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The Securities and Exchange Commission prohibits companies going public from disclosing material information not on a prospectus from the time an underwriter is hired until 25 days after the stock starts trading.
Although its definition and intent continue to be hotly debated, this so-called "quiet period" in effect keeps company executives from speaking to the press at all.
After 25 days, though, they're fair game.
Here's an edited transcript of our Q&A with one company that recently went public.
Company eBay We Talked To Meg Whitman , CEO IPO Date September 24 Offering Price $18 Stock High 64 5/16 Stock Low 25 1/4
Last Update: 4:46 PM ET Oct 26, 1998
Profile: San Jose, Calif.-based eBay (EBAY) operates a person-to-person auction service on the Internet that allows users to buy and sell goods with each other
Notable: eBay sold 3.5 million shares in an IPO headed by Goldman Sachs. The stock took off, closing its first day of trading at 47 3/8.
The company has received strong recommendations from all of the analysts working at the investment banks handling the offering. Goldman Sachs analysts Rakesh Sood and Michael Parekh, for instance, put eBay on the brokerage's recommended list, saying that "eBay's unique and scaleable business model best exploits the characteristics of the Internet medium, while its financial model provides a predictable revenue stream and high margins."
The company even received an unusual thumbs-up from Mary Meeker, the high-profile Internet analyst at Morgan Stanley Dean Witter, which was not in on the IPO. On the day eBay came public, Meeker issued a bullish research report on the stock.
And DLJ Internet analyst Jamie Kiggen this week started coverage of eBay at a "buy," setting an $100 12-month target price for the stock.
* * *
What were the feelings going through your head on the day of the IPO?
Whitman: We were obviously very excited because we thought that the road show had gone well. That morning, we got up and went down to, first, Nasdaq and that was fun to see the entire Nasdaq operations, which I had never seen before. And then we went over to Goldman to watch the stock open, and it was exciting. It was just incredible to see the activity on the trading floor and it was exciting when eBay came across that ticker.
One of the interesting things that happened just prior to your IPO was that Onsale and Yahoo announced a new competing person-to-person auction service which is free for their users. I'm just curious -- what did you think of the timing of their announcement and why do you think you'll be able to maintain the fees you do charge?
Whitman: First on the timing of the announcement, I think they thought it would be an effective time to launch their service given the press that the eBay IPO was likely to receive. And you know what, the Internet space is very competitive, and they're competing the best they know how. So I don't think we were entirely surprised. The good news is, we had an incredibly successful IPO.
In terms of price, I think there's a couple of important things to remember. That sellers are attracted to places where two things occur. And first is they want to have a very good chance of selling their item. And on eBay, 60 percent of all auctions result in a sale, and in fact, 75 percent of all items that are listed for the first time actually sell ... Even if a site is free, if the item doesn't sell, the seller has wasted a lot of time and effort to put that item up for sale. So the thing to look at is, on all the different sites -- ours and the competitors -- is what is what we call the conversion rate, that percentage of items that actually sell. And right now, eBay by far and away has the highest conversion rate.
Part of that is due to an issue of numbers. Your site has attracted by far the largest audience in this space. But Yahoo and Excite have resources and a pretty impressive reach. Don't you fear if they really wanted to get in this space and compete that they could?
Whitman: Well, I think they're both competing pretty vigorously right now. Excite and Onsale Exchange -- when Onsale Exchange started a year ago, they started with a free site, and Excite is still free and neither of those two were able to really make headway. I think one of the reasons that Onsale Exchange decided to partner with Yahoo! is that they had been facing some difficulties on their own.
Our point of view is that free is not necessarily the entire answer. Because in addition to conversion rate, sellers want to get highest price for their items. Because we have the largest number of buyers, sellers tell us they get really good prices on eBay today.
I think the other thing to think about in free, is it doesn't encourage buyers and sellers to take the transaction seriously. In a free environment, you see a higher level of transactions that are not consummated because sometimes free is too easy.
Then lastly, free encourages sellers to list anything. There's no barrier at all. The average quality of items on the site also tend to be lower when it's entirely free.
Now you guys also were free for a while ... and then started charging. Do you sense that because of these issues that the other sites will eventually see a need or desire to charge?
Whitman: Do I think they will ultimately start charging? I don't know. Maybe.
I was just wondering whether that would be the progression because in most cases, prices tend to come down as competition increases and gets more vigorous. I was just wondering if this model is something you consider different than other retail models.
Whitman: In this model, there are things that matter more than free. The actual fees that eBay charges they're very small, both from a listing fee as well as a final value fee, certainly versus regular auction houses. The main two things that sellers are interested in -- did their item sell and did they get the highest price they possible could have for the item. I think those are the things that they care about and if they get those two things and have to pay a small price to do it, they're happy to, relative to not getting those two things and have it be free.
Your model is very attractive as far as margins are concerned, and you've been profitable for a long time, but now you are projected by the analysts to fall into the red for a couple of quarters as you try to gain market share and spend some money in the advertising space. What kind of initiatives do you have planned to get your name out there?
Whitman: They fall into three categories. The first initiatives is to continue to do Internet marketing partnerships with folks like AOL, HotBot, Xoom, a whole host of Internet sites.
