中国高速频道(三高)

中国高速频道猎杀记中国高速频道猎杀记 夏草整理 中国高速传媒 CCME 实际运营的公司为福建分众传媒有限公司 成立于 2003 年 主要业务是利用城 际巴士车载电视做媒体广告 是目前中国最大的巴士车载电视媒体 覆盖全国 35 座一级城市 辐射 316 座 二 三级城市 4000 多条客运主干线 近 23000 辆城际巴士 机场巴士 旅游巴士车载电视独家广告经营权 2010 年 6 月 3 日 中国高速传媒股票转板至纳斯达克全球精选市场交易 这家公司一直是多空争辩的焦点 空方在该公司这家公司一直是多空争辩的焦点 空方在该公司 20102010 年年 Q2Q2 出来之后对其业绩提出十大疑点 出来之后对其业绩提出十大疑点 10 redflags of CCME 1 Why did insider sell the stock at 9 two weeks before the stock running up to 22 Are the insiders so stupid and a poor market timer 2 Where is the share buyback that was announced 3 Where is the dividend 4 Why did CCME have exceptionally low interest income ratio while VISN the opposite among the four competitors Here is the Interest Income Ending Cash Balance ratio in percentage for Q2 FMCN 分众传媒 0 19 AMCN 航美传媒 0 20 VISN 华视传媒 0 83 CCME 中国高速频道 0 06 Notes 1 These were for Q2 2010 2 The denominator was Ending Cash Balance 5 Why does CCME has extremely high margin relative to its competitors In Q2 2010 CCME reported a margin of 79 while its competitors reported low or negative margin VISN was 23 and AMCN was 10 Again are they all in China CCME must have some magic power to achieve that 6 How can CCME generate 3 4x revenue per LCD than its competitors CCME has roughly 55 60k displays VISN has like 120k LCDs In Q2 2010 VISN s total revenue was 31 million and CCME generated 53 million from much less LCDs Each CCME s LCD generated 3 4x more revenue than that of VISN How can CCME do this 7 Why CCME selling expense is so low CCME selling expense is 3 of revenue However its competitors are much higher FMCN 38 VISN 22 You have to believe that CCME is operating in completely different market from FMCN or VISN s These costs have to rise if the number is even being correctly reported Seems to be too low Are you forgetting what happened to AMCN Go back and review AMCN which too started out strong but the concession fees rose quickly to 73 of revenue 8 How can CCME increase its revenue by more than 20 fold while sales force remain almost flat http www sec gov Archives edgar data 1 According to SEC form DEFM14a 2009 10 05 page 118 151 CCME s revenue grew more than 20 fold from 2006 to 2009 while its sales force almost remained flat CCME reported revenues of 4 million 26 million 63 million and 95 million for year 2006 2007 2008 and 2009 correspondingly The reported people in sale force for 2006 2007 2008 and 2009 are 58 76 63 note 1 and 63 corespondingly 2006 2007 2008 2009 REVENUE MILLION 4 26 63 95 SALE FORCE 58 p151 76 p151 63 p148 63 p118 In year 2007 2008 and 2009 CCME experienced amazing revenue growth of 600 142 and 50 correspondingly However its sale force has not changed significantly over this period Moreover In 2008 its sale force even dropped from to 63 from 76 of 2007 Note 1 63 in 2009 is the reported number on June 2009 2008 number is a approximation based on the statement There were no significant difference in the size of the sales force for the six months ended June 30 2009 and 2008 on page 148 of form DEFM14a 9 Why did CCME list the likes of VISN AMCN FMCN as its competitors while none of these other companies has listed CCME as a competitor Note that VISN AMCN and FMCN have listed each other as competitors Check their 10 Ks Were FMCN VISN AMCN just too blindsided to see a formidable emerging competitor on the horizon Or Was it something else 10 Why are so many shares sold short There is high short interests in RINO whose story is still unfolded The shorts are not so dumb and stupid after all 但多方称这些质疑是没有依据的 但多方称这些质疑是没有依据的 1 Starr International 向 CCME 注资 40M 美元 雇佣第三方机构尼尔森做了半年的 DD 2 四大审计 德勒的水平还是毋庸置疑的 