I intended to write a
detailed analysis of Applied Materials Semiconductors (AMAT) and share with you
guys the value I found hidden on their balance sheets and in their quarterly
conference calls; however, I have a curious mind and in the last few hours I
have become obsessed with NetSuite and the enigma posed by their quarterly
financial statements.
Overview: NetSuite
(N) is a cloud computing financial solutions provider founded in the late 1990s
by Oracle alumnus Evan Goldberg. They went public in 2007 and the stock is
currently trading for $57.95 per share as of Tuesday's close. NetSuite is up
42.91% YTD.
Intro: NetSuite
posted their worst quarterly earnings in the last year, losing .14 cents per
diluted share for Q2 2012, yet since the announcement; their stock is UP
18.29%! Why is their stock on a tear if NetSuite has yet to post a profit since
becoming a public company? The headlines on their press release provide a
clue:
"NETSUITE
ANNOUNCES SECOND QUARTER 2012 FINANCIAL RESULTS
- Q2 REVENUE OF $74.7
MILLION, A 29% Year Over Year Increase
- Non-GAAP Net Income grows 192%
Year-Over-Year
- Operating Cash Flow Grows 80%
Year-Over-Year to $15.2 Million"
That
sounds great! (Although the Investment Relations team should refrain from
overcapitalization for emphasis as if they were middle schoolers) Listening to
their conference call, the CEO and CFO both declared that Q2 2012 was
NetSuite's greatest quarter ever. The discrepancy between the company's claims
and their income statement, which shows their largest quarterly loss were
troublesome. I poured over the transcript from their earnings call, expecting
an analyst to ask the inevitable tough question: Why has NetSuite posted a GAAP
loss every quarter, yet for the last 5 quarters has posted steadily
rising positive Non-GAAP earnings per share, smashing Wall
Street expectations? That question never came however. For those who do not
know, GAAP stands for Generally Accepted Accounting Principles. All companies
must use these standardized methods of accounting for reporting to the SEC.
Companies are permitted to occasionally use non-GAAP accounting in
order to communicate a more accurate picture of the health of the company's
core operations to shareholders. The only caveat is they need to reconcile the
GAAP numbers with the non-GAAP numbers in the press release. This is a rather
vague allowance and some unscrupulous companies take advantage of that. I
believe that NetSuite is one of them.
Financials: NetSuite
does not have a P/E ratio as they have negative earnings. They also do not have
a PEG (Price/Earning's Growth) ratio since their earnings growth is negative!
This makes Comps valuation very difficult. As a value investor, I always look
first to financial metrics and the financial statements when appraising a
potential investment. There are not many significant ratios for N. They trade
at a price to book ratio of 28.3, which is obscene. This means that the market
value of NetSuite is currently 28x the book value of all of NetSuite's assets.
This is in the highest 1% of all publicly traded companies, and is significantly higher
than the Price-to-book ratio of Oracle (3.54) and SAP (4.9), the two companies
NetSuite named as their biggest competitors. The book value per share is slightly
greater than $2.02 per share. If NetSuite would trade at twice the
Price-to-book value as SAP, then NetSuite would be worth 19.78 a share. To
justify a multiple twice as large as their nearest competitor, one would have
to project very optimistic revenue growth for NetSuite. Some companies that do
not yet have earnings or earnings growth are compared using the metric
price-to-sales ratio. (N) trades at a LTM (Last Twelve Months) price-to-sales
multiple of 17.39. To put this in perspective, after running a Google Finance
stock screener for companies with price-to-sales multiples greater than 15, the
vast majority of results were ETFs and mutual funds. There were also a few
lightly traded small biopharmaceuticals and Palo Alto Networks, the summer's
hot new IPO which has yet to post a profit but boasts incredible revenue
growth. No other cloud computing company trades at such an elevated multiple.
NetSuite has a decent current ratio of 1.5 and virtually no long term debt,
posting a debt to equity ratio of .03125. NetSuite has an unsatisfactory Return On
Investment of -24.93% and a decent gross margin of 70%, but an poor operating margin of -12.77%.
By
looking at valuation metrics, we have determined that NetSuite is overvalued
relative to their revenue and relative to their assets. The seemingly
incredible 192% non-GAAP net income growth will be covered later. This brings
us to the one metric they cannot manipulate. Operating Cash Flow. Right? Wrong.
