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| Audible, Inc. |
| 65 Willowbrook Boulevard, Wayne, NJ 07470 * (973) 890-4070 |
| Business Description | The company is the leading provider of premium spoken audio content, such as audio versions of books and newspapers and radio programs, that is delivered over the Internet and can be played back on personal computers and hand-held electronic devices. |
| Offering Information Company has | |||
| Trading As | ADBL (NASNTL) | Industry | Internet (SIC 7375) |
| Type of Stock Offered | Common Shares | Filing Date | 04/23/1999 |
| Domestic Shares Offered | 4,000,000 | Offer Date | 07/15/1999 |
| Foreign Shares Offered | 0 | Filing Range | $8.00 - $10.00 |
| Company Shares | 4,000,000 | Offer Price | $9.00 |
| Selling Shrhldrs Shares | 0 | Gross Spread | $0.630 |
| Gross Proceeds | $36,000,000 | Selling | $0.380 |
| Expenses | - - | Reallowance | $0.100 |
| Post-IPO Shares | 25,003,265 | Employees | 14 |
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| CS First Boston | Lead Manager | (212) 325-2000 |
| J.P. Morgan & Co. | Co-manager | (212) 648-0517 |
| Volpe Brown Whelan & Company | Co-manager | (415) 274-4463 |
| Wit Capital Corporation | Co-manager | (212) 253-4400 |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | 3 Months Ending | ||||||
| Figures in U.S. millions except per share data | 12/31/1995 | 12/31/1996 | 12/31/1997 | 12/31/1998 | 03/31/1998 | 03/31/1999 | |
| Revenues | - | 0.000 | 0.000 | 0.060 | 0.376 | 0.120 | 0.315 |
| Income from Oper. | - | -0.049 | -3.536 | -8.073 | -8.076 | -1.838 | -1.529 |
| Net Income | - | -0.049 | -3.509 | -8.029 | -8.138 | -1.844 | -1.461 |
| E.P.S | - | -0.030 | -1.660 | -1.720 | -1.720 | -0.420 | -0.290 |
| Revenue Growth (%) | - | - | - | 526.667 | 162.50 | ||
| Net Income Growth (%) | - | - | - | - | - | ||
| Oper. Profit Margin (%) | - | - | - | - | - | - | - |
| Net Profit Margin (%) | - | - | - | - | - | - | - |
| Cash Flow - Oper. | -5.05 | -2.01 | -1.69 | ||||
| Cash Flow - Inv. | 0.00 | -0.02 | -0.10 | ||||
| Cash Flow - Fin. | 14.93 | 3.49 | 0.91 | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 03/31/1999 | Financial Ratios | ||||
| Total Assets | 10.99 | Current Assets | 10.38 | Current Ratio | 3.65 |
| Total Liab. | 3.22 | Current Liab. | 2.84 | Debt Ratio | 29.31% |
| Total Equity | 7.77 | Working Cap. | 7.54 | Debt to Equity Ratio | 0.41 |
| Cash | 9.65 | Return on Assets | - | ||
| Use Of Proceeds |
The proceeds from the proposed offering will be used for general corporate purposes, including increased marketing, acquisition and production of new audio content, obtaining and extending content and technology licensing arrangements, increasing personnel and increasing production and server system capabilities. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Piper & Marbury |
| Bank's Law Firm | Testa, Hurwitz & Thibeault |
| Auditor | KPMG LLC |
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| Industry Competition |
The market for the sale and delivery of spoken audio is highly competitive and rapidly changing. Principal competitive factors in the spoken audio market include: selection; price; speed of delivery; protection of intellectual property; timeliness; convenience; and sound quality. Although we believe that we currently compete favorably with respect to these factors, we cannot be sure that we can maintain our competitive position against current or new competitors, especially those with longer operating histories, greater name recognition and substantially greater financial, technical, marketing, management, service, support and other resources. We compete with (1) traditional and online retail stores, catalogs, clubs and libraries that sell, rent or loan audiobooks on cassette tape or compact disc, (2) Web sites that offer streaming access to spoken audio content using tools such as the RealPlayer or Windows Media Player and (3) other companies offering services similar to ours. Audiobooks on cassette tape or compact disc have been available from a variety of sources for a number of years. Traditional book stores, such as Borders and Barnes & Noble, and online book stores, such as barnesandnoble.com and Amazon.com, offer a variety of audiobooks. The AudioBook Club offers discounted audiobooks by mail order. Rental services, such as Books on Tape, offer low pricing for time-limited usage of audiobooks, and libraries loan a limited selection of audiobooks. One or more of these competitors might develop a competing electronic service for delivering audio content. Competition from Web sites that provide streaming audio content is intense and is expected to increase significantly in the future. Broadcast.com, which recently announced plans to be acquired by Yahoo|, and RealNetworks offer a wide selection of streaming audio content. These companies may compete directly with us by selling premium audio content for download. Audiohighway.com also offers downloaded digital audio content for playback on personal computers. Command Audio has announced plans to deliver audio content through FM radio frequency for mobile playback. 37 Our content providers and other media companies may choose to provide digital audio content directly to consumers. In addition, a small number of companies control primary or secondary access to a significant percentage of Internet users and therefore have a competitive advantage in marketing to those users. These providers could use or adapt their current technology, or could purchase technology, to provide a service directly competitive with the Audible service. Many of these companies have significantly greater brand recognition and financial, technical, marketing and other resources than we do. We also expect competition to intensify and the number of competitors to increase significantly in the future as technology advances provide alternative methods of delivering digital audio content through the Internet, satellite, wireless data, FM radio frequency or other means. |
| Principal Shareholders | ||
| Name of Shareholder | % Owned Before | % Owned After |
| Patricof group | 10.00 | 8.40 |
| Kleiner Perkins group | 9.60 | 8.10 |
| Microsoft Corporation | 9.40 | 7.90 |
| Ironwood Capital L.L.C. | 7.70 | 6.50 |
| AT&T; group | 7.30 | 6.10 |
| CPQ Holdings, Inc. | 5.40 | 4.50 |
| Note: represents ownership of 5% or more prior to the offering. | ||