Yes, even a few homosexuals are getting in on corporate
greed. In this case, it has been corporate greed of epic
proportions. It's the kind you only get away with when nobody
is paying any attention.
PlanetOut Inc. is the owner of gay.com, a matchmaking
website. Together, the executives of this company managed to
lose over a hundred million dollars in stockholder equity over the
last few years. But that was apparently not enough.
As it was trading around 35 cents with 4.1 million shares
outstanding, despite having over $2.00 in cash on hand at the end
of their September 2008 quarter, the CEO Karen Magee, a former gay
rights activist, announced a buyout. Oh, but those words
are not always music to the ears of investors, not when the buyout
only involves receiving twenty percent of a private company's
shares. And not when that private company appears to be
worthless!
More on that later.
It gets worse. While the company's currently illiquid
shares were trading at a liquid .35 for the last three months, or a
1.4 million market capitalization, and while it continues to trade
there today, management did the unthinkable: they assigned a
$500,000 termination fee on the worthless deal, or over a third of
their market cap. Oh, but there's more. The strategic
alternative specialists involved are to receive 1 million dollars
for their extraordinary work, along with extra expenses, of which
they have already just received $400,000. An extra firm was
even hired for $200,000 to say that the deal was worth $20 a
share. And then there are probably around 300,000 in proxy
fees and legal expenses. If you're keeping score
that's 2 million to facilitate (or force) a deal for a 1.4
million dollar company.
Did I forget to mention severance payments? That's right,
the CEO and other executives are in line for about 2.5 million in
severance payments.
And yet, the company would still have some value left over, with
20 million in assets on their balance sheet. After all, the
domain name gay.com itself along with their subscribers
and traffic has significant value. But what kind of
agreement did this all lead to?
"How about we take 100% of your company and all of its assets
and give you 20% of our combined company stock, of which we - two
individuals - will hold almost 80%. The company is a gay
production company where we routinely pour money into tv and film
projects that get mediocre reviews, pay ourselves off with revenue,
and then look for other investors to dilute the previous investors'
shares and continue our losing or break even operation. Our
balance sheet is not impressive and don't even look at our past
earnings losses, but we're guiding for a lot of earnings in the
future!"
That was not a direct quote. But if you listened to
the conference call you might have been beside yourself as the CEO
of the acquiring company discussed with glee how wonderful the
PlanetOut asset was for them. Indeed, getting something for
nothing is always wonderful. Unless, of course, you're a
shareholder being forced to give something for nothing.
By the way, did I mention PlanetOut had already sold their
publishing business to the acquiring company for 6 million dollars
earlier in the year, saying they wanted to rid themselves of the
falling publishing business? Now, they're reuniting with the
same company in the same year. A gay marriage. An all
paid expense marriage by PlanetOut investors who now
face a termination fee of one third their current market
cap.