A closer inspection of the Cash Flow Statement reveals that this too was the
result of manipulation. Look at their operating cash flow for the last
two calendar years. If one simply looks at the bottom line, Operating Cash Flow
growth looks incredible! However, a closer inspection reveals that non cash
items account for 203% of Cash from Operating Activities in 2010 and 102% of
Cash from Operating Activities in 2011. If one looks at the middle column
depicting the percentage change year to year, it is clear that the increase in
Non-Cash Items is driving their nearly 100% increase in operating cash flow. To
put this figure in context, Oracle and SAP AG, their two largest competitors
have Non-Cash Items as a percent of Cash from Operating Activities of 6.7% and
36.1% respectively. Facebook, a young internet company with questions about
revenue generation and aggressive utilization of stock based compensation for
employees has Non-Cash Items as a percent of Cash from Operating
Activities of 14.3% for the 2011. Lest one think that these relatively low
percentages are explained solely because all of those companies had positive
net income, I also examined the financials of salesforce.com. Salesforce.com
(CRM) is another growth company that posted an operating loss for the last
calendar year and specializes in commercial cloud based enterprise solutions,
like NetSuite. Salesforce.com had Non-Cash Items as a percent of Cash from
Operating Activities of 57.6% for the 12-month period ending Jan-31 2012,
despite having negative net income. While that is significantly higher than the
other comparable companies, it still pales in comparison to the whopping 102%
of Non-Cash Items as a percent of Cash from Operating Activities of
NetSuite in 2011.
Operating Cash Flow
|
|
|
|
|
12
months ending 2011-12-31
|
%
change
|
12
months ending 2010-12-31
|
In Millions of USD (except for per
share items)
|
Year to Year
|
Net Income/Starting Line
|
-32.01
|
-16.5%
|
-27.47
|
Depreciation/Depletion
|
9.18
|
18%
|
7.75
|
Amortization
|
3.79
|
-17%
|
4.62
|
Deferred Taxes
|
-
|
|
-
|
Non-Cash Items
|
73.31
|
32%
|
55.38
|
Changes in Working Capital
|
-17.99
|
-18.4%
|
-22.06
|
Cash
from Operating Activities
|
36.27
|
99%
|
18.23
|
This brings us to the
simpler and more important question. What does NetSuite consider to
be Non-Cash Items? The accounting definition of Non-Cash Operating Items
is all non-cash items outside of working capital, deferred taxes, depreciation
and amortization. Non-Cash Items are one of the ways in which cash flow can
differ from Net Income. It accounts for activities such as stock-based
compensation and barter. This is because if a company compensates employees
with stock options, they are required to report this compensation as an expense
on their income statement which subtracts from Net Income; however, since the
compensation did not require cash, on the cash flow statement, stock based
compensation is added back to Cash from Operating Activities under the generic
tag "Non-Cash Items". Later on, I will break down how this
NetSuite is manipulating this figure to fabricate earnings. First I will
discuss the significance of including sizable stock based compensation in Cash
from Operating Activities.
NetSuite reported
stock-based compensation of $38,315,000 in 2011 compared with a reported
operating loss of $30,188,000. This means that of the $73.31 million of
Non-Cash Items added back to Cash from Operating Activities, $38.3 million came
from stock based compensation. If Cash from Operating Activities were adjusted
to not include stock-based compensation, Cash flow from Operating Activities
would negative $2.03 million. If the operating cash flow from 2010 would be adjusted without
the $35,937,000 in stock based compensation, they would have generated a negative $17.71 million. While this
represents a still impressive 88.5% year over year growth in Cash Flow from
Operations, it misrepresents the cash situation of the company by masking the
fact that cash flow from operations was negative.
EBITDA and OCF (Operating
Cash Flow) are closely related. The difference between OCF and EBITDA provides
a clue as to how the company is financing itself, since Operating Cash Flow can
be reinvested into ongoing operations, and EBITDA indicates the amount of debt
a company can assume. (EBITDA, or Earnings Before Interest, Taxes, Depreciation
and Amortization can be used to calculate interest coverage and how
much interest a company can afford to pay on debt. For example, if a company
has EBITDA of $10 million and can borrow money at interest rates of 6%, then
the company can assume a debt of $166 million ((6% of 166 million is 10 million))).
