, as did Assistant Foreign Minister Zhai Jun and Liu Yunshan, Politburo member and Director of the Central Propaganda Department. 
Trained as an engineer, Jiang entered the People's Liberation Army in 1970. While serving, he studied English at the Luoyang PLA College of Foreign Languages, responsible for training intelligence agents. In 1991, Jiang left the PLA to join the SCIO, the administration overseeing China's state media, including the People's Daily newspaper and Xinhua news agency. Xinhua is planning its own multi-billion dollar global and African media expansion.

My questions: is this the same Jiang Wieqiang? And if so (and it seems so) how does a Chinese civil servant come up with USD2.5 million to make an unsecured interest free loan to a business controlled by his son?

I seek help from anyone with a well-followed Weibo account. If this can be crowdsourced in China then I might get good answers.

Thanks in advance.





John

Friday, September 7, 2012

Focus Media: calculating losses on disposal


I have been thinking a little about the last post - where I quoted Focus Media's accounts. They purchased several business for very precise dollar consideration. For example they purchased WonderAd for $14,926,003 and they disposed of it (to the original owner) later for  a loss of $14,926,003.

This was after the the businesses had operating losses in aggregate larger than original consideration paid.

I interpreted this as WonderAd being given back to the original owner.

Now I am not quite sure. My concern is best seen by example:
Suppose I buy a business for $10 million. 
Moreover suppose it has $3 million in property plant and equipment (subject to depreciation) and $7 million in goodwill. 
Then a year later it loses $12 million in operating losses. $11 million of that was "cash losses". The other million dollars was depreciation. [Obviously I will need to inject some cash to cover the cash losses...] 
Now I give it back to the original owner for no consideration. What is my final loss on disposal? 
The  $7 million of goodwill has never been written off (so that is a loss on disposal). 
Also there remains $2 million of property, plant and equipment. ($1 million has already been expensed through the operating losses). 
This gives a loss on disposal of $9 million not $10 million,
My loss on disposal does not equal the purchase price. It is sort of logical it shouldn't. After a year of running the business the assets and liabilities of the business will not be the same as when I purchased the business - and hence the loss on disposal should not equal the acquisition price of the business.
Except by luck. A lot of luck...
I thought at first it might be possible if the business had no depreciable assets. Then the depreciation adjustment as per this example would not be there.
But the business would also not have to have variance in receiveables, payables etc. Otherwise all these would go into calculating the loss on disposal.
If the loss on disposal equals the purchase price an awful lot of luck would need to be involved.  
Now lets get back to the disclosures in the last post.

WonderAd was purchased for $14,926,003 and disposed of with a loss of precisely $14,926,003.

Either the accounting is wrong or there is luck to six significant figures.

And Jinhua was purchased for $7,659,158 and disposed of with a loss of precisely $7,659,158.

Either the accounting is wrong or there is luck to five significant figures.

And Wangmai was purchased for $2,749,158 and disposed of with a loss of precisely $2,749,158.

Either the accounting is wrong or there is luck to five significant figures.

I could go on - but in order to make this work I need either no depreciable assets or luck to maybe 25 significant figures.

I figure the accounting is probably wrong.

And it is not as if these are small businesses. These subsidiaries declared over $127 million in revenue and over $170 million of costs during 2009.

A business with that much revenue and that much has receiveables and payables that change all the time. It has depreciable assets such as computers, and furniture. It has obligations.

I have struggled for another explanation - but as far as I can see the accounts need to be restated. Does anyone else have an explanation?

Whatever - this company has restated the accounts many times and so far these have not dampened the ardour of longs. One more restatement won't hurt.

Hop-to-it Deloitte.




John

There is an alternative explanation for this mistake. They just made up the losses - because they needed fake losses to offset fake profits as explained in this post. Because they made up the losses they missed the subtlety that loss on disposal does not equal acquisition price.

This is a key issue for the due-diligence.

I would prefer think they just got the accounting wrong as they have before (and with no real impact on the stock). However if they have made up these losses it is extremely bad for the take-private transaction. If they are fake (that is made up) losses they are there to balance fake (as in made-up) profits. When the fake losses go away the real (lack of) profitability will be exposed and the company will not be able to service the debt that the PE firms load it with.

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