3 华尔街投行 GLOBAL HUNTER SECURITY 和 NORTHLAND SECURITY 来华做过做过长时间的 DD 3 4 个月 并给出买入评级 4 Zack s investment 把 ccme 列为 2011 1 pick 5 福布斯中国说中国高速频道是最有潜力中小企业 6 中国高速频道最新聘请的 PR 公司是 Fleishman Hillard 世界第二大 7 Jacky Lam CFO 用自己的钱购入 100K 股票 如果 ccme 真的是 fraud 那么意味着 1 Deloitte 可以在中国关门了 因为他们连这么简单的帐都查不清 2 Starr 全都是傻瓜 投资 ccme 一年多了也没发现投了个骗子公司 而且可以随时查帐 3 CFO 要上法庭 因为他花了 150 万假冒 insider buy 4 CTR 的报告从此再也没人信了 5 Global Hunter 几个月的实地调研比不过两三个空头的 google search 调研 但进入 2011 年 2 月份 CCME 财务质疑进入高峰 且跌宕起伏 峰回路转 荡气回肠 最终德勤退出审计 并称 CCME 审计 受限 财报不实 同时 CCME 的 CFO 以及重要投资方派出的执行董事也辞职 CCME 盘中被纳斯达克停牌 空方取得完胜 第一幕 第一幕 2 2 月月 1 1 日 美国调查机构日 美国调查机构 CitronCitron ResearchResearch 率先开炮 率先开炮 文章认为 中国高速频道的管理层称 在过去的 4 年里 与同在美国上市的其他中国媒体公司相比 该公司拥有更高的增 长速度和更大的现金流 尽管在基础广告位获得和建造方面的投入比同行少很多 但是中国高速频道仍然将今年的预期利 润 从 200 万美元提高到 8500 万美元 营收则为 2 亿 根据该公司的财报显示 在过去的 8 个财季里 扣除资本支出和现 金收购后 该公司总共产生了 9500 万美元的现金流 如果这个属实 这公司的投资回报率将是全世界最高的 而且 这公 司绝对是中国媒体市场的领头羊 盈利能力甚至压倒了巨头分众传媒 虽然中国高速频道的规模和历史都远远不如分众传 媒 这里只有一个问题 在中国几乎没人听过这个公司 如果这家公司在美国经营 如此低调 股价早跌到深谷中了 对做空者来说 剩余的问题就是 怎么证明这公司有问题 文章称 中国公共交通的广告模式已经非常简单而且清晰 可以根据中国高速频道自身公开以及百度 BIDU 108 63 0 00 谷歌 GOOG 600 36 0 00 搜索的信息 进行对照 推测 根据对比 作者提出的疑问是 为什么中国高速频道每个屏幕产生的收入可以比对手高 3 5 倍 中国高速频道大约有 5 5 万到 6 万块屏幕 而华视传媒 VISN 4 35 0 00 则有大约 12 万块 在 2010 年 Q2 华视传媒的营收为 3100 万美元 而中国高速频道则高达 5300 万美元 要知道 华视传媒的屏幕是在北京等核心城市里的公交车上 而中国高速频道主要是 在城内 2 3 级市场的 BUS 上 另外 作者也对中国高速频道的 政府合作 提出疑问 该公司曾宣传已成为中国交通部下属企业的 独家战略合作伙伴 但事实上 它只是和一家视频中心 TTAVC 的公司合作 而非与政府独家 但即使和政府下属的企业独家合作 也不可能 获得各地方 BUS 的广告经营的优先权 作者甚至认为 中国高速频道的名字本身 也很怪异 为了让这个故事更具迷惑性 或者说让 CCME 在外人心中更具 口 碑 我们想指出一些非常古怪的事情 在中国 中国高速频道这个名号下实际运营的公司为福建分众传媒有限公司 福 建是他们所位于的省份 分众传媒是中国最大最有声誉的广告公司 这就好比有人在纽约开了一家软件公司 取名为 纽 约微软 这看起来并不像个希望建立自己品牌的公司所为 更像是用欺诈代替品牌建立 为了准备这篇报告 Citron 无意中发现了更多表明中国高速频道构成欺诈的信息 这些信息包括但并不局限于国家工商管 理总局文件 信用评级机构文件 假造的荣誉称号 业内人士的表态 及更多超出这个公司实际情况的财务分析 本文是 用一些简单常识去了解 CCME 并没有他们报告给投资者的规模 但是如果你相信这家公司运营情况被真实反映 或者接近他 们披露的数字 那么你一定要去墨西哥快餐店叫上一份法国菲列牛排 nasdaqccme 第二幕 第二幕 2 2 月月 4 4 日 日 MuddyMuddy WatersWaters 撰文质疑中国高速频道撰文质疑中国高速频道 成功猎杀过绿诺科技的 Muddy Waters 也发表指责中国高速频道故意制造营收和利润虚高假象 以便管理层大幅获利 并在 高位抛售 报告认为虽然中国高速频道公布其 2009 年营收数据为 9590 万美元 Muddy Waters 估计其 2009 年真实营收仅为 1700 万美 元 CCME 称其主要业务是利用城际巴士车载电视做媒体广告 Muddy Waters 称 CCME 实际拥有的广告权的车载巴士少于其公布 数量 27200 的一半 Muddy Waters 在报告中称 我们认为 CCME 拥有广告权的巴士中有超过一半并不播放 CCME 提供的内 容 相反 司机通常播放乘客提供的 DVD 内容 除此之外 Muddy Waters 指责 CCME 管理层欺诈 称 CCME 已经建起一个在线购物平台 并与苹果 AAPL 339 30 2 61 公司或苹果的经销商有签订一份合作协议 Muddy Waters 称 苹果已向我们证实 其与 CCME 并未达成任何合作关系 不仅如此 苹果对中国地区经销商管理极为 严格 目前在中国仅有两家授权经销商 并且没有再分销许可 http www muddywatersresearch c ting coverage ccme 第三幕 第三幕 2 2 月月 7 7 日 日 中国高速频道反击质疑中国高速频道反击质疑 ToTo OurOur ShareholdersShareholders andand Friends Friends During the week ofChinese New Year CCME s stock was the subject of an attack by short sellersthat caused volatile swings in its stock price Management and CCME s Board ofDirectors are keenly aware of their responsibility to protect our investorsfrom these reckless and baseless attacks and accordingly the Company s boardhas authorized the engagement of outside counsel and other consultants toadvise it with regard to appropriate countermeasures To allay theconcerns of those shareholders who have read the blog posts of the shortsellers and wondered if there is any basis to their statements management hasprovided below a preliminary review of the factual inaccuracies and misleadinginnuendo employed by these bloggers for their self benefit TheThe ResearchReports ResearchReports On January 31 2011 CitronResearch published a report entitled The China Reverse Merger stock that is Too Good to be True On February 1 2011 Bronte Capital issued China MediaExpress the Wall Street DramaContinues On February 3 2011 Muddy Waters said