Greeks in Brussels

The Greeks have departed for Brussels, where they will plead with the European Union, International Monetary Fund and European Central Bank for the money needed to cover the nation’s financial needs next month. The parties have until February 15 to reach a settlement. The Greeks say they have given in to all austerity requests but have no deal to cut some government-controlled pensions. So, after all of the negotiations, that single issue may drive Greece into default.

Luxury Car Sales

At least some rich people around the world do not think their wealth will be entirely stripped away by taxes. Daimler said it had a 39% increase in fourth-quarter profits. It said the primary driver was an upswing in sales of high-end Mercedes, particularly the car company’s M-Class SUV. Daimler is not alone. BMW posted similarly impressive earnings, as did Volkwagen’s Audi division.

Yahoo! and Alibaba

Yahoo! (NASDAQ: YHOO) may finally get some tangible value from its 39% holding in large China e-commerce company Alibaba. Rumors suggest that Alibaba is close to securing bank loans of as much as $3 billion. Wall St. thinks the Alibaba stake is worth closer to $5 billion, so the firm may have to use some of its own money. Now, investors will have to wait to see what Yahoo! does with the cash. There is almost no optimism that Yahoo! has the management and prospects to use the billions to rebuild its troubled businesses. Yet, with a new CEO and newly constituted board, a turnaround is at least a long shot.

Douglas A. McIntyre

Groupon (NASDAQ: GRPN) posts earnings that trouble Wall St. and its shares fall by 10%. (Reuters)

A deal on mortgage data and foreclosures between five banks and state attorneys general is close to being done. The amount of the settlement will be about $25 billion. (Reuters)

Credit Suisse (NYSE: CS) posts a drop in Q4 results. (Reuters)

Rio Tinto (NYSE: RTP) posts poor results due to metal prices. (Reuters)

Levovo beats earnings forecasts as its market share rises, and it will produce a TV product for Chinese consumers. (Reuters)

Google (NASDAQ: GOOG) to launch a cloud storage product. (WSJ)

The House probably will approve a bill to regulate insider trading by members of Congress and their staffs. (WSJ)

China and Canada to increase official trade relations. (WSJ)

China’s CPI rises to 4.5% in January — up from 4.1% in December. (WSJ)

Some car companies press sales in Indonesia as the number of drivers there surges. (WSJ)

Chrysler may set a deal with banks for consumer and dealer loans that would replace its relationship with Ally. (WSJ)

Apple (NASDAQ: AAPL) tightens it approval process for apps used on the iPad and iPhone. (WSJ)

Petrobras (NYSE: PTR) estimates of its reserves and the P&L they may create could be too optimistic. (WSJ)

Goldman Sachs (NYSE: GS) buys much of AIG’s (NYSE: AIG) troubled bond portfolio, which dates back to 2008. (WSJ)

Two million homeowners could benefit from a $25 billion settlement over mortgages reached between five banks and the government. (NYT)

Car sales in China fall 24% in January. (NYT)

Young people are watching TV more and more on PCs. (NYT)

BP (NYSE: BP) is conversing with the U.S. government over claims from the Deepwater Horizon oil spill and may settle. (Bloomberg)

Sarkozy’s approval ratings in France are near all-time lows for a president. (Bloomberg)

Douglas A. McIntyre

The casino and resort giant sold 1,811,313 shares of its common stock at $9.00 per share to raise gross proceeds of about $16 million before fees and discounts.  Keep in mind that this is the Harrah’s-Caesars deal which was a $15 billion buyout back at the peak of private equity.

$16 million… $15 billion… $28 billion.  Whatever it boils down to…  The figure we were counting on was up to $223.4 million in additional stock, the overwhelming majority of which would be coming from private equity owners. Apollo Global Management, LLC (NYSE: APO) is not even reacting positively to the news with a 0.8% drop down to $14.97 so far today, probably because it is not selling shares.  Paulson & Co. has the right to sell along with affiliated groups of Goldman Sachs Group Inc. (NYSE: GS).

Even a $500 million offering could have set the pace for up to a decade for all of the backers to exit their positions.

The reason that the company chose this model is likely to keep an initial higher value for a limited share float.  That establishes a fair market value that is probably higher than if the firms all sold shares in a huge offering for the market to absorb.  It allows private equity firms to liquidate in batches and it also gives those private equity firms an ability to peg a true market value to the shares rather than a theoretical value of the shares based solely upon other casino stock values.

Our take: The private equity firms should dismantled the assets into separate companies and sold them off or brought them public as smaller casino properties.

