Chinese coal company’s share placement produces interesting collection of investors

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The shares of SinoCoking Coal and Coke Chemical Industries Inc. (Nasdaq: SCOK) skyrocketed earlier this year, after the company went public through a reverse merger that included a private placement of common stock and warrants.

As Sharesleuth previously reported, SinoCoking’s stock shot from $6.45 on Feb. 16 to a high of $53.70 on March 5.  Although the price has plunged over the past week, the current price of around $8.60 still represents a decent premium for the private placement buyers, who paid $6 for a unit consisting of one common share and a warrant for half a common share.

Sharesleuth took a closer look at the registration statement covering the resale of those shares, and found that no fewer than eight people who participated in the placement have been the subject of Securities and Exchange Commission actions or criminal prosecutions.

The list includes at least four people who were directly or indirectly linked to stock-manipulation schemes. Several other investors were previously involved in a small cluster of U.S. companies whose placements were manipulated by a ring of boiler room brokerages in the 1990s.

Sharesleuth’s investigation found that the investors in SinoCoking’s private placement included:

  • Richard N. Molinsky, a former senior vice president at D.H. Blair & Co., who pleaded guilty to securities fraud and attempted enterprise corruption in 2002 in connection with that brokerage’s boiler-room style activities. He received probation but paid $1.5 million in restitution. The SEC also barred him from association with any broker-dealer as a result of his criminal conviction.
  • Bryant D. Cragun, a former stockbroker who was an owner of two unlicensed, offshore brokerages that sold shares of obscure U.S.-listed companies to investors in Europe, Asia and other parts of the world. Regulatory agencies described those firms – Oxford International Management and PT Dolok Permai (which did business as International Asset Management) – as boiler rooms. Many of the people who bought shares through the firms lost all, or nearly all, of their investments.  Cragun acknowledged to the Wall Street Journal in 2000 that the SEC spent five years investigating his activities but did not bring charges. SinoCoking’s filings identified Cragun as president of Wilmark of Nevada Inc., which got 80,000 shares and 40,000 warrants in its placement.
  • R. Gordon Jones, an accountant who was barred by the SEC in 2001 for “intentionally, knowingly or recklessly” violating professional standards in auditing the financial statements of Dynamic American Corp., which turned out to be fraud.  Corporation filings show that Jones is treasurer of Wilmark of Nevada.  Jones’ former firm — Jones, Jensen & Co. of Salt Lake City — was the auditor for a number of the companies whose shares were sold to foreign investors by Cragun’s offshore brokerages.  
  • Kenneth A. Orr, who faced both civil and criminal charges in connection with a stock-promotion scheme in which brokers were paid kickbacks for selling shares of certain companies that were vehicles for fraud. The SEC alleged that Orr took payments to sell shares of two of the companies. Orr neither admitted nor denied the charges, but allowed the entry of a permanent injunction against him in 2002, prohibiting future violations of securities laws. He was ordered to pay $154,000 in disgorgement, penalties and interest. Orr also pleaded guilty to a criminal charge of conspiracy to launder money. He was sentenced to probation and fined $3,000.
  • Lawrence E. Kaplan, former president of G-V Capital Corp., which as a company pleaded guilty  to criminal fraud charges in 2004 in connection with a broader manipulation scheme by several brokerages, including Walsh Manning Securities Inc. and J.B. Sutton Group LLC. In addition to his role at G-V Capital, Kaplan was a director of one of the companies whose shares were manipulated, and later joined the board of another. Kaplan also was indicted personally on fraud charges, but federal prosecutors dismissed their case against him in 2007.
  • Stewart R. Flink, former managing member of Crestview Capital Partners LLC, who was charged by the SEC with making fraudulent representations in connection with Crestview’  investments in two other stock placements.  The SEC alleged that Flink and Crestview falsely asserted that they had not shorted the shares of those companies in the 10 days preceding the offerings. Flink and Crestview settled the charges in 2007, with Flink paying a $120,000 civil penalty and Crestview paying $432,519 in disgorgement, penalties and interest. Flink’s new fund, Next View Capital LP, got 150,000 shares and 75,000 shares and warrants in SinoCoking’s placement. 
  • Shaye Hirsch, the former compliance officer for Pond Securities Corp., who is currently fighting SEC charges related to a scheme in which an investor engaged two of the firm’s traders in the manipulative short selling of shares in Sedona Corp., a company in which the investor held convertible notes. Although the SEC did not implicate Hirsch in the manipulation scheme, it said he was aware of the traders’ dealings in the stock and failed to adequately supervise them. Thomas Badian, who headed the investment firm that shorted Sedona’s shares, was charged with fraud by the SEC, and was indicted on criminal charges. The traders, who had dual registrations with Pond and the now-defunct Refco Securities, also were charged by the SEC. Hirsch and Pond recently settled related charges with the Financial Industry Regulatory Authority, agreeing to jointly pay a $100,000 fine.