Originally, I was impressed by the fact that NetSuite carried such little long-term
debt. Looking at their EBITDA of -17.22 million however, it is obvious that
NetSuite has very little debt because they cannot pay interest on debt since
they are losing money every quarter. In the earnings call, management
continuously heralded their decades of investment in the business and declared
themselves "content with their cash position" and promised to
continue reinvesting in growth. However, they have no retained earnings to
reinvest and they cannot use debt financing since they have a negative EBITDA.
This forces them to fund growth through the issuance of equity. In 2011,
NetSuite raised $14 million through the issuance of equity. 189% (almost $10
million) more than in 2010. These additional equity offerings dilute the
current shareholders' stake. In addition to this $14 million in new equity is
2011, NetSuite issued $38.3 Million worth of stock-based compensation. Employee
options normally take about four years to vest, and predicting their value is
not an exact science. It is troubling however, that NetSuite offers this large
stock-based compensation every year. In 2008, NetSuite reported stock-based
employee compensation of $13,378,000. These options should vest in 2012,
further diluting shareholder equity. Some academics blame the lack of
regulation regarding the reporting of stock-based compensation for the 2002
stock market crash. A study by a trio of Harvard Economics professors concluded
that
"in a dynamic rational expectations model
with asymmetric information, stock-based compensation not only induces managers
to exert costly effort, but also induces them to conceal bad news about
future growth options and to choose suboptimal investment policies to
support the pretense. This leads to a severe overvaluation and a subsequent
crash in the stock price."
This is why GAAP now requires companies to
disclose information regarding stock-based compensation.
This research was necessary and sufficient to
prove to me that NetSuite is most definitely not a buy as a value play; however
I was very curious so I decided to dig further.
GAAP and non-GAAP
reconciliation:
When a company uses non-GAAP accounting in their
earnings conference call, they are required to release a GAAP and non-GAAP
reconciliation showing what the difference is and explaining why they chose to
use non-GAAP accounting. NetSuite's justification for non-GAAP treatment of its
stock-based compensation is fairly typical for companies that exclude stock-based
compensation from non-GAAP net income and earnings. The company press release
states:
" [One time expenses and Stock-based Compensation are] often
excluded by other companies to help investors understand the operational
performance of
their business, and in the case of stock-based compensation, can be difficult
to predict. Stock-based compensation is a non-cash expense accounted for
in accordance with FASB ASC Topic 718."
While it is true that many companies also give
non-GAAP earnings that are adjusted to exclude stock-based compensation, and
predicting the future value of stock options is difficult; quarter-to-quarter,
the change in the reported value of stock -based compensation was remarkably
stagnant. The change quarter to quarter for each quarter in the last calendar
year was 2.08%, 1.02%, .93% and 15.4%. Running a linear regression, I found
there was an r-value of .148 and an r² value of
.022. Put simply, there is not a statistically significant correlation between
stock price and stock-based compensation. This leads me to believe that
regardless of stock price performance, key executives are receiving a fixed
dollar value of stock compensation per quarter. This seems to be supported by
information obtained from Morningstar, which shows total executive compensation
declining 17% in 2011 while the stock price rose 62% and revenue grew 22%,
despite an 18% fall in Net Income.
According
to an S-1 filing from shortly before the 2007 IPO, in 1999, the board of
directors approved a stock option plan which authorized NetSuite to issue up to 277,715,000 options to employees, directors and consultants, as
incentive or non-statutory options. This is massive compared to the
current amount of currently outstanding shares of common stock of slightly more
than 70 million shares. At the end of 2006, NetSuite reports that there were
117,719,409 outstanding options with a weighted average exercise price of .09
cents. That is not a typo- these are not options issued with a strike price of
the current share value, meaning that in order for employees to exercise the
option, the stock price must appreciate. These are restricted share, stock
option grants that will almost definitely be exercised when they vest or at
least converted into common stock, regardless of stock price performance. Over
81 million of these options were exercisable immediately once the IPO lockup
expired. The S-1 predicts that the average term life of these options, which
were exercisable on December 31, 2006 to be 7.3 years. This means that these
options can be converted into common stock and dilute the share base anytime
between 2007 and 2014. Another 36 million options were not yet exercisable for
another four years, after which they would have ten years to be converted into
common stock. Under terms of the 1999 plan, at the end of 2006, the board still
had 5,274,230 options it was permitted to grant. Any options that are
cancelled due to employees leaving the company are allowed to be reissued to
other employees in the future.
