Friday, September 16, 2005

The Evil Empire Stirs


We face significant competition from Microsoft… Microsoft recently introduced a new search engine and has announced plans to develop features that make web search a more integrated part of its Windows operating system or other desktop software products. We expect that Microsoft will increasingly use its financial and engineering resources to compete with us.


In addition, advertising and other fees generated from one Google Network member, America Online, Inc…accounted for approximately 12% and 11% of our revenues in 2004 and in the six months ended June 30, 2005…—Google prospectus, 9/9/05.


Demonstrating its growing concern about Google
Inc., Microsoft Corp. has entered talks with Time Warner Inc. about taking a substantial stake in the media giant's America Online unit, said people familiar with the matter.

The conversations have centered on whether AOL would switch to using Microsoft's search engine instead of Google's, these people said, as well as other areas of potential cooperation. AOL and Google shared about $380 million in revenue last year derived from displaying ads on AOL's search results.—Wall Street Journal, 9/16/05.


I apologize up front to those of you who, based on the title of this piece, expected commentary about Sith Lords and Master Puppeteers and other fantasies of a certain CEO who sees conspiracies to ruin his share price where others merely see what they believe to be a lousy business model and poor corporate governance.

The “Evil Empire” referred to in the title is, of course, Microsoft, whose own CEO—the brilliant and irascible and monopoly-spoiled Bill Gates—has decided to target Google after letting two Stanford grads undermine his hold on the hearts and minds of millions of Windows users around the world, and, ultimately, threaten that very monopoly by making the software underlying the search platform irrelevant to the user.

And now we see one thrust of Bill’s attack plan: pick up in a single, quick move the biggest piece of Google’s business—that portion of its revenues generated by AOL users who do Google searches from the AOL web site.

The timing couldn’t be better.

Google just priced its secondary offering of 4-plus million shares at $295 a share, after management road shows that included meetings with some of the biggest funds on the planet and a luncheon at the top of the St. Regis in New York—the main feature of which was co-founder Sergey Brin, young and scary-smart, looking for all the world like a high school sophomore dressed for his first prom in a new and very uncomfortable suit and tie.

For the record, as readers have gleaned, I own shares of Google, because I think the earnings power of the business is much higher than Wall Street thinks. But I could very well be wrong and change my mind in a minute, and I don’t recommend anyone go near the stock.

Why point out a very large potential short-term negative to Google—i.e. the Evil Empire’s courtship of a damaged AOL and the one trump card in its otherwise weak hand?

Well, because it’s right there on the front page of the Wall Street Journal, and because we all knew this day was coming.

In previous posts, I’ve argued that “you can’t under-price free”—meaning that Microsoft’s disadvantage in the search wars is that users don’t pay for search, and, therefore, Microsoft couldn’t undercut Google the way it undercut Borland and Lotus and WordPerfect and Novell and all the dozens of other software companies it destroyed by selling under-priced software subsidized by its desktop operating system monopoly.

But, here, at least, is an example of where Microsoft might be able to simply buy outright more than one-tenth of Google’s current search revenues by cutting a deal at the source—the AOL web site.

I do not know details of the AOL/Google contract, but today’s WSJ reports that “people close to AOL say the company has the option to walk away.”

If I was Bill Gates and had $40 billion of cash in the bank, my “negotiation” with Dick Parsons of Time-Warner (parent company of AOL) would go something like this:


Gates: “We want to buy an equity stake in AOL in return for AOL walking away from Google and giving that business to MSN.”

Parsons: “Okay. We’re willing to sell—”

Gates: “Done.”

Parsons: “I haven’t told you what we’re willing to sell to you, or the price.”

Gates: “Sorry. Hurry up.”

Parsons: “We’re willing to sell 49% of AOL for twenty—”


Gates: “Done.”

Parsons: “I haven’t told you the whole price.”

Gates: “Sorry. Hurry up.”

Parsons: “For twenty-five—”

Gates: “Done.”

Parsons: “I’m not finished. For twenty-five HUNDRED billion—”

Gates: “Here’s the check—fill in the blanks.”

But that’s just me. H
owever this supposed deal works out, if at all, one thing is certain: Darth Vader is looking for blood.

I'm rooting for Luke.


Jeff Matthews
I Am Not Making This Up


The content contained in this blog represents the opinions of Mr. Matthews. Mr. Matthews also acts as an advisor and clients advised by Mr. Matthews may hold either long or short positions in securities of various companies discussed in the blog based upon Mr. Matthews' recommendations.


15 comments:

Its_strange said...

Lol ! Yep, you had me all kinds of excited ! lol ! .....One day Luke will turn the table on Darth Vader and offer a operating system. One with a subscription to a satellite radio right in the desktop.

Its_strange said...

and as newspapers fail and regular radio fails those advertising dollars with need a new home. TSCM is sold out of space. The advertisers will want space and or time . Who is better qualified to provide that , Google or MSFT ?

