Facebook IPO

05.22.12

Zuckerberg Bombshell: Did Facebook Bankers Secretly Slash Forecasts Before IPO?

In the wake of a disastrous stock offering comes what looks like an enormous scandal for the social-media giant. It's time for us to finally wake up and see how awful Facebook truly is, says Dan Lyons.

Two days after a disastrous initial public offering, shares in Facebook are collapsing. They’re down to $33, well below the IPO price of $38.

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Zachary Karabell weighs in on the Facebook IPO.

That makes sense since, at $38, the shares were wildly overpriced, valuing Facebook at more than $100 billion. Even at a per-share price of $33, Facebook carries a $90 billion valuation, which is nuts.

But now what looks like a bombshell scandal is emerging.

Reuters broke the news today that just as bankers were touting shares in Facebook to the public, they were secretly lowering their revenue forecasts for the company.

Now, Reuters reports that the Financial Industry Regulatory Authority may investigate charges that bankers might have shared the negative news with some investors, but not all.

If true, this stunning allegation could lead to an enormous scandal involving not only the bankers but also Facebook executives, says former Wall Street analyst Henry Blodget, who runs Business Insider, a financial website.

Apparently the bankers started revising their future estimates downward during the IPO “roadshow,” the tour during which Facebook executives went around doing presentations urging investors to buy Facebook stock.

The bankers got spooked when Facebook filed an amended S-1 registration form with the Securities and Exchange Commission that included some vague comment about user numbers growing faster than revenue numbers.

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Facebook CEO Mark Zuckerberg delivering a keynote during the Facebook f8 Developer Conference at the San Francisco Design Center. (Kimihiro Hoshino, AFP / Getty Images)

To the uninformed, this didn’t seem important. But “to those experienced in reading financial statements, this language was unnerving, because its mere existence could have been taken to mean that Facebook’s revenue in the second quarter wasn’t coming in as strong as Facebook had hoped (why else would the language have been added at the 11th hour?)” writes Blodget, the former analyst.

The larger question is whether Facebook executives themselves communicated or “suggested” to the bankers that they should lower their numbers, says Blodget, who seems to think something like that happened.

“Speaking as a former analyst, it seems highly unlikely to me that the vague language in the final IPO amendment would prompt all three underwriter analysts to immediately cut estimates without some sort of nod and wink from someone who knew how Facebook’s second quarter was progressing,” Blodget writes.

Will it ever occur to people that so many who rub up against Facebook later notice that their watch and wallet are missing?

Facebook did not respond immediately to emailed requests for comment from The Daily Beast.

But none of this should come as a surprise to anyone who has been following Facebook in recent years. Since its origin in a Harvard dorm room in 2004, the company has been dogged by complaints by people who felt tricked and ill-treated by CEO and cofounder Mark Zuckerberg.

First came allegations that Zuckerberg had stolen the idea for Facebook from fellow Harvard students, and a lawsuit that Facebook settled.

Zuckerberg insisted that he didn’t steal the idea, though he had agreed to write code for the other guys who were creating their own social network. And in an instant-message exchange from that time, Zuckerberg said of the guys who had hired him, “I’m going to fuck them. Probably in the ear.”

Then came reports that, while he was a student, Zuckerberg had hacked into the private email of reporters at The Harvard Crimson, and had hacked into the rival social network created by the guys he’d threatened to “fuck in the ear,” in order to disrupt its operations.

Then there emerged an IM string from the early days of Facebook, in which Zuckerberg offered to give a pal access to private information that Facebook was collecting from people who had joined the service, saying, “They ‘trust me.’ Dumb fucks.”

Then one of his cofounders, Eduardo Saverin, sued Zuckerberg claiming he’d been defrauded, after his stake in the company was diluted. Later, emails emerged revealing that Zuckerberg asked his lawyers if there’s “a way to do this without making it painfully apparent to him that he’s being diluted.”

Then came Mark Pincus, an early investor in Facebook and adviser to Zuckerberg who believed so strongly in the company that he built his own company, Zynga, to make social games that run on top of Facebook. That worked fine until Zynga started making money, at which point Zuckerberg changed the rules and said that, from now on, Zynga would have to give Facebook a 30 percent cut of the revenues it generated on Facebook. Pincus was furious, but where could he go? His whole business was built on Facebook.

Then came Facebook’s hundreds of millions of users, who signed up for the service under one set of privacy rules only to have Zuckerberg change them after the fact, in ways that force them to reveal more about themselves—leading Facebook, in 2011, to settle charges brought by the Federal Trade Commission that said the company had made “unfair and deceptive” claims and had violated federal law. (Facebook did not admit guilt when it settled.)

If the latest IPO allegation proves true, we can add gullible investors to the long list of people who have been burned by this baby-faced billionaire and the shabby pack of enablers, apparatchiks and sleazy spinmeisters surrounding him.

And now Facebook’s insider investors have dumped loads of overpriced stock onto the public.

In fact, just last week, only two days before the IPO, a bunch of Facebook’s private investors boosted the number of shares they wanted to unload in the offering, some of them by significant amounts.

One hedge fund boosted the number of shares it would sell almost eightfold. And two members of Facebook’s board of directors—investors Peter Thiel and James Breyer—also boosted the number of shares they would sell in the days leading up to the offering. (A representative for Breyer declined to comment, while Thiel's rep explained that they can't comment on Facebook because of the quiet period following the IPO.)

What exactly did those people know and when did they know it? Did they know that analysts at the underwriter banks had been lowering their estimates? Were they able to read between the lines of a vague amendment to Facebook’s S-1 paperwork? Did they get a “nod and wink” from Facebook?

The SEC will be all over this. But the problem is, they’ll probably have a hard time finding out who told what to whom. Whispers and nods are not so easy to ferret out.

The larger picture is that a powerful company, one that is collecting more information about more people than any organization in history, one that has 900 million members, making it the third-largest country on earth, is in the control of a 28-year-old man who has a history of being, well, less than forthright.

Will it ever occur to people that so many who rub up against Facebook later notice that their watch and wallet are missing?

To me, the most amazing thing about Facebook is that no matter how many times it gets engulfed in some kind of scandal, nobody seems to care. There are even idiots out there making songs in tribute to Facebook, called “Thank you, Facebook.”

Go ahead and click on that link and listen to the song, if you dare. But I warn you: dizziness and nausea may occur. Especially if you’re one of the poor saps who bought Facebook shares in the initial public offering.