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More on VultureSAmerica (VUSA): (or 'VultureSAnonyme'?)news.cnet.com Searching for Value America's lost value By Dawn Kawamoto Staff Writer, CNET News.com January 8, 2000, 3:30 p.m. PT special feature Only last spring, Value America appeared well on its way to becoming an IPO superstar. Funded by the likes of billionaire financier Paul Allen's Vulcan Ventures and Federal Express founder Frederick Smith, the online retail company saw its share price soar as high as $74.25 from its initial public offering of $23 on its first day of trading. Since then, it has dropped like a rock--yesterday, the shares were selling for a relatively paltry $5. So drastically has the stock fallen that Value America has become a poster child of 1999 public offerings that went awry, capturing the title of worst-performing Net IPO for last year, according to Thomson Financial Securities Data. Today, with a new chairman and a new chief executive, the company is in the Quote Snapshot VUSA 5.00 -0.44 Enter symbol: · Symbol Lookup More from CNET Investor Quotes delayed 20+ minutes midst of a drastic reorganization that may nearly halve its 600 employees. All this has left many wondering what happened to the value in Value America, whose fortunes can serve as case study in the difficulties of surviving the tumultuous seas of online commerce. In interviews with former employees, investors and other sources, one name emerges repeatedly: that of Craig Winn, the founder and former chairman of Value America, who ascended from the ashes of an earlier business that filed for reorganization under Chapter 11 bankruptcy laws in 1993. The 44-year-old Winn is described as a sharply dressed, dynamic visionary but a micro-manager whose interference frustrated the executives he hired to handle the daily operations of the company. "Even though he gave up the CEO title upon the IPO, he was in the office everyday and doing deals. It was impossible to get into a discussion or healthy debate with Craig," one executive said. "There are some people who win arguments based on the logic of the argument and some by the force of their personality. Craig won them with his personality." Winn, who maintains a seat on the board but resigned from any executive duties after a company restructuring announcement last month, rejects the micro-management criticism and says he relinquished his CEO responsibilities upon the closure of the IPO. "I wish I had micro-managed the company," said Winn, who still holds a 35 percent stake in Value America. "I privately advised the CEO on major decisions but did not assert myself." Former chief executive Tom Morgan, who resigned in November, offers a markedly different view. "I did not have full control of the company. You can't have two captains on the ship." Morgan was the second top executive to leave Value America last fall. The other was its chief financial officer, who resigned to take a job at a start-up. Company executives were not the only ones frustrated with Winn. Wall Street brokerages and investors said he was unwilling to share some company data with analysts to help them develop financial models for Value America. "We were concerned that the company was not getting their message out to the Street," said Hal Brown, vice president of private capital for Union Labor Life Insurance Company, which holds an 8.2 percent stake in Value America. "When a company hits or exceeds Wall Street's projection for sales each quarter, one would think Value America's stock would climb--but clearly that hasn't happened." Concern over core "focus" Although Winn said he gave up his responsibility for talking to Wall Street shortly after the IPO, he continued to give speeches at investment conferences and participated in the company's quarterly earnings conference calls for the first two quarters. "At some of these conferences, I thought he was getting off from the focus of the company's core strategy and not communicating enough about the company's business-to-business strategy," Brown said. Winn assembled a 250-page business plan that one investor described as the most comprehensive he had ever seen, but sources said it fell short on details in some key aspects of building the company. "The problems had escalated since the summer...He was someone who never met a deal he didn't like," one executive said of Winn, citing a particular agreement with Visa International. Under that deal, Value America members could get a discount of up to $100 on some purchases exceeding $200. But the company soon found that it could not adequately monitor the use of these "Value dollars" and, in some cases, customers were opening multiple accounts to make purchases or reselling their Value dollars to others, the executive said. Dispute over "loopholes" Winn said the company was in the midst of developing a fraud-detection system when loopholes were discovered in the discount program. "I found out the CEO knew about the loopholes and did nothing about them," he said. Former CEO Morgan denied that he was ever informed that the discount program had gone "live" and said he canceled it upon learning of the loopholes. Other executives and former employees questioned Winn's grandiose plans for the company--despite $97.9 million in losses posted for the first nine months ended September 30. At one time, according to a company executive, Winn discussed the idea of developing a corporate campus with a three-hole golf course and hiking trials. Along with cofounder and vice chairman Rex Scatena, Winn sought and received board approval to maintain a corporate jet, said one former employee, who added that Winn had sought upgrades to the plane. One portfolio manager who saw the company's presentation to prospective investors recalled that Winn--who named his Virginia estate Winndom--seemed pre-occupied with how much money he would be worth after the IPO. "It was embarrassing and a pretty major turn-off," said the portfolio manager, who opted out of investing in the company. Winn rejects such comments and says any benefit he stands to gain from the company's stock is good for investors as well.