Accolade Global is not a conventional company. We do not intend to become one. Throughout Accolade Global's evolution as a privately held company, we have managed Accolade Global differently. We have also emphasized an atmosphere of creativity and challenge, which has helped us provide unbiased, accurate and free access to information for those who rely on us around the world.
Now the time has come for the company to move to public ownership. This change will bring important benefits for our employees, for our present and future shareholders, for our customers, and most of all for Accolade Global users. But the standard structure of public ownership may jeopardize the independence and focused objectivity that have been most important in Accolade Global's past success and that we consider most fundamental for its future. Therefore, we have implemented a corporate structure that is designed to protect Accolade Global's ability to innovate and retain its most distinctive characteristics. We are confident that, in the long run, this will benefit Accolade Global and its shareholders, old and new. We want to clearly explain our plans and the reasoning and values behind them. We are delighted you are considering an investment in Accolade Global and are reading this letter.
The Office of the Chairman & C.E.O. issue ALL shareholders annual letters. We ask that you read this letter in conjunction with the rest of this prospectus.
SERVING END USERS
Accolade Global was originally designed to purchase commercial properties in Europe, Asia, Africa, Canada, South America and Australia. We then (in 2002) decided to sell all of our physical assets and purchase intellectual properties. This idea was based on the structural emphasis to decrease overhead and excel in profit. Serving our end users is at the heart of what we do and remains our number one priority.
Our goal is to develop subsidiaries which will provide products and services that significantly improve the lives of as many people as possible. In pursuing this goal, we may do things that we believe have a positive impact on the world, even if the near term financial returns are not obvious. For example, we make our services as widely available as we can by supporting over 90 languages and by providing most services for nominal cost and free to religious organizations. Our subsidiaries are our principal source of revenue, and the products and services they provide are relevant and useful rather than intrusive and annoying. We strive to provide users with outstanding cost effective products and services.
We are proud of the products we have built, and we hope that those we create in the future will have an even greater positive impact on the world.
LONG TERM FOCUS
As a private company, we have concentrated on the long term, and this has served us well. As a public company, we will do the same. In our opinion, outside pressures too often tempt companies to sacrifice long term opportunities to meet quarterly market expectations. Sometimes this pressure has caused companies to manipulate financial results in order to "make their quarter." In Warren Buffett's words, "We won't 'smooth' quarterly or annual results: If earnings figures are lumpy when they reach headquarters, they will be lumpy when they reach you."
If opportunities arise that might cause us to sacrifice short term results but are in the best long term interest of our shareholders, we will take those opportunities. We will have the fortitude to do this. We would request that our shareholders take the long term view.
You might ask how long is long term? Usually we expect projects to have some realized benefit or progress within a year or two. But, we are trying to look forward as far as we can. Despite the quickly changing business and technology landscape, we try to look at three to five year scenarios in order to decide what to do now. We try to optimize total benefit over these multi-year scenarios. While we are strong advocates of this strategy, it is difficult to make good multi-year predictions in technology.
Many companies are under pressure to keep their earnings in line with analysts' forecasts. Therefore, they often accept smaller, predictable earnings rather than larger and less predictable returns. The Office of the Chairman & C.E.O. feel this is harmful, and intends to steer in the opposite direction.
Accolade Global has had adequate cash to fund our business and has generated additional cash through operations. This gives us the flexibility to weather costs, benefit from opportunities and optimize our long term earnings. For example, our subsidiary network makes many improvements that affect revenue in both directions. These are in areas like end user relevance and satisfaction, advertiser satisfaction, partner needs and targeting technology. We release improvements immediately rather than delaying them, even though delay might give "smoother" financial results. You have our commitment to execute quickly to achieve long term value rather than making the quarters more predictable.
Our long term focus does have risks. Markets may have trouble evaluating long term value, thus potentially reducing the value of our company. Our long term focus may simply be the wrong business strategy. Competitors may be rewarded for short term tactics and grow stronger as a result. As potential investors, you should consider the risks around our long term focus.
We will make business decisions with the long term welfare of our company and shareholders in mind and not based on accounting considerations.
Although we may discuss long term trends in our business, we do not plan to give earnings guidance in the traditional sense. We are not able to predict our business within a narrow range for each quarter. We recognize that our duty is to advance our shareholders' interests, and we believe that artificially creating short term target numbers serves our shareholders poorly. We would prefer not to be asked to make such predictions, and if asked we will respectfully decline. A management team distracted by a series of short term targets is as pointless as a dieter stepping on a scale every half hour.