In some manner of speaking, this is far less transparent than exactly the ‘unlocking of Singapore and Macau’ values from Wynn Resorts, Limited (NASDAQ: WYNN) and Las Vegas Sands Corporation (NYSE: LVS).

Does us calling it a sham of an IPO mean that it will flop?  Not at all.  As we are publishing this, the value is up 50% from the $9.00 pricing at $13.70 on almost 3.9 million shares.  With such a low float, who knows how high it could go.  Still, if you are a ‘widows and orphans’ investor you probably better look elsewhere.

At least this IPO did not launch on the Ides of March.

JON C. OGG

Greek leaders face a deal for settling sovereign debt matters as workers strike. (Reuters)

Toyota (NYSE: TM) posts good third-quarter profits and says the U.S. will be a difficult market. (Reuters)

Boeing (NYSE: BA) may have trouble with its 787 deliveries after flaws were found in the body of the aircraft. (Reuters)

Verizon (NYSE: VZ) and Redbox set a deal to compete with Netflix (NASDAQ: NFLX). (Reuters)

Amazon.com (NASDAQ: AMZN) may open a physical store in Seattle. (Reuters)

House Republicans move to reopen debate on the Keystone XL pipeline. (Reuters)

Problems with regulators have made the Medco (NYSE: MHS) merger with Express Scripts (NASDAQ: ESRX) less likely. (Reuters)

The U.S. will create programs to help the troubled money market industry. (WSJ)

Barclays (NYSE: BCS), Credit Suisse (NYSE: CS), Morgan Stanley (NYSE: MS), Goldman Sachs (NYSE: GS) and Royal Bank of Scotland (NYSE: RBS) will bid as the New York Fed auctions risky bonds it got as part of its AIG (NYSE: AIG) bailout. (WSJ)

Greece will cut 15,000 public sector jobs. (WSJ)

Motorola Mobility (NYSE: MMI) wants a 2.25% royalty on Apple (NASDAQ: AAPL) iPhone sales based on IP claims. (WSJ)

Walt Disney (NYSE: DIS) and Univision are in talks to create a 24-hour news channel. (WSJ)

India cuts its growth forecast to 6.9%. (WSJ)

Eugene Isenberg of Nabor Industries (NYSE: NBR) gives up a $100 million retirement payout. (WSJ)

The Obama budget will have $3 trillion in cuts over 10 years and $1.5 trillion in new taxes — mostly on the rich. (WSJ)

Japan wants to enter a large Asia-Pacific trade agreement, but the U.S. may object. (WSJ)

Satellite makers say that U.S. regulations make it difficult for them to compete overseas. (WSJ)

Republic Airways (NASDAQ: RJET) is about to sell Frontier. (WSJ)

New LeadershipIQ research breaks companies into four groups based on management style and systems to create results. (WSJ)

Walmart (NYSE: WMT) promotes a manager to be the new CEO of its China operations. (WSJ)

Some large European banks will not take European Central Bank loans because they fear it will make them appear weak. (WSJ)

BP (NYSE: BP) raises its dividend. (FT)

An escrow fund may be set to help Greece instead of all aid money going to the nation directly. (FT)

Farmers to plant the largest corn crop since 1984. (Bloomberg)

Walmart will lower fat, sodium and sugar in some foods. (Bloomberg)

Douglas A. McIntyre

Read America’s Ten Shrinking Corporate Giants

Large companies can lose a significant amount of their revenues because they get into a great deal of financial trouble. A company may lose part of its customer base quickly because of economic forces, or it may be part of a financial catastrophe. As a result, the company’s revenue declines, and it begins to post large losses. In cases like these, companies often are forced to sell divisions to fund their survival. Alternatively, companies may close some of their operations that drain capital. General Motors and Citigroup are good examples of this category. Each moved from relative prosperity to difficulty in a very short period.

The other reason large companies shrink quickly is by design. The management of a corporation created by merger or acquisition activity may find that some of its pieces no longer fit together. One division may grow at a much higher or slower rate compared to others. Also, the way the stock market values one part of a large corporation may change because it is in a category Wall Street no longer favors. That, in turn, becomes a burden on the stock price of the entire enterprise. Telecom hardware company Motorola Solutions and media giant Time Warner fall into this category. Each is smaller than it was five years ago because it spun out a major business.

24/7 Wall St. used Capital IQ to screen the largest companies in America based on total revenue in 2006. We then screened for those that had the largest drops in total revenue between 2006 and 2010. Most of the eight companies on this list lost a third of their total revenue over the period, and some lost more than half. The list is ranked by total revenue loss from greatest to least.

