Source Interlink Companies, Inc. Business Information, Profile, and History

Company Perspectives:

No other company that we know of has seen or tried to capitalize on t he opportunity to build a new model for selling the family entertainm ent category at mass market retail, until now. No other company can b uild and install attractive fixtures and procure promotional advertis ing to draw attention to them, get product to almost any zip code in a timely way and replenish it quickly, provide field level service at the point of purchase to optimize product placement and sales, manag e rebate and fulfillment operations on a fully outsourced basis, and then support all of that with information services that tell retailer s--and content producers--what is selling and why. In the past year-p lus, we have built the structure, developed the critical mass, and ob tained the financial wherewithal to in effect reinvent the magazine d istribution industry, and then expand it to a new category of family entertainment merchandising and marketing. As we sit here today, we b elieve the actions we have taken to address this opportunity signal " game over" to the old fashioned way of doing business.

History of Source Interlink Companies, Inc.

Source Interlink Companies, Inc. distributes magazines, CDs, DVDs, an d assorted other merchandise to retailers including Kmart, Borders, K roger, and Walgreens; processes magazine rebate claims and manages sa les data for retailers and publishers; designs and makes display unit s for stores; and provides related services. Two of the firm's larges t clients are Barnes & Noble and Borders, each of which accounts for more than a quarter of revenues. Founder S. Leslie Flegel serves as chairman and CEO of the publicly traded firm, which has grown rapi dly through acquisitions.

Early Years

The beginnings of Source Interlink date to 1995, when two Missouri-ba sed companies that provided magazine rebate services to retailers mer ged to form a single entity. Display Information Systems Co. was owne d and run by S. Leslie Flegel, and Periodical Marketing and Managemen t, Inc. was operated by William H. Lee. Flegel would take the titles of CEO and board chairman of the new firm, with Lee serving as its ch ief administrative officer. The St. Louis-based company soon became p ublicly traded after a reverse merger with a dormant Montana outfit c alled Garner Investments, taking the name Source Information Manageme nt Co.

Source's income came from relieving store owners of the often-complic ated process of obtaining magazine sales rebates from publishers. Beg inning in the 1950s, publishers had tried to gain better visibility f or their offerings by giving retailers financial incentives, which we re paid as a percentage of actual sales. The vast number of different publishers and rebate offers involved made for a large amount of pap erwork, and many retailers did not collect what was due them. By the 1970s companies such as those owned by Flegel and Lee had sprung up a round the country to take over the work of tallying sales and collect ing checks, receiving a percentage of the proceeds for their efforts. As this brought retailers more rebate money, they began paying close r attention to magazines, which served to boost sales and bring more revenues for all concerned. More attention also was given to other pr oducts sold in checkout lanes (dubbed the "front end" of a store in t he industry), which were typically items purchased on impulse such as candy, film, and batteries.

Source gave retailers two options for payment, one being to wait for checks to be issued directly by publishers, and the Advance Payment P rogram, in which the firm advanced retailers the money for a slightly larger commission. The company soon began acquiring competitors, inc luding Dixon's Modern Marketing Concepts and Tri-State Stores of Chic ago Heights, Illinois, in 1995, and in 1996 Magazine Marketing and Re aders Choice of Ohio. In October of that year the firm also launched the Periodical Information Network (PIN), which sold sales informatio n to magazine publishers.

The company initially had sold items including greeting cards and cap s to retailers, but now de-emphasized this to concentrate exclusively on rebate processing. By early 1997 the firm was handling the proces sing and collection of incentive payments for approximately 6,000 mag azine titles at more than 700 retail chains with close to 70,000 stor es. In its second year of operation, Source recorded annual revenues of $7.3 million and a loss of $603,000.

Acquisitions continued in May 1997 with the purchase of Mike Kessler and Associates of New Jersey, and in July the company broadened its r each by taking over management of the front-end display area for reta il giant Kmart. The firm subsequently formed a consulting unit called the Display Group, which assisted retailers in placing magazine disp lay racks and selecting titles for local markets. By the end of 1997 this division was contributing 13 percent of revenues. The firm's cus tomers now included a host of major names including Wal-Mart, Target, Food Lion, W.H. Smith, and Southland 7-Eleven.

In June 1998 the company's stock moved from the NASDAQ SmallCap Marke t to the National Market exchange. Shortly afterward an additional tw o million shares of stock were sold, a quarter of which came from exi sting shareholders. Funds would be used for various purposes, includi ng acquisitions and expanding the Advance Pay Program, which required a sizable pool of money to pay retailers up front before checks from publishers arrived. Also during the summer, the company acquired Per iodical Concepts, a Texas-based magazine rebate firm.

