The Learning Company (formerly SoftKey)
SoftKey International (known as SoftKey Software Products in Canada) was a software company founded by Kevin O'Leary in 1986 in Toronto, Ontario.[1] It was known as The Learning Company from 1995 to 1999 after acquiring The Learning Company and taking its name.
Logo as of acquiring The Learning Company in 1995 | |
Fate | Acquired by Mattel |
---|---|
Founded | 1986 |
Founders | Kevin O'Leary |
Defunct | 1999 |
Headquarters | U.S. |
Products | Shovelware games |
The company was known for its aggressive business tactics. In 1999, it was acquired by Mattel in what Businessweek called "one of the worst deals of all time".[2]
During the late 1990s, the company was accused of being "burdened with tired brands",[2] cutting research and development, and focusing on repackaging old products through convenience stores and drugstores rather than investing in new software by the companies it had acquired. Despite this, the company continued to grow, with a revenue of $800 million by the end of 1998 (despite an accumulated deficit of $1.1 billion).
SoftKey has often been considered to have played a major role in the dissolution of the edutainment industry by the turn of the millennium.[3] Contributing factors include its reduction of the market price by releasing shovelware discs of freeware and shareware,[4] hostile takeovers of major edutainment software companies, reduction of these acquisitions to a skeleton staff, and questionable financial practices to maintain its stock price.[3]
Products
SoftKey published and distributed CD-ROM-based personal computer software for Windows and Macintosh computers during the late 1980s and 1990s.[5] Its products typically consisted of software intended for home audiences, especially shovelware discs containing various freeware or shareware game software. The company enjoyed great success by offering "jewel-case only" products, dubbed as the "Platinum" line.
As a home and small office software publisher, SoftKey bought the rights to application packages from their authors and distributed them under its own "Key" label. By late 1992, SoftKey was distributing 35 different products in this manner.[6] SoftKey began to develop its own software by 1994, and had branched out to include edutainment games and CD-ROMs in its line of products.[7]
In 1986, SoftKey released specialized graphics package KeyChart for the IBM PC and compatibles, designed to make time-consuming plotting easier.[8]
In 1993, SoftKey was selling KeyMap, a DOS-only software that offered maps, route planning, and a database tool for annotating maps.[9] Around this time, Computer Associates acquired Easy Tax (DOS) from SoftKey and sold it as Simply Tax.[10]
SoftKey's acquisition of The Learning Company added the Reader Rabbit and Math Rabbit educational video games to its lineup. Its acquisition of MECC added The Oregon Trail, Word Munchers, Number Munchers and Storybook Weaver.[11] With the acquisition of Broderbund, SoftKey obtained multiple well-known, award-winning brands such as Carmen Sandiego, The Print Shop, Living Books, Family Tree Maker, Arthur, and KidPix.[12]
Marketing
According to founder Kevin O'Leary, SoftKey marketed its retail products "no different from cat food or any other consumer good."[6] It was one of the few companies to rent space in stores so that it could better manage distribution.[13] O'Leary stated, "When we approach a retailer, we can offer them a wide range of titles that diversifies their risk. So if they give us five or 10 square feet of store space, we’ll guarantee X dollars of sell-through."[6] He also said, "It's not about technology anymore. It's about marketing, merchandising, brand management, and shelf space. In the cat food business, that's all that matters. And in the software business, that's all that matters.''[14]
The company pioneered revolving racks with software packaged in standard CD jewel cases, allowing them to display three times as much product.[15] It took products out of niche software businesses and into general stores with more traffic like Office Depot, Radio Shack, Willson Stationers and SmithBooks. It used eye-catching graphics on the boxes and made all of its packaging uniform. O'Leary believed that "What’s inside the box is important, but it’s not as important as how it’s marketed."[6] He stated that "It is truly a packaged goods philosophy that's taken over this industry. It's about facings and shelf space and advertising dollars and driving sales through the door and profit per square foot in gross margin."[6]
In October 1995, SoftKey had 10 centers in cities across Europe, Asia, Canada, and the United States. It sold its products through more than 18,000 outlets, including grocery stores, hardware stores, and airport gift shops, and had distributors in 47 countries.[16]
Pricing
