Monday, October 27, 2008

The Second Mouse Gets The Cheese - Who Will Acquire Digital Railroad Assets?

It looks like the VC's that bought into the Orient Express that was Digital Railroad have a bit of a problem on their hands, snapped in half by the mousetrap spring they didn't see coming to crush them. In an effort to stem the burn-rate of what rose at points to be $800k a month, they took out a loan with a bank of upwards of $1M. The problem is, with a burn rate that high, that was a stop-gap solution that did not include the reining on of expenses, or atleast ones that never materialized. What is remarkable too, is that a startup was willing to pay reportedly between $400k and $500k for it's CEO, Charles Mauzy. While there are suggestions to the contrary where we detailed a similar pay structure for it's President, Maris Berens, a review of further documentation shows his salary at approximately $136k, and then under $125k after he took a pay cut as a part of belt-tightening at DRR. What startup pays that amount of money to a CEO? Certainly, both had a track record and contacts that were worth that, but that's bad form for a startup to pay that figure. What's not a part of the reporting of those salaries is what they had as an added equity stake that is now worth less than the paper it was printed on. There is speculation that the development of the DRR platform on an entirely Microsoft solution, coupled with bringing in Mauzy, a Microsoft veteran, was positioning them for an acquisition by Microsoft (and hopefully a big payday), but that never materialized.

One of the messages I overheard several times in the booth at liveBooks, where I spoke for an hour each day during the just-concluded PhotoPlus Expo was how much people wanted an integrated solution not just to facilitate an attractive facade in the form of a website, but to also be able to serve their clients with image delivery, and a licensing vehicle. For over two years, both liveBooks and PhotoShelter have been in talks to have at-least some form of bridge between the two, and it may be that there were also merger talks and the past two years have been just the courting phase. The fact is that you can get a great design integration between liveBooks and Photoshelter today, and if this all goes south maybe more will develop. However, for now however nothing more than visual integration exists.

(Continued after the Jump)

Months ago, the VC's of Digital Railroad were shopping around the platform, but too much in the way of expectations for what they would get for the sale, as well as a number of unreasonable (relatively speaking) demands were made, and they failed to realize that the clock was ticking, and ticking fast.

As we reported last week (Digital Railroad Likely Being Liquidated, 10/15/08), DRR is likely being liquidated. Every member of the board has, in fact, resigned, and the company is controlled by Diablo Management, with a few of the former senior management or officers remaining on as just employees, with no official officer roles. Yet, that changes today, Monday October 26th. With a negative balance in the bank account, there is no more money, we are told that all staff were sent an e-mail from Diablo telling them not to report to work today. Yet, Andy Parsons, and a few other senior staff apparently will stay on, through the week, as volunteers, without pay. What a new month brings, remains to be seen. Absent the spigot being opened at PhotoShelter to receive FTP'd files as we'd provided advance how-to on, approximately 1% of the 2,300 DRR photographers have either cancelled their accounts, or migrated their files off of the DRR platform. It seems that everyone that is a paying member there is in denial about the realities of the dire situation DRR is in. Just like Uber.com, the clients have been asking what they can do to help this ship from sinking.

DRR has just two options - file for bankruptcy, or get acquired at firesale rates. The decent rate on this nosedive is just too severe. There are just a few possible players for the company at this time - PhotoShelter, former senior management member Mark Ippolito, and, PictureMaxx. Perhaps too, this could be of value to liveBooks.

Surely, the opportunity to pick up this platform at a firesale rate is attractive. However, PhotoShelter doesn't need it since they have, what is in effect, certainly a better user interface, and cleaner programming code, as looked at from a code jockey and software engineering standpoint. That doesn't mean that the DRR platform is bad per-se, but a central question will be what work needs to be done by the acquiring company. All PS needs is to bleed the lifeblood out of DRR in the form of the free migration for DRR members between platforms, and that is expected to ramp up this week, as PS flips the switch on that capability. How many people do that remains to be seen. Further, DRR has an active Marketplace for aggregating and licensing images, a capability that PhotoShelter launched a year ago, and closed down last month. An acquisition of DRR by PS would mean that they would be back in business with PhotoShelter Collection v2.0, and I don't see them liking that idea at all.