This is 24/7 Wall St.’s list of America’s Shrinking Corporate Giants

• Feb 01 traded 125,300 shares and closed at $14.59
• Jan 31 traded 58,300 shares and closed at $14.25
• Jan 30 traded 33,400 shares and closed at $14.28
• Jan 27 traded 16,200 shares and closed at $14.20
• Jan 26 traded 400 shares and closed at $13.50
• Jan 25 traded 1,300 shares and closed at $13.59

We said it before and we will say it again… This ETF owns no shares of Facebook as of yet.  It will have to after the Facebook IPO but it does not now.  Interpublic Group of Companies, Inc. (NYSE: IPG) owns shares but barely rose today.  Affiliates of Goldman Sachs Group Inc. (NYSE: GS) own shares, and Microsoft Corporation (NASDAQ: MSFT) owns shares.  The social media company only has a halo-effect around the theme of social media.

Facebook is and was one of our Top 17 IPOs For 2012, but so was Twitter, Living Social and Yelp.

LinkedIn Corporation (NYSE: LNKD) closed up 6.4% at $76.98 solely on being a rival and Zynga Inc. (NASDAQ: ZNGA) rose 16% to $12.39 due to its being north of 10% of Facebook’s revenues.

What is so funny is that even FriendFinder Networks Inc. (NASDAQ: FFN), the adult-themed social networking site and one of the worst IPOs of modern time, rose solely because of the social media halo.  That gain was 16% to $1.33 against a 52-week range (actually under a year) of $0.51 to $10.01.

The one business development company which does own Facebook shares is GSV Capital Corporation (NASDAQ: GSVC).  Its shares have risen since the impending filing was telegraphed last Friday and the stock rose by over 7% to $18.51 today.

This is called the Halo-effect if there ever was one.

Facebook’s full IPO details are here.

JON C. OGG

While Facebook has said that it is choosing the “FB” stock ticker, it did not specify whether or not the NYSE or NASDAQ would get the listing.  Keep in mind that Mark Zuckerberg is where the buck stops if you evaluate the share structure.

Be advised that there is a dual-class of stock with A shares and B shares.  Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.

The underwriting group is as follows: lead book-runners are Morgan Stanley, J.P. Morgan, and Goldman Sachs; co-managers are BofA/Merrill Lynch, Barclays Capital, and Allen & Company.

BASIC STATS:

• 845 million monthly active users,
• 2.7 billion likes and comments per day,
• 250 million photos uploaded per day,
• and 100 billion friendships.
• The company also has 483 million daily active users.
• It also had roughly 3200 employees as of December 31.

Microsoft Corporation (NASDAQ: MSFT) is listed as a competitor and it is an owner, while Google Inc. (NASDAQ: GOOG) is not an owner and is listed as a key competitor.  Twitter is competitor.  As a reminder, GSV Capital Corporation (NASDAQ: GSVC) is an owner of stock as well.  Interpublic Group of Companies, Inc. (NYSE: IPG) still owns a small stake as well.

We are now finally getting to see at least some of the preliminary figures from Facebook to use for financial analysis:

• 2009 revenues $777M, $122M net income for shareholders;
• 2010 revenues $1.974B, $372M net income for shareholders;
• 2011 revenues $3.711B, $668M net income for shareholders.
• The company’s cash and marketable securities at the end of 2011 was $3.908 billion.

Zynga Inc. (NASDAQ: ZNGA) accounted for about 12% of 2011 total revenues for Facebook.

Mark Zuckerberg owns 28.4% of the total voting power, but he has a proxy over insider shares that gives him 56.9% of the total voting power.  Other big holders are James Breyer at 11.4% and Peter A. Thiel at 2.5%.  Large Class B share holders (1 million or more shares) are Sheryl Sandberg, David Ebersman, Mike Schroepfer. Theodore Ullyor, Marc Andreesson…

T. Rowe Price Associates, Inc. (NASDAQ: TROW) owns over 6 million class A shares and affiliates of Goldman Sachs Group Inc. (NYSE: GS) own over 65.9 million Class A shares.

As of December 31, 2011 there were outstanding:

• 117,097,143 shares of our Class A common stock held by approximately 110 stockholders;
• 1,758,902,390 shares of our Class B common stock held by approximately 1,070 stockholders;
• 258,539,434 shares issuable upon exercise of outstanding stock options;
• 378,772,184 shares subject to outstanding restricted stock units (RSUs).