In addition to the potential of
share dilution due to stock-based compensation, the company's reliance on
issuance of new equity to finance growth is troubling. Adding to this, I think
the numbers on the Reconciliation of GAAP to non-GAAP Net Income per share for
Second Quarter 2012 for "Effect of dilutive securities (stock options and
restricted stock awards)" are grossly underestimated. The effect in the
number of shares of common stock for the dilutive securities decreased between
all of the last four quarters except between the 3rd Q of 2011 and the 4th Q of
2011. This is despite the value of stock-based compensation increasing in every
quarter. The total value of stock based compensation for the second quarter
(12,566,000) divided by the number of shares added to the denominator in
calculating net income (effect of dilutive securities on number of shares)
(3,152,000) equals a value of stock-based compensation per share of $3.98. This
number does not make sense in light of the share price at the time (about $49.50)
nor the strike price (.09). I have been unable to explain this discrepancy and
have not found any supplemental SEC filings explaining it. One possibility is
that the value of stock-based compensation is overstated to cover the loss in
net income and still report a non-GAAP operating profit. According to
Morningstar, the total compensation for the CEO, CFO and three highest paid
executives for 2011 was $10.65 million. According to NetSuite's year end
financials, in 2011, they booked an expense of $38.3 million for stock-based
compensation. In their S-1, NetSuite says that the options generally vest in
four years. Four years ago, in 2008, NetSuite reported a mere $13.4 million in
stock-based compensation. In 2008, NetSuite reported 13.29 million for their 5 highest
paid executives with approximately $12 million coming from stock options, stock
grants and other non-equity compensation (forgivable loans). I am not sure
whether NetSuite records options as employee compensation in the year they are
exercised, in the year that they vest, or in the year they are granted. I would
assume they would be recorded in the year they are granted because that is the
year the company is required to list them as an expense in their SEC filings.
If Morningstar records options the year they are granted, then in 2011, in
order to meet the 38.3 million in stock-based compensation reported by NetSuite,
approximately $30 million in stock-based compensation was split between 1000
employees, and none of them were in the top 5 best compensated for NetSuite.
That would mean that all employees average $30K a year in stock-based
compensation. Glassdoor.com lists the entry-level compensation at NetSuite as $67K.
It is possible that almost $30K of this is paid in stock grants, however in my
opinion, doubtful. $30K per employee in yearly stock-based compensation is
certainly plausible, yet doubtful. Regardless of the year options are recorded,
something does not quite add up in their Reconciliation of Net Loss Per Share
to Non-GAAP Net Income Per Share. I encourage all of you to look at this for
yourselves. It is found within the press release titled NetSuite
Announces Second Quarter 2012 Results, available online at http://www.netsuite.com/portal/investors/quarterly-results.shtml .
Fraud is a very serious allegation,
and I do not think that I have uncovered any evidence of accounting fraud. All
of these disclosures are public record and easy to access if one knows where to
look. I am surprised however that although analysts point out the suspect
valuation metrics of NetSuite, no one seems concerned over the potential share
dilution. While many companies offer stock-based compensation and the inclusion
of non-GAAP net income excluding stock based compensation is not unusual; the
extremely high percent of Operating Cash Flow derived from adding back in
stock-based compensation, the large discrepancy between EBITDA and OCF caused
by stock-based compensation, the dramatic difference between GAAP and non-GAAP
net income due to stock-based compensation and the discrepancy between the
compensation numbers reported by Morningstar and the numbers listed in
NetSuite's SEC filings are cause for concern and further investigation.
This case demonstrates the
importance of understanding financial statements. Financial statement analysis
is one of the principles upon which Value Investing is based. Successful
interpretation of SEC filings can help an investor find an undervalued company
that possesses a "margin of safety" and it can help an investor avoid
companies with complicated and questionable financials.
-DE
Disclosure: I do
not have a position in any company mentioned nor do I have plans of initiating
a position in any of these companies in the next 72 hours.