The Sandman said...

I have been using Adsense for a while now on various blogs, and if you look at the margin Google has on these ads then one will whole heartly agree with your comment "...because I think the earnings power of the business is much higher than Wall Street thinks."

AOL/MSN? Agree, that takes revenue away from Google in a sort of spite your face-type of transaction, but looking at my (very meagre) Adsense numbers I doubt that losing just under $200 million per year will hurt Google for very long.

Alex Khenkin said...

Don’t Be Evil, but it’s OK to Cash In!
First, I like Google and use it all the time, like most of us. Second, I am short Google, unlike most of us – yet. With this disclosure off the chest, let’s get to the core of the matter.
According to Yahoo! Finance Google has:
· 2.95 Billion (yes, 2,950,000,000) cash
· 1.76 Billion/year cash flow from operations
· 651.76 Million/year free cash flow
On Aug. 18th, 2005 Google announced its plans to offer another 14,159,265 shares, worth about $4 Billion at the current market price. According to AP:
"The Internet search leader said it will use the proceeds for "general corporate purposes," including possible acquisitions. Google added that it currently has no agreements or commitments to make a material purchase."
Google also stated that until it figures out what to do with all this money it will be invested in highly liquid investment-grade securities.
So, let me get this straight: This is the company that is (was) touting its “We-Are-Not-Like-the-Rest-of-Wall-Street”, “Don’t Be Evil”, etc. philosophy. This is the company whose founders appeared to be reluctant to go public in the first place. They didn’t really need the money at the time, and didn’t want to cede control, either. This company is now asking the public to shell out extra four billion dollars, diluting existing shareholders in the process, so that it can collect interest from those “investment-grade securities”! Nice business model, how do I join? This sounds like the perfect carry trade – the capital is essentially free, it’s not like the duped “investors” will be able to ask for their money back.
As a final note – the number of the new shares is the first seven digits of “Pi” after the decimal point. Maybe this is cute, maybe they like to flaunt their math background. Or maybe this is just another hint that they did it just because they could.
Small Investor Chronicles

Ed said...

All that talk around the IPO was hubris; here is a company at their IPO wanting to show the parallels between them and the richest man in the world. Of course, Buffet built that fortune over 40+ years by buying companies no one wanted with enduring franchises; everyone wants a piece of Google, and there are no barriers to entry in the search market.

Somehow, I think the reason they stopped trying to act and sound like Warren Buffett because they know that there are really no similarities between Google and Berkshire, and there never will be. For starters, they started giving quarterly guidance. Next, there is the fact that Google lacks the number one characteristic that Buffett looks for: wide "moats" around its business. Finally, Buffett has never been a fan of debt or share sales, and in fact idolizes companies like Capitol Cities, which grew for 30+ years on $300,000.

Link

mamis said...

Alex Khenkin -

I think Google's raising money because (a) the stock is high, and (b) at some point in the future when they want to do an acquisition, the stock might not be so high. It's a "bird in the hand worth two in the bush" offering.

Disclosure: neither long nor short -- I buy stocks, not religions.

Its_strange said...

I recall the days when Jim Cramer would post on the yahoo boards and i recall his "State of the Web" weekend piece. He would often start a discussion about where the internet was going and what 2, 3 or 4 companies should team up to create something the public would use and enjoy...MSFT was always mentioned yet they never did a thing. And they own a piece of NBC, correct ? Well look at MSNBC and CNBC's ratings. Gates would rather create power than products people want and use

aralls said...

Jeff - I like your negotiation style (from January 2005):


The way I imagine the conversation between Circuit City's Board of Directors and the Highlands people, it goes like this:

Highlands: "We are prepared to make an all-cash tender offer--"

Circuit City Board: "How much?"

Highlands: "As I was saying, we are prepared to make--"

Board: "How much?"

Highlands: "Well, we are prepared to offer seven--"

Board: "DONE."

Highlands: "Don't you want to hear the full price?"

Board: "Uh, sure."

Highlands: "As we were saying, seventeen dollars--"

Board: "A share???"

Highlands: "Er, yes, seventeen--"

Board: "DONE!"

Alex Khenkin said...

Mamis, I agree entirely - and that is what I call "just because they could". They say they DON'T need the money now, they have nothing to spend it on, so they take it, buy AAA bonds or whatever, and collect the interest. I understand why they want a free lunch - it's why anybody would give Google his/her money to do this that is beyond me.
There's nothing "wrong" with what Google is doing per se - it's just hard to reconcile with the "we are so cool, different and not evil" rhetoric.
Small Investor Chronicles

Sith Lord said...

I am the master manipulator and I am a MICROSOFT MANAGER.

The initials. MM. Get it.

You should be writing about me!

DaleW said...