Two investment banking firms, Rodman & Renshaw LLC and Madison Williams and Co., placed the shares for SinoCoking. They raised $44 million for the company, which operates coal mines and coking plants in China’s Henan Province.

Sharesleuth is not alleging any wrongdoing by SinoCoking, its placement agents or the people who bought shares in the offerings. However, we think that people who are considering an investment in the company might be interested in the backgrounds of some of the other stockholders.

(Disclosure: No one associated with Sharesleuth.com has any position, short or long, in SinoCoking’s stock.)


THE PLACEMENT

According to SEC filings, SinoCoking issued 5 million shares and 2.87 million warrants to U.S. investors and its placement agents.  It issued 2.34 million shares and 1.17 million warrants to non-U.S. investors.  All of the warrants sold to investors are exercisable at $12 a share.

At the current market price, the investors in those deals would be showing paper gains of roughly $18 million.

SinoCoking’s shares closed Friday at $10.26, off nearly $5 for the week, giving the company a market capitalization of $214.1 million. At its peak, in March, the company had a market cap of more than $750 million.

SinoCoking’s registration statement shows that the investors with SEC histories got at least 581,001 shares and warrants, or nearly 7.5 percent of the total sold to U.S. buyers.  In some cases, the investors bought shares in their own names; in others, they bought shares on behalf of funds they manage.

Molinsky, for example, bought 10,000 shares and 5,000 warrants in his own name; Kaplan personally bought 25,000 shares and 12,500 warrants.

Hirsch bought a total of 28,001 shares and warrants through Brio Capital LP, a New York-based company where he is managing partner. Orr purchased 4,000 shares and 2,000 warrants through an entity called Triumph Small Cap Fund Inc., in Woodbury, N.Y. 

SinoCoking’s filings did not disclose the regulatory or criminal pasts of any of the private placement investors. Sharesleuth used addresses listed in the filings to make the connections, by cross referencing them with corporation filings, court filings, old SEC filings and other records.

MORE INVESTORS WITH REGULATORY PASTS

Another SinoCoking investor with a regulatory record is Gregory A. Bied, who in January settled SEC charges alleging violations of short-selling rules. According to the SEC’s summary of the charges, one investment fund controlled by Bied and a partner shorted shares of two public companies just before another of their funds bought shares in follow-on offerings.  The SEC said the fund that shorted the stock used some shares from the other fund’s placement purchase to cover its positions. One of the funds cited in the case, Del Rey Management LP, got 25,000 SinoCoking shares and 12,500 warrants.

Bied, his partner and their other fund, AGB Partners LLC, agreed to pay $61,365 in disgorgement, penalties and interest.

High Capital Funding LLC, headed by Frank E. Hart, got 8,000 SinoCoking shares and 4,000 warrants in the placement. The SEC brought charges against Hart in 1994, alleging that he caused account holders at savings and loans that were converting to stockholder-owned institutions to claim that they were buying shares for themselves when, in fact, Hart and another of his companies, Generation Capital Associates, were acquiring the stock.

Hart and Generation Capital settled the charges without admitting or denying guilt, and paid more than $620,000 in disgorgement and interest.

THE SHAREHOLDER LIST

SinoCoking’s registration statement covers roughly 160 shareholders, including 45 individual Chinese investors. The list also includes Rodman & Renshaw, Madison Williams, and about 15 people who work at those firms or have close relatives who do.

The registration statement did not identify which firm was responsible for placing shares with specific investors. Madison Williams said in a response to questions from Sharesleuth that its focus was on marketing the private placement to institutional investors.

