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Last week, DivX (DIVX) dropped a bomb on investors after it announced that it was planning on divesting its Stage6 website and that CEO Jordan Greenhall would be leaving, in order to run the new entity.

The company promised to provide more information on its upcoming earnings call, but this unexpected bizarre move was too much for skittish investors to handle and Wall St.’s initial reaction was to sell.

DivX investors weren’t the only ones who have been scratching their heads over the announcement. Coverage on the net raised more questions than answers. NewTeeVee interpreted the move as a sign that the video sharing industry was in trouble and was struggling to find a business model.

“This is bad news for video-sharing sites, showing they’re having trouble holding their weight without the subsidy of venture capital or Google (GOOG)-level resources. Stage6 appears to have been too much to handle for its moderately successful public company parent.”

Zatz Not Funny appropriately enough titled his post, DivX Dumps Stage6, but described the spin off more as a divorce, than a child weaning itself from a parent. 24/7 WallSt offered an even more bearish assessment of the move and called the spinoff “more than strange.”

divx logo

While I can’t argue that DivX’s decision isn’t unusual, I do think that the market may have misread the implications on this one. In thinking through how the spin off would play out, I’m of the opinion that the move makes financial sense in the short run, but have to question whether future growth is being sacrificed for short term gratification?

Wall St.’s Fuzzy Math

Whether you are talking about business, baseball or technological synergies, it is often the case that the whole is greater than the sum of its parts. This philosophy has driven mergers, it has forged partnerships, it has even saved industries from collapse. By working together, businesses are able to earn profits that would elude them otherwise.

What happens though, when things get turned upside down? When an investment in one part of the business actually causes another part of the business to lose a greater value? This is the exact situation that DivX finds itself in. The sum of its parts is actually greater than the whole.

This creates an interesting dilemma for management, because the more it invests in growing its Stage6 business, the more it impacts its current shareholders. On one hand, it wants to see this growth asset continue to be successful, but on the other hand, each dollar it's spending is eating into precious net income.
Dirivixtized
Because DivX earns such a high profit margin on its licensing business, investors have been willing to pay 25 times their profit even though their revenue is minuscule compared to companies with a similar market cap. While this works in DivX's favor on the money it brings in, it also works against it on the money that it spends to develop new businesses.

DivX has already said that it plans on spending $5 million on Stage6 this year and with no signs of its growth slowing, I expect that this number will only go higher. While DivX does have plenty of cash that it can invest in the venture, even at a $5 million price tag, it's still sacrificing $90 - $125 million in market cap, by subsidizing the site.

Meanwhile, there is real value that is locked into the Stage6 brand, but it can’t be released because DivX’s licensing business is so much more valuable. So far, the analysts have been more concerned about Stage6’s costs than the 10 million visitors who are using the site each month. Trying to get a premium valuation on Stage6 won’t be easy, but there are certainly things that DivX can do in order to make the property more valuable.

One move that it has already taken has been to replace its DivX ads with paid banner ads on the Stage6 website. If DivX also includes its stake in DeviantArt in the spin off, it would also help to boost Stage6’s valuation.

Recently, Break.com sold a 42% stake of its site to Lionsgate (LGF) at a rumored price tag of $21 million in stock. At this price, it would value Break.com at $50 million.

Stage6 and Break.com both receive similar amounts of traffic, but with DivX’s global brand, the superior codec, and a solution for getting into the living room, I think that Stage6 would command a premium to these prices.

If DivX was able to spin off Stage6 for $80 million, then shareholders would not only be able to realize that value, but because they would no longer have to pay the bandwidth, the increased earnings could add $90 - $120 million to their market cap. Add in the $150 million in cash and the current $300 million valuation on the core licensing business and you’ve gone from a market cap of $450 million as a whole entity to $650 million in market cap with the company smashed up into pieces. From a valuation standpoint, the two businesses work against each other, but separated, it should value DivX at $18 - $19 a share, using the current multiples.

Tortoise vs. The Hare

I can’t really argue with what DivX is doing. It has a responsibility to protect shareholders and if it can realize more value by splitting up the company, then it owes it to its investors to consider this carefully. From the short term perspective, I can understand why it would want to dice the company up, but if you take a longer term view of DivX, I can’t help but think of all of the things that it's giving up.

There is a part of me that wants to believe that the two entities will be able to complement each other after the divestiture, but after seeing John Tanner leave, Jerome Rota shift focus to “media experience” and now Greenhall leaving to run Stage6, I can’t help but wonder if the company is really just pruning itself for the sale of its core technology licensing business.