that it was initiating research with a strong sell recommendation Each of these reports makes certainallegations about China MediaExpress s reported financial statements andoperating data although none of the authors of these reports even attemptedto speak with management of CCME or to our knowledge performed any meaningfuldue diligence on the Company or sought to develop a rigorous financial model ofits business in the manner any Wall Street research analyst would We haveevery reason to believe that each of these researchers is actually a shortseller and each stands to make money at the expense of our stockholders when they succeed in driving down the price of our stock This conflict ofinterest gives rise to understandable doubts about their motivation andintentions and of course the objectivity and legitimacy of their reports The manner in whichthe short sellers seem to have timed and coordinated their 2 efforts plays into their ultimate strategy By usingthe anonymity of the internet and publicizing as many unfounded allegations asthey can craft they can make it look as if there is a ground swell ofcriticism against the Company when in reality all the claims emerge from asmall group of self interested parties Their ultimate plan is not acomplicated one As long as they can drive down the stock price when the U S markets are open even if there is aholiday in China and then cover their short positioncheaply and quickly they have accomplished their goal It does not take longfor them to make a profit at the expense of the company and other shareholders particularly if allegations are made while businesses in China are closed The Company willactively resist the efforts of these short sellers First and foremost THECOMPANYTHECOMPANY CATEGORICALLYCATEGORICALLY DENIESDENIES THETHE ALLEGATIONSALLEGATIONS MADEMADE ININ THESETHESE PUBLICATIONS PUBLICATIONS Weaddress below the most significant claims made in these materials all ofwhich contain large factual errors To the extent it is necessary we willprovide a more comprehensive response at the appropriate time We also note thatthe attacks are continuing and we fully expect to continue to have to takeappropriate countermeasures ImportantExamplesImportantExamples ofof thethe Bloggers Bloggers FactualFactual InaccuraciesInaccuracies andand MisleadingMisleading TacticsTactics ALLEGATIONALLEGATION The Company is a fraud and reportedrevenue is exaggerated by tens of millions of dollars FACTFACT The Company is strong and doing well Itsrevenues and cash position have been audited by reputable and well knownauditors who have confirmed both ALLEGATIONALLEGATION The media kit obtained from CCME s salespersonnel indicates that CCME has less than half of the buses under contractcompared to CCME representations FACTFACT As of today the Company currently has27 200 buses under contract and in addition to our regular monthly independentaudit and verification by CTR Market Research which we perform for thebenefit of our agents and customers we will engage a professional thirdparty to verify that fact Although Muddy Waters claims to base its attack onour own advertising kit and has appended to its report some spread sheetsthat Muddy Waters claims to come from our kit that simply is not the case Thespread sheets on which Muddy Waters purports to rely a do not look like ours b are not in the same format as ours c appear to have been authored by 3 an individual unknown to us based on a review of thepdf document s properties section the name of the author does not appear to bea name of any of our Chinese staff and most