All that talk around the IPO was hubris; here is a company at their IPO wanting to show the parallels between them and the richest man in the world. Of course, Buffet built that fortune over 40+ years by buying companies no one wanted with enduring franchises; everyone wants a piece of Google, and there are no barriers to entry in the search market.

They consulted with Buffett before going public. What is so unreasonable about emulating one of the best businessmen and stock market people ever? Also, "barriers to entry" means absolutely nothing. I could start a retailer tomorrow and compete with Wal-Mart. "Barriers to success" actually means something -- that's where you should be thinking about the problem, IMO.

Somehow, I think the reason they stopped trying to act and sound like Warren Buffett because they know that there are really no similarities between Google and Berkshire, and there never will be. For starters, they started giving quarterly guidance.

That's news. Where did they give guidance? I think they pointed out seasonal patterns in their business and said they didn't expect this year to be any different than last year's H2 relative to H1. Google gives guidance to the same extent as Warren Buffett gives guidance, in a very general way. Here's some guidance, for instance, in the 1992 Chairman's letter to shareholders:

"The third point incorporates two predictions: Charlie Munger, Berkshire's Vice Chairman and my partner, and I are virtually certain that the return over the next decade from an investment in the S&P index will be far less than that of the past decade, and we are dead certain that the drag exerted by Berkshire's expanding capital base will substantially reduce our historical advantage relative to the index."

Here's another:

" Our second conclusion - that an increased capital base will act as an anchor on our relative performance - seems incontestable. The only open question is whether we can drag the anchor along at some tolerable, though slowed, pace."

Google's "guidance" was offered in the same sort of way. They commented on trends -- they didn't say what they were going to earn next qaurter, this year, or next year. Big difference.

Next, there is the fact that Google lacks the number one characteristic that Buffett looks for: wide "moats" around its business.

Well, then, if that's correct, I guess we won't see Buffett investing in Google. What's your point? That you love Buffett and since Buffett doesn't like Google, you therefore don't like Google?

Finally, Buffett has never been a fan of debt or share sales, and in fact idolizes companies like Capitol Cities, which grew for 30+ years on $300,000.

Actually, it's Capital Cities, but no biggie. Buffett has never been a fan of debt or share sales? Berkshire carries $46B or so in debt that is otherwise known as "float." It's capital with an explicit cost -- sometimes it's a negative cost and sometime's a straight cost. But it's real and it's debt-like (it's also equity-like as well). But make no mistake, it IS leverage.

As for share sales, what do you call the GenRe deal? Buffett sold a bunch of Berkshire to GenRe shareholders. If you don't like that characterization of the deal, look up what Buffett has to say about share swaps.

Aaron Koral said...

How come no one gives Dick Parsons any respect in the market for what he's done with TWX since becoming CEO?

He's taken TWX, which, at the time, was badly mismanaged by Messrs. Levin and Case, and turned the company around by reducing debt and increasing cash flow while picking up cable assets on the cheap.

As an example, earlier this year TWX bought a portion of Adelphia's cable assets out of bankruptcy, which I'm sure will generate positive operating cash flow in the near future.

Revenues from subscriptions have increased quite nicely in TWX's cable segment just this last quarter and shoud continue to do so well into the near future IMHO.

I think Mr. Parsons is trying to cobble together a context (i.e., cable) + content (i.e., media) powerhouse just like Fox has done with its purchase of Direct TV.

I just don't get why the market treats TWX and Mr. Parsons like he's the Rodney Dangerfield of CEO's at publicly traded companies? Hopefully, the market will come around. Only time will tell...

RichL said...

What's interesting to me is that MSFT is willing to pay good money for the least technically sophisticated web users. Now really, who uses AOL? Is this a sensible strategy for MSFT because the AOL customer is sticky because of a lack of understanding of market alternatives? I can fathom that strategy in a savings bank (alot of low interest savings accounts is good), but is that a good thing in technology?

DaleW said...

Now really, who uses AOL? Is this a sensible strategy for MSFT because the AOL customer is sticky because of a lack of understanding of market alternatives? I can fathom that strategy in a savings bank (alot of low interest savings accounts is good), but is that a good thing in technology?

It's not technology. This is a media asset. It's not the most technically sophisticated user interface or network that wins, it's the interface that is easier to use and delivers the best experience/application to the customer.

blogcomments said...

The premise of your post seems to be that it would hurt Google a lot if they lost their AOL business. But my understanding of the deal (in fact all AdSense deals...whether for search or banner ads) is that they generate a lot of revenue but not (nearly) as much profit for Google as search on Google's own website does.

In fact, I think the revenue split is something like 75%/25%. I.e. if someone clicks on an ad as a result of a search on AOL, AOL gets 75% of the CPC and Google gets 25%.

This is important more generally because it shows how dependent Google is on *originating* their own searches.