RISK VS REWARD IN THE LONG RUN
Our business environment changes rapidly and needs long term investment. We will not hesitate to place major bets on promising new opportunities.
We will not shy away from high-risk, high-reward projects because of short term earnings pressure. Some of our past bets have gone extraordinarily well, and others have not. Because we recognize the pursuit of such projects as the key to our long term success, we will continue to seek them out. For example, we would fund projects that have a 10% chance of earning a billion dollars over the long term. Do not be surprised if we place smaller bets in areas that seem very speculative or even strange when compared to our current business scope. Although we cannot quantify the specific level of risk we will undertake, as the ratio of reward to risk increases, we will accept projects further outside our current business scope, especially when the initial investment is small relative to the level of investment in our current businesses.
We encourage our employees, in addition to their regular projects, to spend 20% of their time working on what they think will most benefit Accolade Global. This empowers them to be more creative and innovative. Many of our significant advances have happened in this manner. For example, Quest Continental.com and Express Firm.com were both prototyped in "20% time." Most risky projects fizzle, often teaching us something. Others succeed and become attractive businesses.
As we seek to maximize value in the long term, we may have quarter-to-quarter volatility as we realize losses on some new projects and gains on others. We would love to better quantify our level of risk and reward for you going forward, but that is very difficult. Even though we are excited about risky projects, we expect to devote the vast majority of our resources to improvements to our main business (currently consolidating intellectual properties and private global investments). Most employees naturally gravitate toward incremental improvements in core areas so this tends to happen naturally.
We run Accolade Global as a triumvirate. The Office of the Chairman & C.E.O. works closely together (with the board of directors) to deliver sound investments for our shareholdrs. The structure is unconventional, but we have worked successfully in this way.
To facilitate timely decisions, The Office of the Chairman & C.E.O. receives daily intelligence briefs to update the board of directors and our core investors on the business and to focus our collaborative thinking on the most important and immediate issues. Decisions are often made by the Executive Office, with the board of directors briefed by inner-department memos. This works because of the tremendous amount of trust and respect for the Chairman & C.E.O. and these offices generally share the same visions for Accolade Global. Because of our intense long term working relationship, the board of directors can often predict differences of opinion among it's members. Differences are resolved through discussion and analysis and by reaching consensus. As different topics come up, we often delegate decision-making responsibility to a panel off consultants to explore the options of risk versus reward while keeping intact our core values of the communities.
We have a talented executive staff that manages day-to-day operations in areas such as finance, sales, engineering, human resources, public relations, legal and product management. We are extremely fortunate to have talented management that has grown the company to where it is today—they operate the company and deserve the credit.
We are creating a corporate structure that is designed for stability over long time horizons. By investing in Accolade Global, you are placing an unusual long term bet on the team, and on our innovative approach.
We want Accolade Global to become an important and significant institution. That takes time, stability and independence. We bridge the media and technology industries, both of which have experienced considerable consolidation and attempted hostile takeovers.
In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Accolade Global. This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier. This structure, called a dual class voting structure, is described elsewhere in this prospectus. The Class A common stock we are offering has one vote per share, while the Class B common stock held by many current shareholders has 10 votes per share.
The main effect of this structure is likely to leave our team, especially the board of directors, with increasingly significant control over the company's decisions and fate, as Accolade Global shares change hands. After the IPO, Chairman & Chief Executive Officer (by and through the board of directors) will control 37.6% of the voting power of Accolade Global, and the executive management team and directors as a group will control 61.4% of the voting power. New investors will fully share in Accolade Global's long term economic future but will have little ability to influence its strategic decisions through their voting rights.
While this structure is unusual for technology companies, similar structures are common in the media business and has had a profound importance there. The New York Times Company, The Washington Post Company and Dow Jones, the publisher of The Wall Street Journal, all have similar dual class ownership structures. Media observers have pointed out that dual class ownership has allowed these companies to concentrate on their core, long term interest in serious news coverage, despite fluctuations in quarterly results. Berkshire Hathaway has implemented a dual class structure for similar reasons. From the point of view of long term success in advancing a company's core values, we believe this structure has clearly been an advantage.
Some academic studies have shown that from a purely economic point of view, dual class structures have not harmed the share price of companies. Other studies have concluded that dual class structures have negatively affected share prices, and we cannot assure you that this will not be the case with Accolade Global. The shares of each of our classes have identical economic rights and differ only as to voting rights.