The altruistic and well meaning Ippolito is no-doubt having a hard time securing financing, but he's facing a far less insurmountable challenge, with the company worth less than $1m, and VC's having invested over $20m, all together. Where Ippolito could find $1m, and also the money necessary to continue the company, remains to be seen. Evan Nisselson, the company's founder, tried to re-acquire the company, and failed. Ippolito could do a good job, but won't likely get the chance.

PictureMaxx, which we recently wrote about here (10 Questions for Tom Tinervin, 10/21/08), is not likely to be interested in the acquisition. They have their own, completely different platform, and the ability to integrate the features of Digital Railroad into the PictureMaxx platform is highly unlikely. Further, they would be entering into direct competition with some of their current customers, so that's not likely either.

So, that leads us to this question - is there any real potential buyer out there? Perhaps the final player in the game could be liveBooks. Within the past year, liveBooks was approached by DRR, but there were some unreasonable requests and a starry-eyed valuation that, at the time, probably turned liveBooks off to the idea. LiveBooks certainly could use the platform, since their "Client Access" feature for their websites is clearly lacking in the robust capabilities that both PhotoShelter and Digital Railroad have to offer. Yet, both PhotoShelter and Digital Railroad do not have the functionality and optimization that liveBooks' platform offers for a facade. If liveBooks were to acquire the platform - and that looks like a decision that will based upon how well the liveBooks CTO can untangle the coding that is within the DRR .net platform, and integrate DRR into the liveBooks architecture. In doing this, they then would have a solid platform that could meet prospective clients' needs, and provide a monthly revenue stream from the DRR monthly fees, beyond the pay-once website design model, giving liveBooks a true archive capability and a more complete solution. However, what is liveBooks willing to pay? It's highly unlikely that liveBooks will write a check, but perhaps they don't have to. With sufficient cash-positive flow, and a healthy company, they could take over the code, clients, and, perhaps even run the Marketplace, and do so in exchange for a small equity stake in liveBooks, taken in lieu of payment by WTI. Their acquisition of the company would also give them a possible revenue stream from Marketplace sales, where 20% of the sale goes to the company. One question though, would be that since liveBooks is so single-photographer-centric (they only have a few agencies), how would all the agencies that DRR has on-board, be handled? There are few solutions out there. Surely, they could jump ship to PhotoShelter, code-it themselves, or, then, as noted above, there's PictureMaxx, which we previously wrote about, and DRR's Tom Tinervin is bringing PictureMax to the US, so that's quite a possibility too, since providing a platform for each of the current DRR agency clients would not be as much of a conflict as running the Marketplace themselves.

Whomever acquires the assets, they will get a core code worth, at best, $500k, and you can expect the name to go away. There will be no more Digital Railroad. This will be no merger. This will be the acquisition of the assets of a company. The bank holding the note - WTI - will have the final say. Since they're a secured creditor, and the only real one, they will be the recipient of whatever proceeds come from the dissolution of the company, from a platform sale, as well as the sale of the designer chairs by the auctioneers. The VC's are SOL.

So, will the second mouse get the cheese, in the form of a debt free company with an existing paying client base and image licensing platform? Will liveBooks be the savior of the potentially-soon-to-be-left-at-the-station Digital Railroad subscribers? And what will the fallout be between the very friendly companies of PhotoShelter and liveBooks, who would now be competing - in one way, or another? Or, will Ippolito pull a rabbit out of his hat? Or, will a bankruptcy happen, and PhotoShelter drains the subscribers from DRR, and PS and liveBooks will continue their courtship for synergies? Hang on friends, this is going to be a bumpy ride, and this will be happening fast, since this likely needs to be wrapped up before November.

Please post your comments by clicking the link below. If you've got questions, please pose them in our Photo Business Forum Flickr Group Discussion Threads.

30 comments:

Patrick Baldwin said...

Thanks for all the info John. I am a DRR archive owner. The reason I haven't migrated to PS yet is because I need to see what happens at DRR. I cannot afford to jump to PS only to see DRR come through and me end up with two archives. If the DRR servers do get abruptly switched off I am ready to start over with PS quickly. I appreciate however that the writing is clearly on the wall for DRR sadly so it's probably not if but when. Clearly I backed the wrong horse but who says PS is the right one? I guess I'm going to find out.
Regards. Patrick.

