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Web Acquisitions and Investment:
 Perspectives and Outlooks For
The E-Commerce Evolution

Donald R. Libey
Libey Incorporated
Advisors and Intermediaries for the Direct Marketing Industry

Today's e-commerce world is a constant moving target. From euphoria to desolation, the marketplace and investment ethos have experienced every emotion and outlook conceivable during the past two years; the model for e- commerce business has changed repeatedly and has embraced multiple life forms, resulting in mutations and morphological hybrids heretofore unknown and not well understood by traditional direct and catalog marketers. This Libey Trends Report seeks to provide perspective, offer understanding of the evolutionary processes relative to valuations, sectors, models and participants in the changing, contemporary e-commerce milieu.

About The Author: Donald R. Libey is co-founder of Libey Incorporated, the investment banking firm to the catalog industry, located in Philadelphia, Pennsylvania and Haddon Heights, New Jersey. A Strategic Partner with MeritDirect, Libey Incorporated provides INTERMEDIARY SERVICES, capital raising and venture capital placement, and financial and strategic advisory services to owners, CEOs and boards of directors of catalog, direct marketing and e-commerce companies.

Perspective

The pace of acquisitions of web sites increased from 1998 to 1999. Approximately $6 billion was spent in 1998 for nearly 150 known web site acquisitions. Using these numbers as a base, the 1999 activity increased to approximately $48 billion and nearly 460 web site acquisitions, a 525 percent increase on expenditures and an over 200 percent increase on deal volume.

Contrary to the prevailing belief that the e-commerce investment boom is over, we at Libey Incorporated believe it is, rather, entering a new, inevitable and attractive period of transformational evolution. The initial years of e-commerce investment created the skeletal infrastructure; enormous amounts of fodder and raw materials were required to accomplish this rapid and technologically astounding era. The fodder, comprised of a plethora of ill-conceived but essential e-commerce nutrients, or business start-ups, have now served their function as fertilizer and they will be allowed to rot and to nourish the now prepared growing ground for the real e-commerce world. We see the sure sign of that new stage of development in the shift from disparate acquisitions to acquisitions that now resemble logical consolidations. Stated another way, for the first time in the short lived history of e-commerce, the acquisitions beginning to occur are of similar businesses rather than just "breakthrough" ideas. When the industry exhibits these true symptoms of real consolidation, it is a logical conclusion that structure and order are beginning to emerge. The final half of 1999 saw true consolidation activity reflected by an increase to about 25 percent of the dollar volume in the third quarter up from an overall less than 5 percent during the first half of the year. Consolidation of healthy structure in contrast to new content fodder is a vigorous sign of future potential.

To further support our perspective, we note that the e-commerce development has also increasingly focused on vertical development from horizontal development. The acquisitions of specific types of web sites (verticals) as opposed to broad concepts (horizontals) have increased significantly. Investment in horizontal sites accounted for nearly 85 percent we estimate in 1998, but dropped to less than 70 percent in 1999, an increase in vertical site investments was seen in offsetting amounts. When a marketplace—like a catalog—begins to develop vertically, it is beginning to assume a maturity.

Even with the current shake out, Libey Incorporated believes the industry will recover and post significant gains in the 2000-2001 time period. Our confidence comes from the experience of the past. If one looks at historical market evolutions, one can see clear parallels. The television technology and market development of the 1940s and 1950s has the very same earmarks, as do the cellular and facsimile technologies and marketplaces. Increased consolidation, vertically and horizontally, is likely to be experienced for a number of years in the future. As the winners and losers are revealed, the winners will become hungry, especially as exhaustion bargains appear. The frenzy for vertical domination will heat up and the ripening and cash-poor low-hanging fruit will become consolidation targets. Large companies will solidify their future positions, especially where deep pockets provide a financial first entry advantage. In the end, it's still all about building lasting barriers to entry.

And, finally, there will be a definite focus shift from consumer evolution to business to business evolution in web-based business, especially as the realization of the solid economics of business to business registers over the "iffy" economics of a fickle and often petulant consumer universe.

The first quarter 2000 acquisitions activity is, in fact, significantly increased over 1999. It is estimated that over $220 billion has been spent on acquisitions during January through March 2000, and that contrasts to an estimated $15 billion in the same period of 1999. If the data is smoothed to deduct the $157 billion AOL/Time Warner merger, the results still are an increase of $48 billion, a figure higher than the GNP of most nations of the world. The number of deals is estimated to be near 230 for the first quarter, up from about 50 deals in the same period 1999. So, the stock market devastation has, in fact, not dampened the deal flow as is generally believed; it has, however, caused a shift in the type of deal and the quality of deal flow. As one might have suspected, real assets and real earnings potential are, once again, preferred.

It is true that business to business deals account for the great bulk of the market vitality in acquisitions; consumer deals are increasingly rare. Business to business acquisitions total nearly 30 percent in the first quarter with $17 billion spent compared to less than 5 percent and under $3 billion in first quarter 1999. And, in the b2b arena, the vertical markets with the greatest acquisition activity continue to be computer technology and health care related. Of the $17 billion spent on b2b acquisitions and investment, the bulk was spent in b2b exchanges and supply chain consolidation structures, such as the Big Three auto makers' announcement of a joint web supply exchange formation.

The one astounding fact seen in the first quarter of 2000—portending phenomenal change ahead—is the shift from advertising revenues of web sites to fees. A related article in the Libey Incorporated web site section, Library, titled "Five Defining Trends In the Catalog Industry" (www.libey.com) describes this tectonic shift to transaction fees from traditional mark-up. Over three-quarters of all the investments thus far in 2000 are in business models describing fee-based revenues. The death of advertising-based web site revenue streams appears to be at hand.

Prediction

Libey Incorporated is optimistic—for increased acquisition activity. This is an important distinction from increased web industry investment activity. We believe the important shifts we have described will lead to a period of intense market weakening for operators of web-based organizations. In turn—as is unique to American businesses— there will be a cannibalization and thinning process of the weaker existing web companies with a resultant conquering wave of bottom feeders entering the industry from the ranks of retailing, services, MRO, and dominant supply chain leaders with long- standing investment platforms and near-unending supplies of cash. The recent bumper crop of distressed e-commerce companies will be eaten, digested and converted to nourishing energy for the benefit of "The Bigs." Valuations will decline dramatically and liquidity will be near-non-existent, culminating in a drop in IPO activity and a rise in M&A activity. Distressed publicly traded e-com, content, e-tail and pure play companies will be sacrificed on the block. The emergent companies will be huge, powerful, ruthless and dominant. We also believe venture capitalists will leverage the future by increasing their investments in startups; however, the startups will now require solid strategic, business and financial plans, real universes, real products, real customers and real, experienced operators. And that is the way it has always been. Indeed, there is little under the sun that is new.


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