importantly d do not have thesame information as the spread sheets that are included in our advertising kit We obviously do not know where Muddy Waters sourced this information but whatwe do know is that contrary to what Muddy Waters said in its report theinformation is not the same as our advertising kit The spread sheetslinked to the Muddy Waters report clearly have significant discrepancies fromthe Company s actual advertising kit as the following charts indicate Muddy Waters spreadsheet Spread sheet fromthe Company s official advertising kit showing some of the same buses withscreen counts and entirely different sequencing Moreover thenumbers reported by Muddy Waters are entirely different from those appearing inour advertising kit We have tried to figure out how and why Muddy Waters couldhave gotten it so wrong but of course we do not know what they did We havesome theories but the reality is that it is wrong dramatically so 4 ALLEGATIONALLEGATION Fewer than half of the buses in CCME s networkactually show CCME content FACTFACT This claim relies entirely on anecdotalevidence Under our contracts bus operators are not allowed to remove ourplayers and display content not provided by our company Our media playersoperate on a hard drive based system that is locked We have tailor made ourmedia players with a patent so that it is nearly impossible to play contentother than that which we supply The content on the media players can only beupdated by CCME operators and is typically updated on our contracted busestwice a month Drivers are not able to switch off the LCD screens during thetrip In fact the system automatically loads and plays the content when thebus engine starts and automatically shuts down when the bus engine is turnedoff ALLEGATIONALLEGATION CTR research reports are inaccurate andmanipulated by CCME s management FACTFACT CTR is an independent and very reputableresearch provider Among other things CTR used a questionnaire survey togather basic data from bus companies and the AV Center under the Ministry ofCommunication Through the questionnaire CTR is able to quantify the number ofcontracted vehicles LCD screens and monthly sum of passengers It alsoobtained statistical data of advertising in inter city buses LCD screens harddisk playback mode and monthly sum of passengers in the whole of China All of this data is provided by thirdparties the bus operators and the AV Center under the Ministry ofCommunication not the Company ALLEGATIONALLEGATION CCME s relationship with its largest busoperator does not exist and CCME has misstated the number of buses it contractswith Beijing A er sha Passenger Transaction Co Ltd Alsa and Beijing XiangLong A er sha Passenger Transportation Co Ltd Xiang Long Alsa FACTFACT The largest operator in CTR s 2008report Shanghai Bus Industrial Group Co Ltd contracted with us in 2008 and now for 1 892 buses We obviously cannot comment on why Muddy Waterswould report otherwise other than as mentioned above regarding the unknownnature of their official advertiser kit but the contract does in fact exist and they are listed in our current advertiser kit 5 From the Muddy Waters report From our officialadvertiser kit only the first three buses out of the 1 892 total are shown inthe excerpt Muddy Waters allegesthat it contacted representatives of Alsa and Xiang Long Alsa to find out thatthey only have 20 buses and 60 buses respectively Muddy Waters providesscreen shots of these two companies websites to support this allegation Because of the scale of CCME s operations we often enter into a contract witha bus operator