In November Source entered yet another new business area with the pur chase of Chestnut Display Systems of Florida and MYCO, Inc. of Rockfo rd, Illinois, for a total of $21 million in cash and stock. Both firms made display fixtures for stores. A short time later fixture ma kers Yeager Industries of Philadelphia and Brand Manufacturing Corp. of New York were purchased, along with Brand affiliates Vail Salvage Co. and T.C.E. Corp., a fixture scrap company and trucking firm, resp ectively. The deals brought Source a number of new clients, including Ahold USA, Kroger, and Winn Dixie. Revenues for the fiscal year, whi ch ended January 31, 1999, were $21.1 million, and net income rea ched $3.9 million.

Launching ICN in 1999

In early 1999 Source introduced a new web-based subscription service called Interactive Communication Network (ICN), which offered magazin e publishers data about chains' magazine rack sales and their purchas ing policies. Retailers were allowed free information about publisher s' latest incentive programs and could respond to them online. Early subscribers included Time Distribution Services, Ziff Davis, and Wenn er Publications, with retail users including Kmart, Rite-Aid, and Wal greens. Source later expanded the service to cover other checkout lan e staples and signed on candy maker Nestlé, battery manufactur er Rayovac, and others. The system helped simplify the process of upd ating magazine pricing information for retailers, who might receive m ore than 100 price changes per week via fax, phone, or sales represen tative visit.

Source was now expanding its presence north of the border by purchasi ng Canadian magazine rebate firm Promark and fixture maker Aaron Wire and Metal Products, Ltd. for a combined total of $3 million. The company now employed nearly 500, and had approximately 80 percent of the magazine rebate business in the United States. It was serving 1, 000 retail chains with 100,000 stores, and handling 7,000 titles.

Acquisitions continued in the fall of 1999 with the purchase of Huck Store Fixture Co. and Arrowood, Inc., both makers of wooden store dis play fixtures. Huck, the larger of the two, had revenues of $18.8 million and clients that included Kmart and Borders. By year's end d isplay manufacturing accounted for more than three-fourths of the fir m's revenues.

The year 2000 saw the company busy signing on new users for its ICN s ervice, such as Hachette Filipacchi, while it expanded ICN's data sou rcing to include figures from Efficient Market Services and, later, B arnes & Noble. The company's fixtures unit also was working on ma jor orders from Kmart, Home Depot, and Wal-Mart, for which it would b uild front-end displays for the North American stores. During the yea r Fortune magazine named Source the fifth fastest-growing comp any in the United States.

Purchase of Interlink in 2001

In the spring of 2001 the company entered the business of magazine di stribution with the acquisition of The Interlink Companies, Inc., whi ch operated through subsidiaries International Periodical Distributor s, Inc. (IPD), and Deyco. IPD was a leading distributor to bookstore chains and independent retailers, offering 6,000 titles to more than 5,000 stores, including Borders, B. Dalton, Waldenbooks, and Barnes & amp; Noble. Deyco contracted with printers to drop-ship magazines dir ectly to wholesalers. Total annual revenues for the pair were $21 7 million, and the acquisition nearly quadrupled Source in size. The merger would increase the efficiency of IPD and Deyco (which had both been losing money) by using point-of-sale information from ICN to re duce the number of unsold magazines returned to publishers, which was sometimes half of the total printed.

The year 2001 also saw Source execute a $25.3 million sale/leaseb ack transaction with Bentley Forbes Group for five manufacturing and office properties, the proceeds of which would be used to reduce debt . The company's ICN unit signed a five-year agreement with A.C. Niels en to use that firm's retail sales scan data during the year, as well . On a tragic note, company cofounder William Lee died in February at the age of 50.

For the fiscal year ending in January 2002 the firm had sales of $ ;238 million, up dramatically from $91.7 million the year before, but also recorded a loss of $73.4 million. The flood of red ink was attributed to a reduction in the goodwill valuation of the Huck a nd Interlink companies to zero ($78.1 million below previous year s' figures), which had been done in accordance with new accounting ru les. Magazine distribution accounted for 66 percent of revenues, with in-store services making up 27 percent and manufacturing falling to 7.5 percent.

The year 2002 saw the firm boost its presence in the magazine import/ export business by signing agreements to handle titles from Seymour I nternational, Future Publishing, and Hudson Group, which helped make Source the largest importer of magazines to the United States, as wel l as a major exporter via Hudson. The year also saw the acquisition o f Innovative Metal Fixtures, Inc. for $2.6 million, and the addit ion of Hearst Corp. and Condé Nast to the ICN subscriber list. A new service called Cover Analyzer was introduced as well. It allow ed for comparisons of magazine sales issue by issue, and the forecast ing of future sales based on cover subjects. In August, the company's name was officially changed to Source Interlink Companies, Inc.

Numbers for 2003 (ended in January of that year) showed great improve ment, with revenues topping $290 million and profits back up to & #36;7.1 million. The firm now employed 1,300. During the spring Sourc e moved its headquarters from St. Louis, Missouri, to Bonita Springs, Florida, also relocating its claim submission and fixture billing ce nter there from North Carolina. In March the company formed a new mag azine export unit, which quickly signed a number of agreements giving it exclusive rights to distribute American magazines overseas. By ye ar's end export of U.S. publications had grown to account for nearly 10 percent of the firm's revenues, while close to 18 percent of the p ublications it distributed in the United States came from foreign pub lishers.