There have already been rumors that Dolby was interested in buying the company and I could probably think of a few other companies that would at least be interested in kicking the tires. A takeover this early always seemed improbable to me, but now that Greenhall has agreed to step down, I’m not sure what to think. With the stock down over 50% from its highs, I could understand if DivX’s VC shareholders wanted to find an alternative exit strategy over unloading more shares than the market can handle.

While DivX could always just sell the company outright, Stage6 could certainly complicate an acquisition. For years, DivX has remained beyond Hollywood’s legal grasp. While the studios have always expressed reservations over DivX’s technology, because consumers are the ones sharing the pirated films, it has limited DivX’s liability.

Once it started its video sharing site, it didn’t take long for the lawsuits to start rolling in. In January, DivX reported that Universal Music Group had sued the company over pirated content that was uploaded to the website. While DivX is certain to argue that it was just hosting the video and would have been happy to comply with takedown notices, after years of legal frustration, I don’t see Universal dropping this. By spinning off Stage6, DivX would be able to help minimize the legal liability for an acquiring company.

If DivX isn’t positioning itself to sell the licensing business then I’ve got to question whether or not this transaction will really help DivX in the long run. In the short run, it could boost its valuation, but DivX doesn’t need to raise money, it already has plenty of cash. If DivX really believes that Stage6 can become a profitable entity, then why not try to maximize the revenue potential of Stage6, without giving up control of the site? This may require some short term pain, but I believe that DivX’s entertainment ecosystem is still much too fragile to risk giving up the leverage that Stage6 brings it.

When I look at DivX’s potential, I see a lot of opportunity, but I also see one very big risk. Just like it only took a child for the Emperor to realize that he wasn’t wearing clothes, DivX's manufacturing partners could just as easily begin questioning whether DivX really adds value to their gadgets.

Early adopters are vocal about demanding support for DivX and as long as there are DivX files and devices to play them on, the ecosystem holds together. If more and more manufacturers start abandoning DivX though, then all of a sudden, their codec has very little relevance. While I believe that DivX is too entrenched at this point to be fully cut out of the market, there are too many deep pockets trying to keep them out of North America for the company to not consider this critical risk.

An independent Stage6 will most certainly continue to support DivX’s codec, but because of its responsibilities to its own shareholders, DivX wouldn’t be able to run the site at a loss, in order to shore up support for its licensing business.

Beyond Video Sharing - Stage6 As An Advertising Platform

Since Stage6’s launch, I’ve followed the development of the site with keen interest and during the times it has been in Alpha/Beta stage, I’ve kept my criticisms limited. With the site considering a public offering though, user bugs and missed opportunities will become even less tolerable.

While the analysts have been more concerned about the potential for DivX to sell advertising on the Stage6 website, I think that DivX needs to be thinking more multi-dimensional when it comes to its monetization strategy. Right now the video advertising marketing is still very much in its infancy and if the company was able to run Stage6’s ad business at a loss or at breakeven, then I believe that it would make the company a threat/target to sites like Google.

Last January, Greenhall said that he wanted DivX to become the Adsense for video. Since then we haven’t seen any plans launched, but DivX was rumored to be in negotiations to buy Revver at one point.

Even though I’m a fan of Revver, I can’t say that I really like the business model. While I think content creators should be rewarded for making good content, I think that there is easier money to be made by selling video ads with the help of the larger DivX community.

Google Adsense may be easy, but any blogger with a lick of traffic will tell you that the rates they pay are chicken scratch. While a public Stage6 wouldn’t be allowed to pay out 90% of its ad revenue, a DivX-supported Stage6 could afford to run a business at break-even if it contributed to the licensing sales.

Back in the 56k days of the web, I remember there being a lot of debate over whether web publishers should support graphic rich applications like flash. With so few people using broadband, webmasters needed to be sensitive to creating a smooth experience for everyone. At that moment in time, it would have been very easy for Adobe (ADBE) to fail, but instead of hitching its wagon to the content, it instead courted the advertisers. By doing this it was strategically able to position itself in such a way that businesses were actually paying money in order to distribute Adobe’s flash product.

If DivX was serious about wanting to solidify its grip on its eco-system, it would take the same approach with Stage6. Instead of courting the content creators, it should be approaching the advertisers. Given the high quality of its video stream, I think that it would have a natural selling advantage over the current flash video ads. If you were in charge of the marketing budget at Take Two (TTWO), would you rather have video gamers see a full screen high quality DivX ad or a small low res YouTube copy? To me, this is a no brainer and something that DivX hasn’t taken advantage of.

While there would be nothing to stop an independent Stage6 from trying to create its own ad network, if the company has to be sensitive to profitability, it would limit its ability to attract affiliates to distribute its DivX video ads. By paying out top rates to bloggers and independent publishers, Stage6 could become an advertising powerhouse. If Stage6 is only able to pay Google Adsense rates, then I think publishers will be reluctant to include the ads, when many readers would still need to download software in order to view them.

