Part 2......................
SHORT OF ADS
For an industry that is centred on advertising, SI appears to be lacking in that regard, in spite of its claims to primacy in stock chat forums. For the year to Dec. 31, only $1 out of every $6 of SI's revenues came from the coveted ranks of ad revenues. A total of $479,410 came from subscriber user fees while a mere $78,681 in revenues resulted from ads in fiscal 1997. A visit to the SI site now indicates a bigger push towards advertising, with an ad-information link that boasts remarkable viewership demographics. Among the highlights: 62 per cent of SI users (as opposed to members) have an on-line trading account, 29 per cent are professionals, 80 per cent travel at least once a month, while the median income range is between $80,000 and $89,000.
go2net was established in February 1996 by Mr. Horowitz and John Keister - six months after SI's founding by the Dryer brothers.
In contrast to go2net's self-promotional hoopla, its balance sheet does not present the kind of financial picture that usually excites the market. In the year to Sept. 30, 1997 - the most recent full year of reporting - go2net posted revenues of $254,389 and a net loss of $1.7-million. In its first two years of operation, to March 31, 1998, go2net generated a total of $1.18-million in revenues.
Administration is go2net's biggest expense. At Sept. 30, 1997, the company boasted 26 full-time employees and 10 independent contractors. (By May 1998 it numbered 43 full-time employees.)
In an Aug. 14, 1998 Form 10-Q disclosure, the combined go2net-SI revenues for the nine months to June 1998 totalled $2.8-million (separated as $1.8-million for go2net and $1-million for SI). Net loss for the same period totalled $2.1-million (a loss of $2.4-million for go2net and income of $290,000 for SI).
As of June 30, 1998, go2net's accumulated deficit stood at $4.5-million and the company warns that further deficits can be expected. In its Aug. 14, 1998 filing, go2net states: "The company currently intends to increase substantially its operating expenses in order to, among other things, expand and improve its Internet operations, fund increased advertising and marketing efforts, expand and improve its Internet user support capabilities and develop new Internet technologies, applications and other products and services."
With around $10-million in cash remaining, go2net, like many startups, may be in a race against time to secure convincing market share and advertising revenues before its available capital runs dry.
It was against this backdrop that investors greeted go2net with rapture when it completed its IPO and listed on the Nasdaq SmallCap Market in April 1997 at a price of $8 a share (it switched to the Nasdaq National Market on Oct. 1, 1998). With an initial 1.6 million shares issued, plus 240,000 shares issued the next month, also at $8, the company took in around $12.8-million after offering costs.
From $8, the stock soared, apparently fuelled by the euphoric sentiment toward practically all Internet companies, peaking at $39 in April 1998 soon after the SI merger was announced. It has since retreated in line with a somewhat cooler Internet market and at $21 is capitalized at just over $124-million.
INTERESTS POOLED
Immediately following the share transfer, the former shareholders of SI would then hold 21.5 per cent of the issued and outstanding shares of go2net. SI and its three employees were to relocate into go2net's downtown Seattle offices. As part of the purchase agreement, the Dryers plus SI webmistress McKinney each signed three-year employment agreements with go2net. The agreements ensured these key personnel remained on board to serve the amalgamated company during and after the transition.
go2net's financial adviser on the SI merger was regional brokerage and investment banker Tucker Anthony Inc. of Boston. Tucker Anthony is a member of the New York Stock Exchange, the American Stock Exchange, and the NASD. The brokerage's brief was to deliver a "fairness opinion" regarding the terms of the proposed buyout.
According to Tucker Anthony, SI was fairly priced at $37-million even though it is a company with revenues of only around half a million dollars. "It is our opinion that the consideration to be paid by the company pursuant to the agreement is fair to the company's stockholders, from a financial point of view, as of the date hereof," the brokerage stated to the board in its April 22, 1998 opinion.
Based on the above valuation analysis, including historical trading prices plus a number of other yard sticks that indicated profitable "synergies", Tucker Anthony blessed the merger, and was remunerated $125,000 for its efforts.
Tucker Anthony's brief did not include interviewing management of the target firm - SI.
EXPERIENCE
go2net's three top officers are notably lacking in formal technical expertise and experience. Only one has a formal background in computer training. In addition, none of go2net's senior management has any experience in selling advertising on the Internet - or any other medium.
go2net's president Horowitz, 32, moved to Seattle after serving as investor relations officer with his family's company, the New York-based apparel supplier Active Apparel Group. (His uncle, George Horowitz, is Active's CEO.) Earlier, between 1992 and 1994, Mr. Horowitz was Active's chief financial officer. Active, with annual revenues of around $16-million, is listed on Nasdaq, where it trades at a little under $1.
