Major Shareholder of DG FastChannel Announces Intent to Vote Against Proposed Merger With Enliven
August 21 2008 - 9:12AM
Marketwired
Costa Brava Partnership III L.P., a long-term shareholder of DG
FastChannel, Inc. (NASDAQ: DGIT), intends to vote against DG
FastChannel's proposed merger with Enliven Marketing Technologies
Corporation (NASDAQ: ENLV). In making this announcement, Costa
Brava first stresses that it thinks highly of DG FastChannel's
senior managers and has been satisfied with the Company's strategic
acquisitions since becoming a shareholder in the fall of 2006.
Costa Brava has been happy with DG FastChannel's performance.
Two years ago management promised to take advantage of the February
2009 deadline for FCC mandated implementation of digital
broadcasting. And they kept their promise. To date, the company's
strategic acquisitions have fueled growth, with management taking
advantage of operational synergies quickly and efficiently. The
company's operating income and cash generation over the past two
quarters are proof of management's success in this area.
Costa Brava's satisfaction with DG FastChannel and its prior
acquisitions does not flow to the Enliven transaction. "The
recently proposed Enliven transaction is not like prior strategic
acquisitions. Costa Brava will be voting our 973,000 shares against
the Enliven acquisition," commented Costa Brava's Seth Hamot.
DG FastChannel provides electronic delivery of advertisements,
syndicated programs and video news releases to traditional
broadcasters and other media throughout the nation. The company's
past acquisitions of Vivx, GTN, Pathfire, Point 360 and FastChannel
took advantage of "network effects" to bring greater benefits to
delivery of digital content. This is the strategy in which Costa
Brava invested.
Enliven is different. Enliven provides marketers with the tools
and consultation necessary for the creation of internet
advertising. The acquisition and integration of Enliven will have
no "network effects" and limited synergies because they don't do
what DG FastChannel does. Costa Brava believes the Enliven deal is
a dangerous detour from the deliberate growth initiatives the
company has implemented over the past few years. If the transaction
is consummated, the company would enter a new business and, in one
fell swoop, become a "content provider" in addition to a "content
deliverer."
And the price of this detour is dear. Enliven will cost the
company more than $100 million. What exactly will DG FastChannel
get for such an astronomical sum? To help answer this question, and
mindful of the lack of strategic synergies between the two
companies, a brief review of Enliven's performance is
warranted.
-- Enliven has a history of dismal and increasing operating losses, with
$12.078 million in operating losses over the last twelve months. The
pace of losses has accelerated over the last six months, increasing by
50% for the January through June period. In reviewing the quarters
since the first quarter of 2004, Costa Brava was able to identify only
one quarter when the company generated an operating profit. And that
profit was under $100,000.
-- Revenue and expenses resulting from the "search" segment of Enliven's
business have been removed from the table below. The "search" segment
of Enliven's business is governed by a contract with Yahoo which
terminates in early 2010. The number of downloads of the "viewpoint
toolbar" has been declining for the past several years, and the
revenue from the "search" segment is down sharply in 2008. Costa Brava
believes this "search" segment of Enliven's business has almost no
value except to generate the meager cash flow to sustain the
unprofitable advertising business.
-- Private company competitor Eyeblaster has maintained 90% margins as
their business has grown almost 250% over the past few years. The
tables below demonstrate that Enliven's performance, without including
the "search" segment, has been much less profitable, with much lower
margins.
Enliven's Business (other than the "search" segment)
(All amounts in thousands)
2006 2007 YTD 2008
Revenue $ 10,870 $ 12,649 $ 8,337
Cost of Revenues $ 6,521 $ 8,940 $ 5,242
Gross Profit $ 4,349 $ 3,709 $ 3,095
Gross Margin % 41% 29% 37%
Eyeblaster's Business
(All amounts in thousands)
2006 2007 YTD 2008
Revenue $ 18,829 $ 27,659 $ 44,737
Cost of Revenues $ 1,907 $ 2,700 $ 3,243
Gross Profit $ 16,922 $ 24,959 $ 41,494
Gross Margin % 90% 90% 93%
(Source: Eyeblaster, Inc. Form S-1/A filed with the SEC on
May 22, 2008.)
Noteworthy, though Eyeblaster is now ten times larger than Enliven, its
margins have always been about 90% -- even three years ago when
Eyeblaster had smaller, comparable revenues.
-- The balance sheet does not support a price of $100 million for Enliven.
Tangible book value is less than zero and cash and short term
investments total to less than $2 million. The latter number is down
from over $7 million at the end of last year. Losses since the business
was formed are $300 million, and there has been almost nothing of value
created for such a waste of capital.
-- The most recent 10Q for Enliven, filed with the SEC on August 11, 2008,
contains the following warning, "We have limited capital resources as
well as recurring operating losses and negative cash flows that are
expected to continue for the foreseeable future. The conditions
combined with the possibility of the accelerated payment of a
$3.4 million subordinated note in the event our common stock is
delisted raises substantial doubt about our ability to continue as a
going concern."
-- A few days ago, DG FastChannel disclosed that, "based on Enliven's
first six months performance, as of August 2008, DG FastChannel now
expects full year 2008 revenue of Enliven of approximately
$25.5 million, a reduction of approximately 14% from the full year 2008
estimates provided by Enliven management prior to the execution of the
merger agreement." (DG FastChannel Amendment No. 2 to Form S-4, filed
on August 18, 2008, page 19.)
-- DG FastChannel also disclosed that, in the days leading up to the
execution of the merger agreement, Enliven twice revised its financial
projections downward but did not share these new projections to
DG FastChannel. It is unclear whether DG FastChannel's financial
advisor possessed Enliven's revised lower projections when it issued
a fairness opinion on May 7, 2008. (DG FastChannel Amendment No. 2 to
Form S-4, filed on August 18, 2008, pages 38 and 39.)
-- Finally, doing a "sum of the parts" analysis of Enliven only highlights
Costa Brava's concerns about paying $100 million for the business. The
late 2007 Springbox acquisition is now driving the year over year
increases in Enliven's quarterly revenues. Enliven paid $5.5 million
for Springbox. The 2005 acquisition of Unicast was a stock transaction
including some debt assumption by Enliven. The apparent value on the
deal completion date was under $8 million. Costa Brava believes the
search business is worth less than $15 million today. How could the
whole company be worth $100 million?
Importantly, there is nothing at Enliven to "bolt on" to any DG
FastChannel business. There are no "network effects." Any benefits
from the transaction will occur only because there is a new
management team directing Enliven's efforts. But such benefits are
not synergies that enhance Enliven's value to DG FastChannel's
shareholders. Actually, the opposite is true.
Essentially, DG FastChannel's shareholders are paying $100
million in exchange for an opportunity to distract senior
management from the tremendously successful organization they've
created. Costa Brava's Seth Hamot concluded that, "We don't want
the company to pay $100 million for a strategic distraction. The
deal certainly doesn't 'pencil out,' and it's too much money to
purchase what looks to be more of a problem rather than an
opportunity."
Contact: Costa Brava Partnership III L.P. Seth Hamot
617-595-4405
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