SoftKey's pricing strategy was to prioritize the number of copies sold over the price per unit. As such, SoftKey listed its titles for lower prices, generally between $40 and $100, with minimum profit.[6] The Christian Science Monitor stated that the move could "transform the industry," leading to lower software prices but more variety in the types of stores that sell software.[14]
The corporate mission of Cambridge, Massachusetts-based SoftKey International, Inc. was "to be the leading electronic publisher of value-priced consumer software-worldwide."[16] One analyst dubbed its products "coasterware", since they were so cheap that "if you don't like the actual software you can use the CD-ROMs as drink coasters".[17]
O'Leary wanted to "produce products to service that 40 percent of the market that hasn't bought educational software because of pricing issues."[18] He stated, "In the last two years, we've moved from an industry that sells primarily to businesses to an industry that's going through a violent change to become a commodity.''[7]
The company became known for aggressively driving down the development costs of products and laying off employees of the companies it acquired.[19] Casey Dworkin, publisher of Retail Price Week, said that SoftKey appeals to companies that want to "sell software by the pound, appealing to impulse purchases by customers who are intrigued but don't want to drop $40 for a piece of software."[15] They compared SoftKey's practices to a laundry-detergent maker marketing a premium-brand version, a lower-end brand, and a generic version of the same product.[15]
SoftKey built a business by acquiring struggling software companies, repackaging and repricing its products.[20] "SoftKey believes that much consumer software is overpriced and therefore cannot reach a broad market. It's a philosophy that clashes with the artistic sensibilities of many in the multimedia software business—but is nonetheless likely to become increasingly influential in the volatile software world."[21]
Profit
In 1992, SoftKey Software was the fastest growing company in Canada. In its last fiscal year, Softkey had sales of $36.8 million, and $6.1 million in profit. SoftKey's revenue growth jumped nearly 10,000% from 1986. The most profitable products were its tax-software and processing service.[6]
In April 1995, SoftKey's stock was valued at $25.50, about 20 times the year's earnings.[22] In June 1995, SoftKey was up 1 5/8, to 30 3/4. A public offering of 2.3 million common shares was priced at $28.875.[23] The New York Times' Reed Ableson asserted "If Microsoft's Bill Gates cared to, he could probably wipe out SoftKey, Expert and all other comers."[22]
In September 1995, SoftKey International was considered a lower beta and more conservative stock.[24] SoftKey products were sold in more than 19,000 stores in over 40 countries [25] In June of that year, Montgomery Securities raised more than $60 million for the company. In October, SoftKey raised another $350 million in an unrated private offering.[17] On November 28, 1995, SoftKey rose from 3.2 million to 4.7 million shares, the largest increase in open positions among Nasdaq issues.[26]
According to Bernoff of Forrester Research, in 1996 the top five CD-ROM publishers — SoftKey International, Microsoft, Broderbund, Electronic Arts and Sierra On-Line — were responsible for 51% of all retail sales in the first quarter, up from 33% in 1994.[27] Softkey, now called The Learning Company would issue $150 million in preferred stock to an investor group in exchange for that principal amount of 5.5 percent senior convertible/exchangeable notes.[28] Retiring $150 million in debt by issuing preferred stock to the Thomas H. Lee Companies, Bain Capital Inc. and Centre Partners Management L.L.C. would bring on board some people known for their savvy investments.[29]
In August 1998, the stock exchange halted trading in The Learning Company, and the company issued a statement to clear up questions about its accounting practices.[30] In December 1998, shares of The Learning Company (NYSE: TLC) fell 1 15/16 to 26 3/8 and Mattel (NYSE: MAT) plunged 20 percent to 23 11/16.[31] The company continued to grow, with revenue of $800 million despite an accumulated deficit of $1.1 billion by the end of 1998.[2]
On February 10, 2000, SoftKey Software Products, Inc., a Canadian company which became a subsidiary of Mattel, Inc. as part of the Learning Company merger, declared a dividend of $0.16.[32]
History
In 1986, Canadian businessman and investor Kevin O'Leary along with John Freeman[33] started SoftKey Software Products, Inc. in his basement with a loan of $10,000 from his mother.[34][35] O'Leary convinced other companies to bundle SoftKey's products with their own, later licensing software from other firms, which proved more cost-effective than internal development.[36]