Early 2004 saw Source raise $41.1 million via a new stock issue, which was used to help pay down all of its long-term debt. The compan y also secured a new line of credit worth $45 million during the year; signed agreements to distribute Marvel comics, Reader's Dige st, and Scientific American magazines; and added candy and other front-end merchandise.

In 2004 the company broadened its magazine distribution to include co nvenience stores, mass merchandisers, and airport terminal stores, wi th the initiative soon expanded to more than 1,000 locations. Unlike many of its competitors, Source typically used overnight shipping fro m Federal Express to distribute goods, giving it a faster and more fl exible response time than truck deliveries.

In August 2004 the firm purchased the business operations of PROMAG R etail Services LLC for $13.2 million. PROMAG was a magazine rebat e-processing firm that served 14 states in the western United States. A New York-based magazine wholesaler called Empire State News Corp. was acquired in September for $5 million, and in November Source sold Deyco, its secondary wholesale magazine business. The firm also became the exclusive distributor of magazines for PRIMEDIA, Inc. to b ookstores during 2004.

Merger with Alliance Entertainment Corp. in 2005

In February 2005 the company merged with Coral Springs, Florida-based Alliance Entertainment Corp. (AEC) in a deal worth $317 million. AEC, with annual revenues of $931 million, distributed CDs, DVDs , and video games to such national chains as Barnes & Noble, Bord ers, Kmart, Toys 'R' Us, Sears, Circuit City, Best Buy, Blockbuster, and Tower Records, as well as providing mail-order fulfillment to bar nesandnoble .com, bestbuy.com, amazon.com, and others. After the merg er Source was reorganized into two units, Supply Chain Management and In-Store Services. The company soon began to distribute DVDs, CDs, a nd other entertainment products to existing magazine markets such as grocery stores.

Shortly after completing the AEC deal, the firm arranged to buy Chas. Levy Circulating Co. for approximately $30 million. Illinois-bas ed Levy was a leading U.S. magazine wholesaler, and the purchase woul d double the number of stores the firm serviced to approximately 20,0 00. A ten-year agreement was also signed with parent Levy Home Entert ainment to distribute books. Chas. Levy had annual revenues of close to $370 million, and when added to those of Alliance, Source proj ected sales of more than $1.7 billion for 2005.

In the wake of these major acquisitions, the firm set about consolida ting distribution sites and other operations, while reincorporating i n Delaware to take advantage of that state's business-friendly laws. In April Source was tapped to distribute CDs to 400 Kmart stores, and in the summer the firm signed an agreement with Walgreens to place D VDs and music CDs in half of that company's 5,000 stores.

In scarcely more than a decade, Source Interlink Companies, Inc. had grown from a small regional magazine rebate firm into a multifaceted powerhouse with more than $1.7 billion in revenues. The firm was working on integrating the recently added Alliance Entertainment DVD/ CD and Chas. Levy magazine distribution businesses, while continuing to serve clients in its established information services, display con struction, and magazine import/export areas.

Principal Subsidiaries: Alligator Acquisition, LLC; Source Hom e Entertainment, Inc.; The Interlink Companies, Inc.; Source-U.S. Mar keting Services, Inc.; Source-Chestnut Display Systems, Inc.; Source- Yeager Industries, Inc.; Source-Huck Store Fixtures Company; Source-M YCO, Inc.; Source Interlink International, Inc.; Primary Source, Inc. ; T.C.E. Corporation; Vail Companies, Inc.; The Source-Canada Corpora tion; International Periodical Distributors, Inc.; David E. Young, In c.; Brand Manufacturing Corporation; Source Interlink Canada, Inc. (C anada); Huck Store Fixture Company of North Carolina, Inc.; AEC One S top Group, Inc.; Distribution & Fulfillment Services Group, Inc.; A.E. Land Corporation; AEC Direct, Inc.; AEC Supermarket Services Gr oup, LLC; Chas. Levy Circulating Co.

Principal Competitors: Anderson News Co.; Anderson Merchandise rs, L.P.; Hudson News Co.; News Group; Ingram Book Group, Inc.; Ingra m Entertainment, Inc.; Handleman Co.; Baker & Taylor, Inc.; A.C. Nielsen Co.; Information Resources; Audit Bureau of Circulations.

Chronology

• Key Dates:
• 1995: Source Information Management is founded; acquisitions b egin.
• 1998: The company enters the display fixture construction busi ness.
• 1999: The Interactive Communication Network web site is launch ed.
• 2001: The purchase of Interlink Companies moves the firm into magazine distribution.
• 2002: The firm changes its name to Source Interlink Companies, Inc.
• 2003: Headquarters are moved to Florida; a magazine export uni t is formed.
• 2005: The company merges with Alliance Entertainment Corp.; Ch as. Levy Circ. Co. is purchased.