RISK FACTORS AS FOLLOWS:

• “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with Facebook, our revenue, financial results, and business may be significantly harmed;”
• “We generate a substantial majority of our revenue from advertising. The loss of advertisers, or reduction in spending by advertisers with Facebook, could seriously harm our business;”
• “Growth in use of Facebook through our mobile products, where we do not currently display ads, as a substitute for use on personal computers may negatively affect our revenue and financial results;”
• “Facebook user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control;”
• “We may not be successful in our efforts to grow and further monetize the Facebook Platform;”
• “Our business is highly competitive, and competition presents an ongoing threat to the success of our business;”
• “Improper access to or disclosure of our users’ information could harm our reputation and adversely affect our business;”
• “Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could harm our business;”
• “Our CEO has control over key decision making as a result of his control of a majority of our voting stock;”
• “The loss of Mark Zuckerberg, Sheryl K. Sandberg, or other key personnel could harm our business;”
• “We anticipate that we will expend substantial funds in connection with tax withholding and remittance obligations related to the initial settlement of our restricted stock units (RSUs) approximately six months following our initial public offering;”
• “The market price of our Class A common stock may be volatile or may decline, and you may not be able to resell your shares at or above the initial public offering price;”
• “Substantial blocks of our total outstanding shares may be sold into the market as “lock-up” periods end, as further described in “Shares Eligible for Future Sale.” If there are substantial sales of shares of our common stock, the price of our Class A common stock could decline.”

Again, the Top 17 IPOs to Watch in 2012 is here.

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JON C. OGG

The full S-1 SEC FILING is here.  PS… The traffic to the SEC.gov website was severely limited for almost an hour due to excessive traffic flooding the site due to readers wanting to read the Facebook S-1.

The 24/7 Wall St. Top Analyst Calls of the Week were in shares of the following: AT&T Inc. (NYSE: T); Automatic Data Processing, Inc. (NYSE: ADP); Best Buy Co., Inc. (NYSE: BBY); Chesapeake Energy Corporation (NYSE: CHK); Dendreon Corporation (NASDAQ: DNDN); E*TRADE Financial Corporation (NASDAQ: ETFC); J.C. Penney Company, Inc. (NYSE: JCP); J.P. Morgan Chase & Co. (NYSE: JPM); Goldman Sachs Group Inc. (NYSE: GS); Morgan Stanley (NYSE: MS); Jefferies Group, Inc. (NYSE: JEF); KLA-Tencor Corporation (NASDAQ: KLAC); Life Technologies Corporation (NASDAQ: LIFE); McDonald’s Corporation (NYSE: MCD); Michael Kors Holdings Limited (NYSE: KORS); Netflix, Inc. (NASDAQ: NFLX); Vistaprint NV (NASDAQ: VPRT); and Zynga Inc. (NASDAQ: ZNGA).

We have covered these in more detailed summaries below and some of these will have links to broader coverage calls.  

AT&T Inc. (NYSE: T) has been a bit under pressure and frankly its earnings did not help the situation for the bulls despite some positive metrics.  Now there is a bit more caution as the stock was reinstated in coverage on Friday at Credit Suisse: with a NEUTRAL and a mere $30.00 price target. This was one of Jim Cramer’s 4 FAVORITE DJIA PICKS FOR 2012 and it is the highest yield of the DJIA. 

Automatic Data Processing, Inc. (NYSE: ADP) met its second quarter earnings estimates this last week but apparently there are some valuation concerns despite the CFO seeing some continued positive trends in the economy.  On Thursday there were two downgrades: Cut to NEUTRAL at Citigroup and Cut to MARKET PERFORM at Wells Fargo.  Shares were around $57.oo pre-earnings and ended the week down at $55.34 and that may be another failed break-out attempt on the chart as the year high is $57.10.

Best Buy Co., Inc. (NYSE: BBY) is supposed to be down and out with absolutely nothing going for it.  In fact, its real risk is that no one under 30 or so may ever go there again.  Not so fast, according to Credit Suisse as the firm reinstated coverage with an OUTPERFORM rating and with a call of almost 30% upside to its $32.00 price target (versus $28.21 target from Thomson Reuters. This drove shares up 1.7% on Friday when the broad market was down.

Chesapeake Energy Corporation (NYSE: CHK) is the pure-play when it comes to investing in natural gas.  It is no secret that nat-gas is in the tank.  Apparently J.P.Morgan just couldn’t take the pressure any longer.  The analyst team there cut Chesapeake to UNDERWEIGHT on Thursday… That is just a “Sell” masqueraded by vocabulary.

Dendreon Corporation (NASDAQ: DNDN) was given two calls of caution or at least calls with no enthusiasm despite its shares having more than doubled from the lows.  Zacks maintained a NEUTRAL rating with a $14.00 target, while the team at Cantor Fitzgerald started it with only a HOLD rating.  Both calls came on Wednesday and Wednesday’s was Dendreon’s highest price of the week.

