commonly known as "going public" -- is an exercise that ranks somewhere between winning the lottery and going over Niagara Falls in a barrel. Untold riches and untold risks may await the companies that decide to invite investors -- and the Securities and Exchange Commission -- into their lives.
Yet the desire to strike it rich never seems to go out of style, and so companies keep writing those SEC-required prospectuses in which they must give investors 50 reasons why their stock is risky and should be avoided. In spite of all the warnings, of course, people still invest, hoping someday to be in clover, rather than in the barrel.
Here are three Washington-area companies that recently have taken the "going public" route:
In the Build-a-Better-Mousetrap Department (Interior Paint Division), we have U.S. Color Corp. of Richmond, which markets a new line of vinyl acrylic trim and accent paint. The paint, selling for $7 and $8 a quart, is bottled in clear plastic containers so the color is visible. The container is shaped like a wine decanter so it can be easily gripped by a woman with a small hand. Yet it is wide enough for a small paint brush. In fact, the company says, it is aiming its product directly at women because they make most home-decorating decisions and often do the work.
U.S. Color is offering from 1.5 million to 2.5 million units at 20 cents per unit. Each unit will give the investor two shares of common stock (worth 10 cents each) and two warrants to purchase additional shares of stock, one at 18 cents, one at 60 cents. The underwriter is R. H. Stewart & Co. of Fort Lauderdale, Fla.
At the minimum level of stock sales, the company would raise $210,000 and at the maximum, $384,000 -- not a lot of money as public offerings go, but enough, officials said, to fund the company's efforts for a year. As is usual, the present shareholders -- officers and private investors -- will wind up owning much more stock for less money than the new investors. Depending on whether the minimum or maximum number of units are sold, the public will have invested between $300,000 and $500,000 for between 16.5 percent and 25 percent of the stock, while the present shareholders will have paid only about $195,000 for between 84 percent and 75.3 percent of the stock.
Since it began operations in September 1983, U.S. Color has shown cumulative losses of $230,000 and has yet to generate significant operating revenues. The firm is headed by R. Quigg Lawrence, 50, of Richmond, who has a background in marketing, advertising and broadcasting. He holds 2.7 million shares of the company, an 18 percent share of the stock before the offering.
Unlike a lot of companies that have gone public only to watch their stocks decline shortly afterwards, VM Software Inc. of Vienna has watched its shares, initially sold at $16 in late May, rise to the $20 range. VM Software, which has been in business for about four years, develops and markets software for users of IBM's widely known VM operating system.
At a time when the computer industry slump has affected so many companies, VM hopes its special market niche will shield it from the effects of the shakeout. The company has been growing rapidly, with revenues rising about 120 percent between 1983 and 1984 -- up from $5 million to $11 million. Profits, meanwhile, moved up from $911,000 to $1.8 million, a boost of 98 percent. Similarly, earnings were up from 29 cents to 52 cents, a 79 percent increase.
VM's prospectus suggested that while net revenues in the second quarter of 1985, which ended June 30, would be higher than 1984, net income might fall below, putting per share earnings below the 15 cents earned a year ago. The possible decline was attributed to a surge in earnings during 1984 because of the introduction of new products.
VM's stock issue failed to win endorsement from New Issues newsletter, which wrote, "Owing to the forthcoming quarterly earnings disappointment and the high price-earnings ratio, we are not recommending shares for purchase." The PE ratio, then about 30 has expanded to 39, as the price of the stock has moved up.
However, despite the pessimism expressed in the prospectus, a source close to the company said the second-quarter earnings figures are likely to be better, not worse, than last year.
VM's new issue, handled by Alex. Brown & Sons of Baltimore and Hambrecht & Quist of San Francisco, sold quickly, with about 1.6 million shares bringing in $9.7 million for the company after expenses. Going public brought profits for some officers and early investors.
New investors, according to the prospectus, were paying $16 and putting up 95.6 percent of the money for 14.9 percent of the stock while earlier investors paid an average of 13 cents a share, or 4.4 percent of the money, for 85.1 percent of the stock. VM Chairman Robert E. Cook, 43, who founded the company, sold 333,531 shares, earning about $4.9 million.
Almost 20 years after it was founded, Systems Technology Associates Inc. of Sterling, Va., recently went public at $2 a share. The company decided to sell stock at this time, said President Marvin S. Friedland, because the firm's business has changed and it needed additional capital to enhance its operations. The company, which sold about 1.4 million shares, realized $2.3 million after expenses.
Once a full-time government contractor, Systems Technology has become a commercial company. It makes electronic switching equipment for international telephone and telegraph operations. Since its inception, the company has installed about 180 systems in 85 countries and it forsees continued activity overseas -- especially in the building of earth stations.
STA, whose fiscal 1984 sales rose 54.5 percent to $2.3 million, and whose net income rose from $36,000 (2 cents a share) to $363,000 (19 cents), has not published 1985 figures yet. But sales, net earnings and earnings per share are expected to be up over 1984.
Friedland, who is 66, and helped found Systems Technology, held 36.17 percent of the stock before the offering, and now holds 22.2 percent. New investors, paying $2 a share, put up 59.5 percent of the cash for 38.6 percent of the company, while earlier shareholders, paying 86 cents a share, put up 40.5 percent of the funds for 61.4 percent of the company. Friedland, who said he is eligible to sell stock after 18 months, hasn't yet decided whether or not to do so.
Calvert Securities, which sponsors the Washington Area Growth Fund (WAG), has lined up about 35 brokerage firms to sell its new fund. Johnston Lemon & Co., has lined up about 20 firms to handle sales for its competing Growth Fund of Washington.
As of last week, the WAG fund had $1.5 million, which includes the $1 million in start-up money that was pumped in by Acacia Mutual Life Insurance Co., parent of Calvert Securities. The Johnston Lemon fund, awaiting final approval from the Securities and Exchange Commission, can't accept cash yet but can take "indications of interest" from investors. Thus far, it appears, "indications" have been brisk. Johnson Lemon officials plan to cap their fund temporarily at $25 million until they are able to invest the money.
Correction: The Washington Real Estate Investment Trust recently raised its dividend rate from $1.60 to $1.76. The new dividend was incorrectly reported in this column on June 24.