Rodman & Renshaw did not respond to our questions. However, we noted that the registration statement for shares sold in another private placement handled by that firm also included Cragun’s company, Wilmark of Nevada, and at least a dozen other SinoCoking investors.

SinoCoking did not comment on Sharesleuth’s findings.

THE COMPANY

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SinoCoking, based in Pingdingshan, China, owns coal mines, washing facilities and coking plants in Henan Province. It went public on Feb. 5 through a reverse merger with Ableauctions.com, a British Columbia-based company whose shares traded on the Over-the-Counter Market.

SinoCoking’s stock moved to the Nasdaq market two weeks later. At the time, the company was projecting that its revenue for the 12 months ending June 30 would reach $69.4 million, and that its net income would be in the neighborhood of $19.3 million.

SinoCoking has not yet reported its full year results. According to the most recent version of its registration statement, it had $41.4 million in revenue for the nine months that ended March 31, but posted a loss of $25.6 million, reflecting a change in the value of the warrants it issued in its financing.

SinoCoking also disclosed last month that all coal mining operations in Pingdingshan had been shut down by government order on June 22, after an explosion at another company’s mine killed 47 miners. The company said the mining moratorium would have a significant impact on its financial performance.

Nevertheless, SinoCoking reported preliminary revenue of $58 million for the year ended June 30, and preliminary earnings of $16 million.

The company announced Friday that it had signed a deal to buy as much as 3 million tons of coal a year from another Chinese producer. It said the supply agreement would allow it to operate its washing and coking facilities at full capacity, and would add as much as $146 million in annual revenue and $7 million in annual profits.

THE PLACEMENT AGENTS

Rodman & Renshaw has been one of the most active investment banks in the Chinese reverse merger market, helping to arrange financing at the time of the transactions, as well as secondary offerings afterward.

SinoCoking’s filings listed Rodman & Renshaw with 54,000 warrants exercisable at $6 a share. Eight of its employees were listed as holding individual stakes ranging from 2,000 warrants to 20,870 warrants, for a total of more than 50,000 warrants exercisable at $6 each.

Madison Williams is a relative newcomer to such deals. It was spun off from Sanders Morris Harris Group Inc. in late 2009.

SinoCoking’s filings list Madison Williams as holding 52,000 warrants exercisable at $6 a share and 46,865 warrants exercisable at $12. In addition, another entity called the MW Equity Pool LLC is listed as holding another 148,298 warrants, with an average exercise price of a little over $8.

Individuals and funds with ties to Sanders Morris Harris were listed as holding an additional 137,500 shares and warrants.

SinoCoking’s filings show that Don A. Sanders, the vice chairman of Sanders Morris Harris, and Ben T. Morris, the chief executive, were among the investors who got shares in the private placement.

BOILER ROOM TIES

When looking into the histories of the private placement participants, Sharesleuth discovered that Kaplan, Orr and several others listed in SinoCoking’s filings previously invested alongside one another in the companies that G-V Capital and Walsh Manning used in their frauds, which ran from 1995 to 1998.

Prosecutors said Frank J. Skelly and Craig Gross, the principals of Walsh Manning, orchecstrated a pump-and-dump scheme that artificially inflated the shares of at least four companies: Brake Headquarters Inc., Multimedia Games Inc., American Healthchoice Inc., and Jenna Lane Inc.  Skelly and Gross were convicted of securities fraud and other charges in October 2004, and got matching 57-month prison terms.

Kaplan’s company, G-V Capital, handled stock or debt placements for all four companies, and he got shares in each of them. Walsh Manning arranged additional placements for some of the companies.

SEC filings show that, in each placement, a large block of shares went to an entity secretly controlled by Kenneth S. Greene, a former principal at Stratton Oakmont Inc., one of the most notorious boiler room brokerages of the 1990s. The SEC had barred Greene from the securities business in 1994 and ordered him to pay a $100,000 fine in connection with Stratton Oakmont’s activities.

Greene was convicted on criminal charges in the Walsh Manning case. He cooperated with authorities and was sentenced to 15 months in prison.

