Investor Wants to Stop the Bleeding at the Patch

For the 3rd time since December 2011 Starboard Managing Member Jeffrey C. Smith expresses his concerns about the  AOL’s Display Business losing up to $500 million. Smith announced that Starboard said it planned to “promptly” file preliminary proxy documents to the Securities and Exchange Commission for the election of new board members at the company’s annual meeting. Starboard is the largest shareholder of AOL with 5.3% of the stock.

A New York Times article by Evelyn M. Rusli stated  “In its long list of concerns, Starboard reserved special venom for Patch, the local news service AOL bought in 2009. Although the acquisition itself was small (about $7 million), AOL has since sunk millions into the project. According to Starboard estimates, the company is losing about $150 million per year on Patch. “We remain concerned that shareholder capital will continue to be used for poorly conceived acquisitions and investments into money-losing initiatives like Patch and other Display properties,” Starboard said in the letter.” ”

Shareholder meeting is planned for June, last years was in April one can suspect AOL is putting off the meeting as long as possible as Tim Armstrong CEO-AOL wants to stay in power as long as possible because the proxy fight will not go his way. Armstrong’s baby is the Patch so far he has spent approximately $307 million of negative cash flow on it and Starboard has request 3 times for that to stop. Now it will be a proxy fight to save valuable cash in today’s economic environment.

Below is the letter from Starboard to AOL and it’s Board:

April 10, 2012

AOL Inc.
770 Broadway
New York, N.Y. 10003
Attn: Members of the Board of Directors

To the Board of Directors,

Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 5.3 percent of the outstanding shares of AOL Inc. (“AOL” or “the Company”), making us one of the Company’s largest shareholders. As you know, since December 21, 2011, we have voiced, both publicly and privately, our strong belief that the Company is significantly undervalued and that opportunities exist to create value based on actions within the control of management and the Board of Directors (the “Board”).

We have been consistent in our view that AOL’s portfolio of intellectual property is non-core, extremely valuable, and should be monetized. On February 24, 2012, we sent a letter urging you to explore actions to monetize and unlock the value of AOL’s portfolio of more than 800 patents. We noted our belief that AOL’s patent portfolio could produce in excess of $1 billion of licensing income if appropriately harvested and monetized. On March 30, 2012, we wrote you a follow-up letter stressing that the Company should explore the monetization of the patent portfolio with a sense of urgency, and should carefully assess any asset sale or divestiture to ensure the most tax-efficient outcome.

We were pleased to read yesterday’s announcement that AOL has entered into a definitive agreement to sell more than 800 of its patents and their related patent applications to Microsoft Corporation (“Microsoft”) for aggregate proceeds of $1.056 billion in cash in a tax efficient manner. The Company will also grant Microsoft a non-exclusive license to its retained portfolio of more than 300 patents and patent applications covering categories including advertising, search, social networking, content generation/management and mapping, among others. We commend management and the Board for taking this meaningful first step in unlocking value for AOL shareholders.

However, the announced sale of the patents does little to address our serious concerns with the Company’s poor operating performance and substantial losses in the Display business. We estimate that AOL’s Display business is currently losing over $500 million per year, including $150 million in Patch alone. Patch is an unproven and, thus far, unsuccessful business model that is draining valuable resources from the Company. Unfortunately, to date, management and the Board have been unable to meaningfully improve profitability in the Display business and unwilling to consider alternative strategies to realize value from these assets. Conversely, recent public comments by management demonstrate that AOL remains committed to the status quo in its Display business – which we find unacceptable.

We believe when adjusted for the pro forma cash balance from the patent sale, AOL’s enterprise value is only $1.14 billion as of the closing stock price on April 9, 2012. AOL generated consolidated EBITDA of $387.5 million in fiscal 2011. When excluding losses from the Display business, we estimate EBITDA would have been $932.5 million in fiscal 2011. This implies that, after considering the material increase in stock price and pro forma increase in cash, AOL currently trades at 2.9x Enterprise Value / Consolidated EBITDA or 1.2x Enterprise Value / EBITDA (excluding Display losses). This valuation does not include any additional value for AOL’s Display properties, Company-owned real estate, or any further monetization of AOL’s remaining intellectual property. The underperforming Display business appears to be substantially weighing down AOL’s potential valuation.

Of additional concern is the potential future use of cash. Pro forma for the patent sale, we estimate that AOL will have approximately $1.43 billion of cash, or $15.35 per share. This represents more than half of the current market capitalization. AOL has a dismal track record of capital allocation, having spent $2.3 billion on acquisitions since 1999 and recording a goodwill impairment charge of approximately $1.4 billion during 2010 alone. Although management stated its intention to “return a significant portion of the proceeds to shareholders,” we do not understand why the Company would only return a “significant portion.” Why wouldn’t the Company simply return all of the proceeds? We remain concerned that shareholder capital will continue to be used for poorly conceived acquisitions and investments into money-losing initiatives like Patch and other Display properties.

Again, we applaud management and the Board for taking a big first step towards realizing the full value of AOL for the benefit of all shareholders. We desire nothing more than to continue to be constructive and helpful in ensuring that the best interests of all shareholders are represented on the Board. There remains a substantial opportunity to unlock shareholder value at AOL. The announced sale of AOL’s patents does not address the need for substantial improvement in the operating performance of the Company.

As such, we intend to promptly file preliminary proxy materials with the Securities and Exchange Commission for the election of directors to the AOL Board at the upcoming 2012 Annual Meeting. We remain willing to engage in a constructive dialogue regarding the qualifications of our nominees and a mutually agreeable resolution on board composition. We believe this would be in the best interests of all shareholders.

Best Regards,

Jeffrey C. Smith
Managing Member