We are also going to continue our traditional marketing efforts in print. You may know in August we launched a print ad campaign targeted to the special interest and collector segment. So we launched 14 different ads in about 90 different publications, and that will continue through the remainder of this year and into next.
Two days ago, we launched a mass-market radio campaign... that will run through the end of the year. And then also starting November 1, we will launch a mass market print campaign in publications like People, Time, Sports Illustrated, Newsweek and Entertainment Weekly.
When investors see that 'Oh my God, they're not profitable any longer," even if analysts put out those expectations, is that going to be a concern or do you hope to not post any losses?
Whitman: I think in this space, the investors are interested in top-line growth and the long-term prospects of the business. So, I think they're more interested in, 'Are you gaining market share? Are you doing the right long-term things for the business?' as opposed to the quarterly earnings target, but as far as forecasting what we're going to do, I can't really do that right this moment.
You're releasing third-quarter earnings next week?
Whitman: On Tuesday.
Auction Universe, another competitor and Times Mirror subsidiary, has partnered with newspapers to offer the auction service as an adjunct to classifieds. One of the benefits that that model seems to bring is that some items can only really sell if the both the buyers and sellers are in close to geographical proximity, such as cars. When you get to that point, how do you handle that problem?
Whitman: You're right that today, most transactions are small, shippable items. I saw in one of your earlier articles that the average selling price is $40 and that's correct.
However there are today a percentage of items, like antique cars -- in fact, there's three or four on the site today -- or artwork, which might require personal inspection. And today we leave that up to the users to work that out if they need to see the item. Ultimately, we will offer the capability to search regionally so that if you are looking for something in your area, perhaps a big-ticket item, you could search regionally and then figure out with the other party how to look at that item.
Do you think that your user base will be large enough to make that a feasible service or are you going to have to pursue a more focused or local strategy?
Whitman: I don't know the answer to that. I think it will be probably a combination of those two things. That our user base is obviously growing exponentially and that we will look at some kind of regional expansion possibilities as well.
Are you confident in the accuracy of your rating system? When I was checking out the service, it seemed like there were just a lot of very positive comments, to the point where something seemed amiss. How do you ensure that that system is relevant?
Whitman: Our feedback forum is eBay-user generated. eBay does not write to the feedback, obviously. And I think one of the surprises early on was how positive the feedback was, because you and I only complain, right ...
But you have to remember that 99.9 percent of the transactions on eBay are completely without a problem, and eBay users like to leave positive feedback for each other, and I think that's why you see the vast majority of feedback as being positive.
The other thing to note is that eBay users with a high negative rating -- a net negative four -- are actually suspended, so you won't see those people because they're not actually allowed to use the eBay system anymore. And also people with substantial negative comments generally leave eBay because their ability to buy and sell is pretty limited. So in many ways it's a self-selection process ...
You mention that 99.9 percent of the transactions are completed without a problem. Yet I think there is a concern on people's part of what do they do if they send a check and nothing gets sent to them or the product is not what was described. There are issues of reliability that you don't get buying something from an established company like Amazon.com. What are you doing to ease people's concerns and how much of an issue do you think it is?
Whitman: First is, if there is a problem we encourage the buyer and the seller to work it out among themselves. And that works a tremendous amount of the time. In other words, if I get something that I don't think was as described, we often see that the buyer will send it back to the seller, the seller will give them their money back, and we will of course refund the fees to the seller ...
Secondarily, we encourage you to report any problems to the National Fraud Detection Center and then report it to us, and we will in fact suspend the person if as a user you go and do that. You should know that it's a incredibly small percentage of items that that actually happens -- only 27 out of every million transactions ends up with that kind of problem ...
And then we also encourage people to, particularly if they're trading in a high-ticket item, to keep their wits about them and to make sure they read the description carefully, call the seller or email the seller ahead of time and make sure they have an arrangement that they feel comfortable with.
In the prospectus, it mentioned a couple of issues with state attorneys general looking into the process of either should this be regulated as a typical auction and also the possibility of complaints that you don't make it clear that you're not guaranteeing the transactions. Where do those issues stand?
Whitman: The New York attorney general issue, which was the issue of whether it was clear that this was a person-to-person auction site, we have not heard from them. We responded to their complaints, and we do not anticipate that that's going to be an issue going forward. I think they completely understood and the issue certainly seems to be on hold from our point of view.
In terms of whether or not we have to register as an auction house, this has been fairly well-researched, and I think we are in very good footing that we are not an auction site, that we simply facilitate transactions between buyers and sellers, and therefore do not need to be registered as an auction site because we never take titles to the goods.
Another thing I noticed on the balance sheet, the account receivables seemed kind of high. What's the reason for that and is that something you expect to decrease?
Whitman: Well our days sales outstanding is basically 30 to 45 days. We expect that that will stay roughly that same way. Most of our sellers have credit cards filed on eBay and we charge their credit card at the end of every month. So I think that is about what we would expect ...
Will you ever make it mandatory that they need a credit card on file?
Whitman: I doubt we will ever make it mandatory. We want to make selling on eBay available to everyone. And there is a percentage of people who don't have a credit card or don't feel that they want to put it on file with an Internet company. |