At this point, it’s probably too early to tell if Greenhall will take Stage6 in this direction, but I believe that placing so much emphasis on content has been a mistake for the company. While it certainly helps to promote Stage6 and DivX’s brand, the margins offer limited upside compared to the longer term benefits of an ad network or a premium service.

There is a lot of potential for the future of DivX and while breaking up the company makes sense on Wall St., I’m not sure that the long term price is worth the short term benefit. While it’s nice to see DivX management focused on enhancing shareholder value, unless it's planning on selling the company, I don’t see how splitting up the company helps its long term competitive position.

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This article has 10 comments:

  •  
    Why would Take Two pick a stage of 10million(stage6) vs. a stage of 100million(youtube)?

    Why would anyone?
    2007 Aug 02 09:15 AM | Link | Reply
  •  
    Good question Richard and perhaps I was clear enough in how I think they should implement their ad strategy. I don't think that Stage6 should be selling ads to viewers (well they should, but that's the smaller opportunity) They should instead be approaching sites like Forbes, BetaNews, DivX fan forums, Etc. and offering to pay them higher CPM to carry high quality video ads. Either way Take Two (or whoever) would have to pay to get the eyeball, but right now they are paying to run the ad on the flash platform instead of DivX. There still aren't a lot of video ads out there, but as this part of the market grows, I think it will present a great opportunity to innovative companies.
    2007 Aug 02 09:39 AM | Link | Reply
  •  
    Good theory. The problem is what is the point of buying Divx ads, if the user base (say 10million) is way less then flash (say 100million).
    2007 Aug 02 10:33 AM | Link | Reply
  •  
    Richard, I'm not sure that you are understanding what I'm advocating. It's not about selling traffic on Stage6, it's about selling video ads on other websites. The traffic on Stage6 could be used to provide inventory for an ad management system, but the key for DivX is to leverage their relationship with people in the community, so that they'll sell other people's ads for them. Example, Charles Schwab has a hot new commercial, they could go to SA directly for the ad, but maybe they want to buy their ad placements in bulk.

    Instead, DivX approaches SA and says, let us sell Schwab ads on your site and we'll pay you more than what Google will. Then they syndicate that ad on the Motley Fool, various technology/business sites, paidcontent, whoever is willing to partner with them. Now instead of having 10 million views to sell, they've got 20 million.

    Only half of them are coming from Stage6.com, but they are cutting the content creator out of the monetary stream.

    Right now, the business model is to let content creators upload their content, then you sell an ad for that content and split the revenue with the creator. What I'm saying is why pay for content, when so many people will pay you to distribute their content instead. Take a look at Zatz's Not Funny's Google video ad on his site and you'll see that Google is already leading this area of the market.

    DivX's total user base is way past 10 million at this point. They've had 200 million downloads last time I checked. The value for DivX is that they don't pay for content, it increasing their profile with journalists, they make a small commission, but more importantly they introduce the DivX player to new web viewers. When viewers download the DivX player, DivX would have an opportunity to make a small commission on the Google toolbar. As a separate company, Stage6 could still do this, but they'd need to keep 60% of the revenue. With DivX's licensing support they could pay out a lot more and then just know that each ad being served is helping to solidify DivX as an industry standard.
    2007 Aug 02 11:18 AM | Link | Reply
  •  
    "Instead, DivX approaches SA and says, let us sell Schwab ads on your site and we'll pay you more than what Google will. Then they syndicate that ad on the Motley Fool, various technology/business sites, paidcontent, whoever is willing to partner with them. Now instead of having 10 million views to sell, they've got 20 million."

    This would only make sense if Divx was installed on 90% of the computers on the internet. It's not, flash is.

    So as an advertiser what would you do?

    a. switch to Divx and reach an audience of only 200 million, get more money per click.
    b. stick with flash/google and reach 90% of the computers on the internet. *

    en.wikipedia.org/wiki/...


    I believe if you switch to Divx all you are doing is giving yourself a higher risk of your advertisement not being seen.
    2007 Aug 02 12:31 PM | Link | Reply
  •  
    forgot to add that 1.3 billion people use the internet.

    en.wikipedia.org/wiki/...
    2007 Aug 02 12:34 PM | Link | Reply
  •  
    I think that as an advertiser, you want to put the highest quality ad in front of viewers. I'm not a big fan of the Discovery channel, but check it out in HD and all of a sudden it's some of the best programming out there. The same is true for ads. A low quality video experience, doesn't make me excited, but a high quality ad, makes me take notice. You're right that there would be less acceptance of DivX because they don't have the same player installed base, but this is why DivX would want to push this program. Each user who can't see the video, but wants to will install their product. Flash is on 90% of the computers (probably higher really, but who's counting) because early Macromedia used advertising to deliver the platform into consumers homes. There is no reason why DivX couldn't do the same to acheive greater penetration.