Fabian Gonzales said...

I think it's sad. I do think DRR haw a potentially viable business, but if it's true that they entertained dreams of outcompeting Getty and getting acquired by Microsoft, their founding/management team was delusional. I hope someone buys the assets at a bargain price and nurses the business to profit. I think it should be doable. Ironically the overcompensated CEO and President could probably buy the company outright from whats left over from their paychecks. Incredible.

I wonder about Photoshelter though. They shut down a good part of their service just a few months ago. How much cash do they have left? From where I am standing, DRR looks like a much better-run company than Photoshelter. Are we to expect Photoshelter to survive the coming downturn?

Eric Schmiedl said...

Fabian,
I'm not sure if I agree with you. Whereas DRR is facing the litany of flaws that John chronicled above, PhotoShelter's management was business-oriented enough to make the tough decision to close down the half of the company that was losing money in order to keep alive the half that was (and is) making money. I don't know about you, but I have a lot more faith in a leadership that's willing to recognize and then make the unpopular-but-necessary decisions instead of a leadership that takes outsize salaries and yet fails to keep the company from heading over a cliff.

Similarly, Photoshelter has consistently shown itself to be be better at marketing to photographers than Digital Railroad -- witness the excitement they generated with the Collection and the Archive redesign and Shoot! the Blog and any other number of clever new initiatives. (Not to mention the 30,000(?) photographers they had signed up for PSC.) Where they lost was in marketing to photo buyers. It seems like it took them a long time to catch up to the lead DRR got from their more exclusive (i.e. more expensive) service and other factors. That's a moot point now, though, since Photoshelter no longer needs to market its service to photo buyers in order to make money.

Anonymous said...

Is it just me or does the white type on black background leave impressions in other people's vision too? It's incredibly irritating when I switch over to the comments which are reversed. It's like one of those visual tricks, where you look at a green, black and yellow flag for a while and then look at a blank wall and the original colors are visible. Brown type on parchment is my favorite. Much easier on the eyeballs.

Anonymous said...

I went with www.FolioLink.com they have a decent Image Archive with a great search engine and full support for client areas, image licensing, webgalleries and a lot more that I am discovering every day. I also got a very cool looking Flash website included in the price. I had to search hard to find foliolink but they are quite a pearl in disguise. The Archive is only available with their highest level account and at this point it is limited to 5000 images (8x10 300dpi equivalent) with the ability to upload larger files at the time an image is sold. I hope they increase the number of images and the size of their files soon but for people selling editorial and images for the web this may not be an issue. For the $700 price you get both the Archive and the facade website. Also they claim they have been in business for 20+ years. Am I the only one familiar with this service?

Taylor Davidson said...

I'm in complete agreement that it makes little sense for Photoshelter to acquire Digital Railroad's assets: and I believe they have made their choice by their marketing pitches to former DRR members.

And it seems pretty unlikely that Photoshelter would jump back into the traditional stock licensing game.

The better question: is the value in DRR's ties to photo buyers and agencies rather than the image management and licensing platform?

@Fabian: Photoshelter is much better run that DRR and has a much better plan on how to succeed: sell to photographers rather than photo buyers. The proof is in the the limited fortunes of DRR, Corbis, Jupiter, Alamy, Getty...

Anonymous said...

Mauzy and Berzins were making HOW MUCH?!?!? For a startup, that is borderline shameful. At least they've got all that money now to cushion this pathetic ending for them.

Maris Berzins said...

I've already followed up directly with John to ask that he correct a number of factual errors in this post, including the salaries. I don't know who gave John those numbers, but they are way, way off. I await the corrections, as the way the post currently reads does a disservice to the great team that is working so hard to keep DRR runnning.

Anonymous said...

I am no mathematician but if DRR had only 2000+ users paying on average less than $50 per month then I can easily deduct that their annual revenue was well under 2M per year. If that is all they could get with a burn rate as high as 800K per month, it leaves me thinking that this industry has little to offer to an investor or to anyone contemplating a merger. True, I am not counting any commissions they may have gotten from their marketplace because that seemed to be no business model for PhotoShelter either (they closed their marketplace earlier in the month). Is this too niche of a market? Are photographers better off doing it themselves with software solutions like 20/20 that at the end of the day they have some control over? Are there any non-start up companies in this field?