on behalf of itself and other bus operators Of course Alsa orXiang Long Alsa would not misrepresent to the public that they operate morebuses than they do but neither would they include all the details of theirsubcontracting arrangements regarding advertising matters in their corporatewebsite This fact also explains Muddy Waters exaggerated concern over thenumber of operators we do business with it is simply the case that at as of December 31 2010 we hadsigned agreements with only 70 bus operators but that those operators hadsubcontracting arrangements with many others comprising the CCME network The extraordinarydeficiencies in Muddy Waters proof and analysis including presentinginformation for the wrong customer failing to investigate and report publiclyavailable information and failing to make follow up inquiries with CCME naturally casts doubt both on their capabilities and or their objectivity ALLEGATIONALLEGATION Apple does not have a deal with CCME sSwitow platform FACTFACT We signed a contract with Apple sauthorized distributor Eading Group in December 2010 We encourage you whenin China to buy an iPad from them ALLEGATIONALLEGATION CCME s Target Audience is Mainly a SubGreyhound Demographic FACTFACT Our target audience consists of membersof households with above average income in China CTR s independent research shows that theaverage household 6 income of our audience is about RMB 4 500 6 000 permonth This demographic is attractive to the advertisers with whom we havecontracted Some of the global companies that advertise on our platform are Lenovo China Mobile Siemens Toyota and Pepsi ALLEGATION ALLEGATION Our competitors and certain media buyersdo not know CCME FACTFACT The companies listed in the Muddy Watersreport are not in the same industry group as CCME FMCN focuses on thecommercial real estate retail outdoor billboard and Internet advertisingplatforms in China AMCN is in the airport and airplanesegment VISN and Bus Online are in the intra city bus segment We are themedia market leader in intercity and airport express buses in China and there are no comparable competitors either in size or experience ALLEGATIONALLEGATION The 2009 SAIC revenue does not match withour SEC reported financial results FACTFACT CCME s SAIC reports were prepared inaccordance with pertinent SAIC rules and policies Our consolidated financialresults reported in the Company s audited financial statements are prepared inaccordance with US GAAP ALLEGATIONALLEGATION CCME has misled investors regardinggovernment approval of its operations by calling it an exclusive license fromthe Ministry of Transport FACTFACT The bloggers are playing disingenuousword games However you want to translate the name of the approval the Companyhas lucrative agreements throughout China that are providing strong revenues for theCompany and its shareholders This allegation is an example of how far thebloggers will go to try to create the illusion that there is something wrongwith the Company CCME has been issued a tongzhi by the Transportion Television Audio Visual Center a department under the Ministry ofTransport which has binding effect on the bus operators We have made a copyof this approval available on our corporate website which includes therelevant TTAVC Seal red stamp What the bloggers don t say and can t say is that this approval is not lucrative important or enforceable or even thatthis approval does not give the Company the exclusive right to access andadvertise to the passengers on these buses The proof of the pudding is in theeating The Company has benefited grea