    From the advertisers standpoint, you don't care really care because you wouldn't be paying based on page views, you'd be paying based on the number of ads viewed. If they pay for a million streams, than 1 million people will actually watch the ad.

    The people who would care the most would be the publishers. If you get a 50% response rate with DivX vs. an 80% response rate with Google, than it's up to DivX to pay out enough that they make up the difference. Given how much revenue Google is keeping, I think DivX can do this, if they run at breakeven or a small profit.

    I also think that DivX has a different relationship with independent publishers than some of the bigger companies. Google also understands social networking, but Sony would never be able to convince publishers to distribute a codec that they might make. Stage6 wouldn't have realized the growth that they have seen, if DivX didn't understand community. I may think that there are still plenty of bugs and things DivX could do better, but just like the guys who made Kazaa and Skype, the team behind DivX understands how to reach the larger net community.

    If DivX did try to convince publishers to run third party ads, but couldn't get them to sign on, than what have they really lost? It doesn't cost much to set up an ad platform and even if bloggers/publishers rejected the ads, they'd still have 10 million + hits to sell on their own site.
    2007 Aug 02 01:06 PM | Link | Reply
  •  
    Couple of points:

    Greenhall isn't leaving, he's still Chairman of DivX (and owns tons of stock). Plenty of skin left in the game.

    DivX is a cash cow, Stage 6 is a venture-stage internet outfit. Completely different cost structures and business models. Aside from the synergy with driving DivX adoption, why *should* they be in the same company? There's no guarantee S6 will succeed, so they owe it to shareholders not to burden them with the dice throw.

    Suspect "spinout" means they get VC money, run Stage6 separately, but DivX shareholders still maintain some (though maybe not majority) ownership. This way they avoid the hassle of tryng to fairly value it to existing shareholders for a full spinout.

    Nothing to stop DivX from tucking it back in once business model proves itself.
    2007 Aug 02 01:16 PM | Link | Reply
  •  
    Scott - You're right that Greenhall is still involved, but if you were in his shoes would you give up control of the parent company, just to run the microcap/VC spinoff? I don't think I would, unless I was willing to sell my 8% stake in the company. Greenhall could have been forced out, I'm sure that there are some shareholders who were more than upset about the head fake last quarter, but if he was being forced out, than why would they promote Hell to take over? I would've found a more seasoned CEO who Wall St. would get excited about.

    Maybe the spinoff is really just a cosmetic change and won't impact the long term positioning of the company or it could be an alternative way for DivX to do a secondary offering, but when I see many of the key DivX employees shifting their focus to Stage6, it leaves me wondering what will happen to DivX. It may just be business as usual, but once you separate the companies, then the end game will change for both entities. I don't think that DivX is torpedoing their long term future by doing this, but it does seem like the change is designed more to benefit current shareholders than to improve revenue or net income.

    In the future, the two entities could merge back together, but unringing this bell would be a lot more difficult than splitting up the companies to begin with.
    2007 Aug 02 01:40 PM | Link | Reply
  •  
    I was particularly concerned with Jordan Greenhall leaving following the Stage6 spin-off announcement. It gave me the impression that the person with the vision that created the CE licencing strategy saw a brighter future for the video site, than he did for the licencing business. Recent developments are making me wonder if this is really a head fake to help maximise the value of Stage6 while it is being spun-off/sold.

    The Qualcom, LG, Samsung announcements in the cell phone market, and D-Link with DivX Connected seem to be ample evidence that the licencing end is progressing nicely. The major risk here was being pigeon holed into the shrinking DVD player market. Microsoft using Sigma Designs DivX enabled chips for their media extenders may not mean a DivX logo on their products, but inclusion in devices that support multiple codecs is crucial for 'common media language' to reach fruition. Recent news making Wii into a DivX capable media streamer indicates that xBox and PS3 are not unlikely to follow suit.

    The deal this week with Yahoo really creates room for speculation for the future spi-off of Stage6. Google grabbed a lead in net video by buying YouTube that Yahoo cannot ignore. By announcing the spin-off DivX posted a 'For Sale' sign on Stage6. Placing Greenhall as its head clearly stated that it was not a fire sale.
    I would like to return to the profits and amazing margins that DivX posted in its first couple public quarters, but I hope that they do not rush the sale of Stage6. A partner/purchaser like Yahoo could make the explosive traffic growth of the past 6 months seem mild.
    2007 Sep 30 10:05 PM | Link | Reply