E*TRADE Financial Corporation (NASDAQ: ETFC) is still supposed to be a buyout target according to the great analyst predictions of 2012, even though the company’s review ended with nothing.  Earnings stank up the joint and the promise (or forecast) of exceptionally low rates through 2014 offers no comfort for earnings at online brokers.  The stock was cut to NEUTRAL at Goldman Sachs this week.  Keep in mind that Goldman Sachs was the firm hired to go find a buyer for E*TRADE.  Not promising at all.

Our take is that Mark Zuckerberg has been holding out to achieve a $100 billion market valuation for the IPO.  Even if Facebook does not deliver on its IPO paperwork next week, the IPO is coming soon.  The company is going to have to disclose its financials sooner or later due to its large base of shareholders.

GSV Capital Corporation (NASDAQ: GSVC) already owns shares of Facebook and its share have popped by 3% to $15.60 on this news.  As a reminder, Microsoft Corporation (NASDAQ: MSFT) invested in this and now should have exponential implied valuation gains on what sounded silly at the time.

Don’t forget about iShares KLD 400 Social Index Fund (NYSE: DSI).  It will end up being a holder as well and this should increase the trading volume of that ETF whether it is up or down in share prices.

Facebook is ONE OF OUR TOP 17 IPOs FOR 2012

Until an SEC filing hits the tape, we are treating this as a rumor.  One of many rumors.  Supposedly the Facebook IPO will create over 1,000 new millionaires.

JON C. OGG

The unofficial closing bells put the DJIA up more than 83 points to 12,758.85 (0.66%), the NASDAQ rose nearly 32 points (1.14%) to 2,818.31, and the S&P 500 rose 0.87% or more than 11 points to 1,326.06.

There were several analyst upgrades and downgrades today, including Goldman Sachs Group Inc. (NYSE: GS) cut to ‘neutral’ at JPMorgan; Starbucks Corp. (NASDAQ: SBUX) raised to ‘outperform’ at Oppenheimer; Oracle Corp. (NASDAQ: ORCL) cut to ‘neutral’ at Macquarie; and Regions Financial (NYSE: RF) raised to ‘outperform’ at RBC Capital and cut to ‘neutral’ at BofA/Merrill Lynch. Znyga Inc. (NASDAQ: ZNGA) gets starting calls from four brokers: ‘overweight’ at Barclays and JPMorgan; ‘buy’ at Goldman Sachs; and ‘neutral’ at BofA/Merrill Lynch.

Earnings reports since markets closed on last night have led to some price changes as of the last half hour of trading today: Apple is up 6.4% at $447.17, after posting a new 52-week high this morning of $454.45; Advanced Micro Devices Inc. (NYSE: AMD) is up nearly 3% at $6.72; Altera Corp. (NASDAQ: ALTR) is up 1% at $40.54; Yahoo! Inc. (NASDAQ: YHOO) is down -0.6% at $15.60; ConocoPhillips (NYSE: COP) is down -0.9% at $70.01; Praxair Inc. (NYSE: PX) is down -2.8% at $106.05; Wellpoint Inc. (NYSE: WLP) is down -4.9% at $66.01; US Airways Group Inc. (NYSE: LCC) is up more than 18% at $7.59; and Xerox Corp. (NYSE: XRX) is down nearly -10% at $7.81.

Other standouts from today include the following stocks:

Illumina Inc. (NASDAQ: ILMN) is up more than 46% at $55.16. The genetic testing instrument maker is the target of a $5.7 billion hostile takeover offer from Roche Holdings AG.

Rubicon Technologies Inc. (NASDAQ: RBCN) is down nearly -12% at $10.66. The LED lighting maker was downgraded from ‘buy’ to ‘hold’ at Needham yesterday on low demand.

Indiana Community Bancorp (NASDAQ: INCB) is up about 44% at $20.90 after posting a new 52-week high of $21.34 earlier. The bank holding company has agreed to be acquired by Old National Bancorp (NYSE: ONB) in an all-stock transaction.

Complete Genomics Inc. (NASDAQ: GNOM) is up 19% to $2.98. The DNA-sequencing company is getting a boost from the hostile takeover bid for Illumina.

NuVasive Inc. (NASDAQ: NUVA) is up about 19% at $16.31. The medical device maker had its shares stopped today following a report that it would not receive an injunction against selling a disputed product.

Stay tuned for Thursday. We have noted the following events on the schedule (all times Eastern):

• 8:30 a.m. – Durable goods orders
• 8:30 a.m. – New claims for unemployment benefits
• 10:00 a.m. – New home sales
• 10:30 a.m. – EIA weekly natural gas storage report
• 4:30 p.m. – Fed balance sheet and money supply reports

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Paul Ausick