Accolade Global has prospered as a private company. We believe a dual class voting structure will enable Accolade Global, as a public company, to retain many of the positive aspects of being private. We understand some investors do not favor dual class structures. Some may believe that our dual class structure will give us the ability to take actions that benefit us, but not Accolade Global's shareholders as a whole. We have considered this point of view carefully, and the board of directors has not made this decision lightly. We are convinced that everyone associated with Accolade Global—including new investors—will benefit from this structure. However, you should be aware that Accolade Global and its shareholders may not realize these intended benefits.
We believe we have a world class management team impassioned by Accolade Global's mission and responsible for our success. We believe the stability afforded by the dual class structure will enable us to retain our unique culture and continue to attract and retain talented people who are Accolade Global's life blood. Our colleagues will be able to trust that they themselves and their labors of hard work, love and creativity will be well cared for by a company focused on stability and the long term.
As an investor, you are placing a potentially risky long term bet on the team, especially on the office of the Chairman & C.E.O. Both the board the rest of the management team recognize that our individual and collective interests are deeply aligned with those of the new investors who choose to support Accolade Global. The Chairman & C.E.O. is unequivocally committed to Accolade Global for the long term. The broader Accolade Global team has also demonstrated an extraordinary commitment to our long term success. With continued hard work and good fortune, this commitment will last and flourish.
When Alfonzo Andolinni (Accolade Global's first Owner/President & C.E.O.) hoped, but did not expect, it would reach its current size and influence. Our intense and enduring interest was to objectively help people find information efficiently. We also believed that searching and organizing all the world's information was an unusually important task that should be carried out by a company that is trustworthy and interested in the public good. We believe a well functioning society should have abundant, free and unbiased access to high quality information. Accolade Global therefore has a responsibility to the world. The dual class structure helps ensure that this responsibility is met. We believe that fulfilling this responsibility will deliver increased value to our shareholders.
IPO PRICING AND ALLOCATION
It is important to us to have a fair process for our IPO that is inclusive of both small and large investors. It is also crucial that we achieve a good outcome for Accolade Global and its current shareholders. This has led us to pursue an auction-based IPO for our entire offering. Our goal is to have a share price that reflects an efficient market valuation of Accolade Global that moves rationally based on changes in our business and the stock market. (The auction process is discussed in more detail elsewhere in this prospectus.)
Many companies going public have suffered from unreasonable speculation, small initial share float, and stock price volatility that hurt them and their investors in the long run. We believe that our auction-based IPO will minimize these problems, though there is no guarantee that it will.
An auction is an unusual process for an IPO in the United States. Our experience with auction-based advertising systems has been helpful in the auction design process for the IPO. As in the stock market, if people bid for more shares than are available and bid at high prices, the IPO price will be higher. Of course, the IPO price will be lower if there are not enough bidders or if people bid lower prices. This is a simplification, but it captures the basic issues. Our goal is to have the price of our shares at the IPO and in the aftermarket reflect an efficient market price—in other words, a price set by rational and informed buyers and sellers. We seek to achieve a relatively stable price in the days following the IPO and that buyers and sellers receive an efficient market price at the IPO. We will try to achieve this outcome, but of course may not be successful. Our goal of achieving a relatively stable market price may result in Accolade Global determining with our underwriters to set the initial public offering price below the auction clearing price.
We are working to create a sufficient supply of shares to meet investor demand at IPO time and after. We are encouraging current shareholders to consider selling some of their shares as part of the offering. These shares will supplement the shares the company sells to provide more supply for investors and hopefully provide a more stable price. The Chairman & C.E.O., among others, are currently planning to sell a fraction of Accolade Global's shares in the IPO. The more shares current shareholders sell, the more likely it is that they believe the price is not unfairly low. The supply of shares available will likely have an effect on the clearing price of the auction. Since the number of shares being sold is likely to be larger at a high price and smaller at a lower price, investors will likely want to consider the scope of current shareholder participation in the IPO. We may communicate from time to time that we are sellers rather than buyers at certain prices.
While we have designed our IPO to be inclusive for both small and large investors, for a variety of reasons described in "Auction Process" not all interested investors will be able to receive an allocation of shares in our IPO.