Prosecutors said the architects of the scheme arranged for their brokerages to gain a hidden majority interest in the companies by purchasing shares at below market prices from the private placement investors, who in some cases had agreed in advance to flip their stock. The transactions gave the boiler rooms control over the availability of shares, making it easier for them to manipulate the price.

Orr was one of the participants in the G-V Capital and Walsh Manning placements, buying shares in Brake Headquarters and Multimedia Games.

The filings show that another participant in SinoCoking’s private placement – a New York real estate and venture capital investor named Michael Miller – got shares in all four of the companies that figured into the manipulation case.

A third SinoCoking investor, Ronald I. Heller, participated in the Multimedia Games and American Healthchoice placements. At the time, he was an investment banker at M.H. Meyerson & Co., a brokerage firm whose initial public offering was handled by Stratton Oakmont, and whose shares were being touted by Walsh Manning. M.H. Meyerson also was an investor in some of the placements.

OTHER INVESTORS

SinoCoking’s filings also show that several employees of Maxim Group LLC, another investment banking firm that has been active in the Chinese reverse-merger market, bought shares in the private placement.

A team of Maxim investment bankers headed by Ramnarain “Joe” Jaigobind moved to Rodman & Renshaw in June 2008.

SinoCoking’s registration statement showed that two of Flink’s former associates at Crestview also participated in the placement, buying more than 70,000 shares and warrants for themselves or funds they represent.

Sharesleuth will keep following SinoCoking and its placement agents and report on what we find.

Chinese company has growing receivables issues

Telestone Technologies Corp. (Nasdaq: TSTC) doubled its
sales last year, with nearly all of the gains coming from the three big players
in China’s burgeoning wireless communications market.

The Beijing-based company, which provides equipment and
services to mobile telecommunications providers, reported revenue of $71.9
million and earnings of $12.5 million. It is projecting additional gains this
year, with sales rising to $129.4 million and profits jumping to $22.9 million.

But Sharesleuth’s review of Telestone’s SEC filings shows
that the company ended 2009 with $95.2 million in accounts receivable, before
adjustments for doubtful payments. That equates to all of its revenue for last
year, plus more than two-thirds of its revenue from the previous year.

At the end of this year’s first quarter — a period in which
Telestone reported $11.1 million in revenue – the company’s accounts receivable
still stood at $96.6 million, indicating that it made relatively little
progress in collecting on its outstanding bills.

Telestone said in its financially summary that its “Days
Sales Outstanding,” the average number of days it takes to collect revenue
after a sale, stood at 673 days. That’s the highest such figure Sharesleuth has
ever seen, and was up sharply from the 358 days the company listed at the end
of 2009.

Put another way, nearly all of Telestone’s reported growth
and earnings — which fueled a 20-fold increase in its stock price between
March 2009 and January of this year — was linked to revenue that the company had not yet collected and might
have continued difficulty collecting.

Telestone’s stock closed Wednesday at $13.52, giving it a market
capitalization of $142.6 million. The company is scheduled to announce its
quarterly results after the markets close on Thursday, and that report is
likely to include an update on its accounts receivable collections.

(Update: Telestone reported revenue of $16.6 million for the second quarter. It said its accounts receivable, before allowances for doubtful accounts, rose to $107.1 million, while its Days Sales Outstanding fell to 483 days). 

Telestone’s large backlog of receivables is significant for
investors because companies that are unable to convert sales to cash in a
timely manner often must fund their operations by taking on debt, which cuts
into earnings, or selling additional shares, which dilutes existing
shareholders.

Sharesleuth also noted that the SEC filings for Telestone’s
three main customers show that Telestone’s  characterization of its accounts receivable situation does
not necessarily square with the numbers and narratives in its customers’
financial reports.

Sharesleuth is not alleging any wrongdoing by Telestone. But
we think that investors who are considering the company because of its sharp
increase in sales and earnings and its attractive profit margins might want to
know more about the underlying numbers.

(Disclosure: No one affiliated with Sharesleuth.com has any position, short or long, in Telestone’s shares) 

CUSTOMERS

Telestone says that its three main customers – China Mobile
Ltd., China Unicom (Hong Kong) Ltd. and China Telecom Corp. — are large,
healthy companies that are unlikely to default on their obligations. It noted,
however, that it has little bargaining power over those companies, and thus
must enter into agreements with them on less favorable terms than it can
negotiate with other customers.