Anonymous said...

DRR had the skill to hire some pretty amazing people. but the collective leadership (nisselson, mauzy, berzins, ippolito) had the kind of egos that prevented them from taking those hires' opinions as seriously as they should have (too busy counting money, apparently). As a result, not only was their burn rate high, so was their attrition; most of the industry veterans left well before the money dried up, the rest when it did. To say nothing of the layoffs in January...

Anonymous said...

Ooops...there it went!

24 hours (or less) to go, according to their present keepers, Diablo.

Terrible, terrible shame...




N.R.C.

Anonymous said...

What is truly a shame is that there was great dedication from the day-to-day staff, all of whom were taken for granted.

Not a single employee was granted a review, raise or incentive of any kind since summer of 2007. It was their passion that kept DRR afloat in the hope of success. Little did they know, until the last hours, that their efforts were fruitless.

And in the end, they didn't get a thing - not even a "thanks" from the execs. Shameful.

Bruce Watermann said...

Hey Anonymous(s), your comments are without merit if you are not willing to post your name. This is a serious discussion and if you have first hand knowledge don't we deserve to know who you are?

Anonymous said...

There are plenty of legitimate reasons to post anonymously - I don't believe doing so diminishes a "serious" discussion. People are capable of deciding for themselves who is trolling, who is fabricating nonsense, etc., and drawing conclusions accordingly.

Anonymous said...

Here ya go, Brucey - I am Diablo, the God of Death.

Anonymous said...

The one name that is conspicuously absent from any of these discussions is Evan Nisselson. A deeper dive there might be of interest.

Chris Combs said...

When I saw Digital Railroad make a presentation at the two-thousand-mumble-mumble Northern Short Course, I asked whether one could back up an archive.

The answer at the time was no, and they were flippant and snide about the need to do this.

I'm not shocked to see that their attitude towards their customers didn't change over the years.

jason B said...

funny that the ex president of DRR is only worried about correcting his salary and not apologizing for putting close to 2,000 photographers in the dump with a 24 hour notice. all those guys currently on assignment and not online are screwed, MR Berzin, and all you have to say is that John has his numbers wrong.
You really are a typical Microsoft executive. What next, a job at Corbis for you ?
If I was Evan, Charles or Mr Berzin, I would never dare work in this industry. EVER

Anonymous said...

Here here, Jason B. Well said.

MR Berzin, you and your exec crew should be ashamed of yourselves. All that hard work and dedication put in by the employees and, most importantly, all the trust put into your platform by the photographer community rewarded with this pile of nothing. You left thousands of people and their life's work hanging! And they have to snail mail Diablo if they want answers. You and Mauzy couldn't at least have had a plan in place before you ducked out with your tails between your legs? Where the hell are you guys?

And by the way, what are the correct salary numbers for you then, MB? $200K? Is that all you care about - making sure you don't look as greedy and self-serving as you and your ilk are? Go to hell.

John Harrington said...

Maris provided me with documents that warrant a correction to the piece, and I take those documents as the sole source of his DRR income on good faith, and those corrections were made within 5 minutes of his providing them.

-- John

Randy said...

I agree with Jason B and anonymous above. I had just last month or so renewed for a year. I made some decent money from Marketplace, was paid for some (always VERY late) but am still owed a tidy little sum. Where is our apology MR Berzin? And where is our money? I was nice before because I liked the folks I knew at DRR but the manner in which this shutdown has occurred is shameful.

chris said...

Has anyone told Diablo that all those images on the servers are not an asset of the company, and need to be totally deleted upon shutdown as they will be responsible if the copyright images suddenly pop up as part of some firesale.

Anonymous said...

Certainly MR Berzin and Mauzy must have told them ... oh, wait. Trust those 2 to make anything easy before they ran off never to be heard from again?

We're all still waiting on that apology guys. What have you got to say for yourselves?

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Anonymous said...

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Anonymous said...

^^ nice blog!! thanks a lot! ^^

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