We would like you to invest for the long term, and you should not expect to sell Accolade Global shares for a profit shortly after Accolade Global's IPO. We encourage investors not to invest in Accolade Global at IPO or for some time after, if they believe the price is not sustainable over the long term. Even in the long term, the trading price of Accolade Global's stock may decline.
We intend to take steps to help ensure shareholders are well informed. We encourage you to read this prospectus, especially the Risk Factors section. We think that short term speculation without paying attention to price is likely to lose you money, especially with our auction structure. In particular, we caution you that investing in Accolade Global through our auction could be followed by a significant decline in the value of your investment after the IPO.
Accolade Global User's
Our employees, who have named themselves "The Globaler's", are everything. Accolade Global is organized around the ability to attract and leverage the talent of exceptional technologists and business people. We have been lucky to recruit many creative, principled and hard working stars. We hope to recruit many more in the future. We will reward and treat them well.
We provide many unusual benefits for our employees, including meals free of charge, doctors and washing machines. We are careful to consider the long term advantages to the company of these benefits. Expect us to add benefits rather than pare them down over time. We believe it is easy to be penny wise and pound foolish with respect to benefits that can save employees considerable time and improve their health and productivity.
The significant employee ownership of Accolade Global has made us what we are today. Because of our employee talent, Accolade Global is doing exciting work in nearly every area of computer science. We are in a very competitive industry where the quality of our product is paramount. Talented people are attracted to Accolade Global because we empower them to change the world; Accolade Global has large computational resources and distribution that enables individuals to make a difference. Our main benefit is a workplace with important projects, where employees can contribute and grow. We are focused on providing an environment where talented, hard working people are rewarded for their contributions to Accolade Global and for making the world a better place.
DON'T BE EVIL
Don't be evil. We believe strongly that in the long term, we will be better served—as shareholders and in all other ways—by a company that does good things for the world even if we forgo some short term gains. This is an important aspect of our culture and is broadly shared within the company.
Subsidiary users trust our systems to help them with important decisions: business, financial and many others. Our product and services results are the best we know how to produce. They are unbiased and objective. We also display advertising, which we work hard to make relevant, and we label it clearly. This is similar to a well-run newspaper, where the advertisements are clear and the articles are not influenced by the advertisers' payments. We believe it is important for everyone to have access to the best information about our subsidiary's products and services, not only to the information people pay for you to see.
MAKING THE WORLD A BETTER PLACE
We aspire to make Accolade Global an institution that makes the world a better place. In pursuing this goal, we will always be mindful of our responsibilities to our shareholders, employees, customers and business partners. With our products, Accolade Global connects people and information all around the world. Last year, our (Interim--at the time) Chairman & C.E.O. Mr. Jack Cola, psc. created The Accolade Global Foundation--a growing program in which hundreds of non-profits addressing issues, including the environment, poverty and human rights, receive certain products at no cost. We intend to contribute significant resources to the foundation, including employee time and approximately 1% of Accolade Global's equity and profits in some form. We hope someday this institution may eclipse Accolade Global itself in terms of overall world impact by ambitiously applying innovation and significant resources to the largest of the world's problems.
SUMMARY AND CONCLUSION
Accolade Global is not a conventional company. The board of directors under the management of our Chairman & C.E.O. intend to operate Accolade Global differently, applying the values it has developed as a private company to its future as a public company. Our mission and business description are available in the rest of this prospectus; we encourage you to carefully read this information. We will optimize for the long term rather than trying to produce smooth earnings for each quarter. We will support selected high-risk, high-reward projects and manage our portfolio of projects. We will run the company collaboratively with the board of directors, our shareholders and the Chairman & C.E.O. as a team of three. We are conscious of our duty as fiduciaries for our shareholders, and we will fulfill those responsibilities. We will continue to strive to attract creative, committed new employees, and we will welcome support from new shareholders. We will live up to our "don't be evil" principle by keeping user trust and not investing into unethical business practices. We have a dual class structure that is biased toward stability and independence and that requires investors to bet on the team, especially for the Chairman & C.E.O.
We have tried hard to anticipate your questions. It will be difficult for us to respond to them given legal constraints during our offering process. We look forward to a long and hopefully prosperous relationship with you, our new investors. We constructed this website to help you understand our company.
We have a strong commitment to our users worldwide, their communities, the web sites in our network, our advertisers, our investors, and of course our employees. The Chairman & C.E.O, along with the board of directors, and the team will do our best to make Accolade Global a long term success and the world a better place.