Mr. Horowitz does not appear to have any formal computer training or experience working in the technology sector. In March 1996, Mr. Horowitz established Xanthus Capital, a Seattle-based merchant bank that focuses primarily on developing companies in "emerging growth industries or special situations." According to go2net's disclosures, Mr. Horowitz's formal education includes a bachelor of arts in economics from Columbia University's Columbia College, in 1988. Mr. Horowitz owns 1.62-million shares of go2net. A May 1998 disclosure statement indicated management owned at least 2.2 million shares of the company, which now has 5.9 million shares outstanding.
Cofounder John Keister, 31, go2net's chief operating officer since its establishment, has some technical experience. After graduating from Occidental College in 1989, Mr. Keister says he managed the European marketing operations for a White Plains, N.Y.-based export management company between 1992 and 1994. That year he made the leap to president, CEO and director of Seattle-based software developer ViewCom Technology International. Following that post he helped establish go2net in 1996.
go2net's chief technology officer, Paul Phillips, 25, has a technical background but not a great deal of experience. After graduating from the University of Southern California at San Diego in 1996 with a bachelor degree in computer science, he stepped in as go2net's vice-president of technology in July that year. Twelve months later he was named to his current post.
BIG-GUN RIVALS
Perhaps more worrying for those who back smaller players such as go2net is that they exist in a market dominated by some extremely large players with the resources to preserve and even extend their domination. Internet companies with which go2net compete include Microsoft, America Online, MGM Interactive, Compuserve, Prodigy, Netscape Communications, Time Warner, Yahoo!, Sportsline, Red Herring Direct, Wall Street Journal Online and Wired Ventures. A go2net filing indicates the company believes "many, if not all, of these corporations also offer a wider range of products and services" than its own.
On the other side are smaller start-ups that can launch websites from basement operations with very little capital. Raging Bull is one such example, which apparently came from nowhere to a stock-discussion player in around a year by word of mouth. (Raging Bull was established in September 1997 as a part-time hobby for three New Jersey college students; full-time operations began in June, when its traffic stood at a humble 100 unique visitors a day. Traffic now is a reported 15,000 unique visitors a day.)
Further, a competent computer programmer can custom build the heart of such a financial-information website - its discussion forum - in a week or two. Give it a design, add some news feeds and quotes, and the Internet's latest financial attraction is ready to roll out on the information superhighway. Another note of caution can be added about the Internet itself as a medium that must compete with more traditional advertising media. The Internet industry and its supporters say the medium should ultimately be able to secure between three and four per cent of the total U.S. ad revenue stream of $100-billion, or between $3-billion and $4-billion.
While that may prove true, many others say such figures will be difficult to maintain in a market that has so far disappointed those who believed people would easily take to shopping by mouse in virtual shopping malls. Consumers generally have proved resistant to consuming via the computer except for speciality items. Similarly, advertising on the Internet may be limited to such speciality items as sales of compact discs, rubber sunglasses, and (currently found on Yahoo!), an on-line auction of Courtney Love's guitar.
In a disclosure, go2net itself concedes the acceptance of the Internet among advertisers and advertising agencies is "highly uncertain." Many such organizations have interests in traditional advertising methods and have a built-in reluctance to even try the new medium, it adds.
Further, many Internet users quickly tire of the flashing advertising attractions of consumer-products companies hawking their wares on the computer screen. As a result, many Internet users instinctively block out these non-essential viewings.
In response, website hosts are becoming more and more creative in getting their ads onto computer screens. On Oct. 5, go2net announced a deal with Conducent Techologies, Inc. that will see the website host distribute familiar banner ads for placement within financial applications for PCs. Called "beyond the browser," the technology is said to be the first time ads will appear incorporated into Windows applications. Annoying ads will appear on a user's screen before, during and after the application is used. The user can then click on the banner to take him or her to the advertiser's website.
If all that is not enough to concern investors, consider that for the year to Sept. 30, 1997, around 31 per cent of go2net's revenues were generated from non-cash barter transactions. The irony here is that many of these barter transactions are ad swaps between competitors such as Yahoo!.
In a September report on U.S. Internet IPOs, the London-based Economist newsmagazine expresses scepticism about the trend in companies being launched without adequate preparation. The Economist recalls a Doonsbury cartoon in which an Internet entrepreneur explains to his astonished daughter that profitability is for wimps. "It means your business plan wasn't aggressive enough," he tells her.
The magazine sees more than a grain of truth in the man's irony. "A sound business model, strong market position, good management and a low cost of attracting and keeping customers might sound like the least that firms should offer potential investors," it comments. "But it is a tall order for most of the dozen or so other Internet start-ups preparing for an offering."
(c) Copyright 1998 Canjex Publishing Ltd. canada-stockwatch.com
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