That power dynamic, Telestone says, is one reason for the
backlog of accounts receivables. The company also said in its SEC filings that
consolidation, restructuring and rapid growth in the Chinese telecommunications
industry is contributing to the delay in payments.

In response to questions submitted by Sharesleuth, Telestone
also noted that the nature of its business is an additional complication
because the branch offices of the Big 3 wireless companies are responsible for
approving projects and making payments – not the corporate headquarters.

“For Telestone to get paid after our project is completed
and approved, Big 3 Provincial offices “apply” for funds to pay for LAN (local area network) installation from Corporate,” Telestone said in a written reply to
Sharesleuth’s questions. “This is not as quick a process as we would like to
see as it adds several months to the actual payment of the invoice. Though we
invoice the local offices quickly and accordingly, by the time their
communication with corporate HQ is complete, several months have passed.”

CHINA MOBILE

China Mobile – Telestone’s biggest customer over the past
two years – said in its annual report with the SEC that it had no accounts
payable extending beyond 12 months, or 365 days. China Mobile provided $32.6
million of Telestone’s revenue last year and $16.7 million in 2008.

China Mobile said that more than three-quarters of its
payables to suppliers and other parties were due within one month, and that
more than 90 percent were due within three months.

The company also said this: “All of the accounts payable are
expected to be settled within one year or are repayable on demand.” Thus,
China Mobile’s filing suggests that Telestone already should have been paid for
much of its 2009 work and all of the 2008 work.

China Mobile has billions of dollars of cash on its balance
sheet, indicating that the ability to pay suppliers is not a problem.

Sharesleuth sent China Mobile a list of questions about its
accounts payable and Telestone’s accounts receivable. Although the company’s
investor relations manager responded to our email, he did not answer the
questions.

CHINA UNICOM

Telestone got almost as much revenue from China Unicom in
the past two years as it did from China Mobile.

Together, the wireless companies accounted for roughly 90
percent of Telestone’s sales for that period.According to Telestone, China Unicom accounted for $32.7
million of its revenue in 2009, and $15 million in 2008.

China Unicom said in its annual filing with the SEC that
roughly 87 percent of its accounts payable at the end of 2009 were due within
six months, and that an additional 4.5 percent were due in six months to a
year. It said the remaining 8.5 percent were due in more than a year.

The filing showed that those percentages were little changed
from the previous year, indicating that even as China Unicom grew, the time
horizons for its payments to contractors, equipment suppliers and
telecommunications product vendors did not slip.

China Unicom did not respond to a list of questions
submitted by Sharesleuth.

Neither China Unicom nor China Mobile reported any
delinquencies in their accounts payables.

NEW  EXECUTIVES

Telestone has made three key executive appoints in recent
months. The company announced on May 12 that it had appointed Xiaoli Yu as its
new chief financial officer. She replaced Hong Li, who the company said stepped
down for personal reasons.

In the same press release, Telestone announced that
Vicente Liu had joined the company as vice president of finance. The company
said he previously worked for Oppenheimer & Co.’s investment banking
division and was China representative for Cowen & Co.’s Asian investment
banking unit.

Telestone said at the start of June that Guobin Pan, a
10-year company veteran, had been promoted to president. Daqing Han, chairman
and chief executive, noted that Pan’s extensive relationships with Chinese
wireless carriers and his management oversight and marketing efforts
contributed significantly to Telestone’s revenue growth over the past year. 

SEC filings show that Telestone had $10 million in cash at
the end of the first quarter, down from $11.2 at the start of the year. The
company had $5.85 million in debt, more than half of which was secured by
receivables, and has noted that it could tap additional credit if necessary.

Telestone filed a shelf registration in March covering the
potential sale of as much as $150 million in new stock or other securities.

FIRST U.S. NETWORK DEAL

Telestone announced Monday that it had received its first
local access network contract in the United States, for a wireless
communications system at a Houston hospital. It said in a press release that
the project would be worth $2 million and would be completed by the end of the
year.

But the head of Teleston’s American partner told Sharesleuth
that some information in the release might have been lost in translation.

