Barely a day goes by without another story about how board members and insiders want him gone because the company and its stock have done so terribly since the old America Online and Time Warner combined last year. Case’s comeuppance is especially sweet for many old-media types. That’s because Case and his minions, the quintessential Internet-bubble golden boys, talked about how they would shape up Time Warner, the quintessential old-media company. Oh, well. Except for Case, most of them are gone or demoted. But Case is not only still there, he’s even cashed out $99 million of stock options since the companies combined, according to Thomson Wealth Management. So he’s made out while other shareholders have been clobbered and while thousands of employees lost their jobs in the company’s futile attempt to prop up the stock price.
There’s not much funny in this story. But if you like bitter humor, you have to laugh at Case’s being attacked for supposedly failing his shareholders. Look, he actually took wonderful care of his old America Online shareholders by snookering Time Warner into taking bubble-inflated AOL stock without any safeguards against price declines during the year it took the deal to close. About as smart as downloading files without virus protection.
As I’ll explain in a minute, AOL stock is probably selling for about twice what it would be fetching without the deal. Meanwhile, former Time Warner holders own AOL shares worth less than half of what an independent Time Warner would likely be fetching. The guy who didn’t protect his shareholders was Time Warner CEO Jerry Levin, who got outslicked by Case. But Levin got to leave quietly, while Case is being cut up.
I’ve no reason to be nice to Case. I criticized AOL’s accounting for years, and I was always skeptical of the takeover. And AOL’s Time magazine is the prime rival of my employer, NEWSWEEK. But come on. Case being criticized while Levin leaves in peace? Give me a break.
How can I say that Case did a good job of protecting AOL shareholders when AOL stock is down 84 percent since he and Levin announced their “transforming” transaction on Jan. 10, 2000? By posing a question you should always ask about numbers: “Compared to what?” A drop of 84 percent since early 2000 isn’t all that bad for an Internet stock. Really. Late last week the Wilshire Internet Index was down 88 percent since Jan. 7, 2000, the last business day before the deal was announced. (I used this index at the suggestion of Aronson + Partners, a Philadelphia firm that helped crunch numbers for this article.) Exclude Cisco, which isn’t a pure Internet play, and the index is down more than 90 percent. Eyeball the big Internet stocks comparable with the old AOL: Yahoo, down 96 percent; CMGI, 99 percent; Priceline.com, AtHome, DoubleClick, InfoSpace, Exodus, all down from 95 to 100 percent. So AOL, whose stock fetched $73.75 on Jan. 7, 2000, would be 6 or 7 had it not bought Time Warner. AOL closed Friday at $12.53. That’s not great–but it’s better than 6.
But where would Time Warner be if it hadn’t sold out to AOL? Glad you asked. While it was independent, Time Warner used to compare its performance with seven other media firms: Cablevision, Comcast, McGraw-Hill, Meredith, News Corp., Viacom and Disney. As of Friday, these were down an average of 32 percent from Jan. 7, 2000. By contrast, a Time Warner share, worth $64.50 on our start date, has become 1.5 AOL shares worth $18.80, a 71 percent fall. Apply the aforementioned 32 percent drop, and Time Warner would be around $44.
So AOL shareholders are clearly much better off than they’d be if the companies had stayed separate, and Time Warner shareholders are much worse off. To be sure, Steve Case is far from blameless. AOL’s advertising business–which juiced its stock in the late ’90s–has fallen off sharply, and the Securities and Exchange Commission is investigating its ad accounting. Accounting questions are the kiss of death these days. But you can’t blame Time Warner’s heavy debt and complex capital structure on Case. You can see why many board members want him gone. Better to turn Case into busted crockery than to look too closely in the mirror.