The initial
phase of the contract – the only part that has been formally approved — is
worth roughly $200,000 in equipment sales for Telestone, said David Ballard,
owner of Quell corp., which specializes in cellular coverage systems for
hospitals, government buildings and other properties.

That first phase should be finished by the end of December,
Ballard said. The additional phases of the project would bring Telestone the
remaining $1.8 million in sales, but that work will not materialize until next
year, he said.

A RIVAL’S RECEIVABLES

Telestone is not alone in having large receivables balances
with China Mobile, China Unicom and China Telecom.

China GrenTech Corp. (Nasdaq: GRRF), one of Telestone’s
competitors in the Chinese wireless communications market, said in its latest
annual filing
with the SEC that it also had a large backlog of outstanding
bills with those three companies and their local affiliates.

China GrenTech had $234.8 million in revenue last year, up
more than 60 percent from the previous year. The company said it had $197.8
million in gross receivables and $130.7 million in net receivables. It noted
that it typically sells some of its receivables to Chinese banks to help
maintain its cash flow.

China GrenTech said its receivables turnover was averaging
292 days at the end of 2009, down from 469 days at the end of 2008. The company
said $113.4 million of its gross receivables had been outstanding for less than
a year. It said $34 million had been outstanding for one to two years, $34.7
million had been outstanding for two to three years, and $15.7 million had been
outstanding for more than three years.

The company said $91 million of its receivables had come due
under the terms of its contracts with customers, but had remained unpaid.

Unlike Telestone, China GrenTech’s stock has lost ground
over the past year, and is currently trading for a little over $2 a share.

Another of Telestone’s competitors, Comba Telecom Systems
Holdings Ltd.
(Pink Sheets: COBJF.PK), said its accounts receivable turnover
was 139 days at the end of last year, compared with 171 days at the end of
2008.

Telestone attributed the varying collection periods to
differing business models. 

“We have a longer accounts receivable turnover period than
our main competitors due to our revenue generated from a higher mix of system
integration products,” said Wanchang “Winnie” Hong, an assistant to
Telestone’s chief financial officer, in an email response to our questions. “Our
main competitors are more focused on equipment sales, which tend to have
shorter receivable turnover periods.”

TELESTONE’S
REVENUE MIX

Telestone’s revenue for 2009 consisted of $30.2 million in
equipment sales and $41.7 million from service agreements, primarily the creation of local area networks in office buildings to provide wireless access for computers, cell phones and PDAs. Its $71.9 million in
total sales was more than double the $35.3 million it reported for 2008.

Telestone’s net income — $12.5 million – was up 78 percent
from the previous year.

The company’s annual filing with the SEC showed that its
receivables at Dec. 31 were up nearly 50 percent from the end of 2008, when the
balance was $62.1 million.

Telestone noted in its earnings release for 2009 that it had
made progress on the accounts receivable front, cutting its days sales
outstanding to 358 days, from 553 days at the end of 2008. However, its average
for the first quarter of 2010 represented a sharp reversal.

Telestone’s gross receivables at the end of last year did
not include $6.17 million in allowances for doubtful accounts – a figure that
was up slightly from $5.78 million in allowances at the end of 2008.

In an investor presentation in February, Telestone provided
a snapshot of one of its contracts, a wireless communications system for an
office building in China’s Anhui province. It broke down the payment terms as
follows: 10 percent at the start of the contract, 60 percent at six months, 20
percent at nine months and 10 percent at 24 months, which marks the end of the
company’s warranty period.

That summary suggests that Telestone should receive at least
70 percent of the revenue owed under such contracts within six months, and
should have 90 percent of the total within nine months.

Telestone said in its annual SEC filing that most of its
receivables had a credit period of six to nine months. It added that roughlly 10
percent of the value of each service contract is not payable until the 24-month
warranty period expires.

QUARTERLY
FLUCTUATIONS

Although Telestone had just $11.1 million in revenue for the
first quarter, it nevertheless told investors to expect more than $129 million
in revenue for all of 2010. SEC filings show that for the past three years,
Telestone has booked roughly half of its annual revenue in the final quarter of
each year.

SEC filings show that the company reported $38.9 million in
revenue for the first nine months of 2009, and finished the year with $71.9
million. Similarly, it had $20.9 million in revenue through the first three quarters
of 2008, and ended that year with $35.3 million.