In 1993, SoftKey International was created out of a three-way merger between SoftKey Software, WordStar International, and Spinnaker Software. [37][38] Shareholders of Softkey Software represented about 53 percent of the new company's shares.[38] The company moved to Spinnaker's offices in Cambridge, Mass.[39]
The Learning Company and MECC
In October 1995, SoftKey initiated a bidding war against Broderbund for Learning Company, launching a hostile offer valued at $606 million. SoftKey also announced it had agreed to buy MECC (Minnesota Educational Computing Corporation) for $370 million, throwing wrench into Broderbund's offer.[13][40] O'Leary commented, "They're working on the economics of yesterday", stating that "Learning's premium-priced products were out of step with trends in the market."[41]
After the acquisition of The Learning Company, SoftKey changed its name to "The Learning Company".[42] A substantial percentage of the staff were let go, reducing it to a skeleton staff. MECC' senior vice president of product development Susan Schilling stated: "[O'Leary] had an interest in earning money. I'm not sure he had a desire to help children learn."[43]
Other acquisitions
On September 14, 1994, SoftKey acquired privately held Software Marketing Corp., Phoenix, for about 600,000 shares of SoftKey common stock and the assumption of $1.6 million in long-term debt.[44]
On November 30, 1995, the original Learning Company announced that it had sued the Tribune Company for violating securities laws as a "strategic partner" of SoftKey International.[45] The next day, SoftKey agreed to acquire Compton's New Media Inc. from Tribune for stock valued at $106.5 million.[46]
In March 1998, Softkey, now called The Learning Company, made an agreement with Pearson PLC to buy buy Mindscape Inc. for $150 million in cash and stock. [47] The company was kept as a division of The Learning Company.[48]
According to Information technology consulting company Booz Allen Hamilton, two of SoftKey International's acquisition deals rank among the ten worst U.S. acquisitions during 1994–1996 as measured by shareholder value two years after the deal.[49]
Sale to Mattel
In the fall of 1998, Mattel agreed to acquire The Learning Company in a stock-for-stock merger valuing the company at approximately $4.2 billion. The merger was finalized and unanimously approved by both companies' boards of directors on December 14.[50] A few weeks after the sale, the Center for Financial Research and Analysis forensic accounting firm published a report critical of Mattel. O'Leary, who had been hired as president of Mattel's new TLC digital division, sold his stock for $6 million a few months before $2 billion in shareholder value was lost in one day.[2]
Despite owning software titles, the company lost $82.4 million that year because of several problems with the acquisition, including a loss of a key distribution deal and a high return of unsold products from retailers.[51] The total financial losses to Mattel have been estimated to be as high as $3.6 billion.[52]
On May 7, 1999, shareholders of both companies voted to approve the merger. The merger was completed on May 13, 1999.[53] Jill E. Barad, Mattel's chairman and chief executive officer stated "This merger gives Mattel a $1 billion software division with an unparalleled portfolio of branded content and profit margins exceeding that of our traditional business,"[54] The company was placed under Mattel's new Mattel Interactive division.[55]
Aftermath
The sale proved to be fraught. The Telegraph deemed it "one of the worst takeovers in recent history".[56] Toy analyst Margaret Whitfield of Tucker Anthony Cleary Gull called it "a disaster for Mattel".[57] Bloomberg, Businessweek, and CNBC all described it as one of the worst mergers of all time.[58][2][59]
In the fourth quarter of 1999, Mattel reported a loss of $184 million,[49] reportedly due to poor sales and inventory problems.[60] Michael Perik and Kevin O'Leary, founders and heads of the Learning Co, left the company.[61] Reports from the Center for Financial Research and Analysis later highlighted the "lack of proper due diligence by Mattel during the Learning Co. acquisition."[49]
In January 2000, Mattel brought on software executive Bernard Stolar to assist with their financial troubles.[62] On February 3, 2000 Chairman and CEO Jill E. Barad resigned from Mattel.[63] The 1999 Annual Report began, "The bad news for 1999 unfortunately has overshadowed the good news. We are all painfully aware of the negative effect the acquisition of The Learning Company and its subsequent performance had on our results for 1999" [55]
The acquisition saw the end of the mid-1990s edutainment boom. Former Learning Company educational design department manager, Toby Levenson, said that edutainment had become "a toxic word". Blake Montgomery of EdSurge wrote, "For many years, people making educational products didn't want them to be entertaining because that could be called "edutainment" and that would hurt your funding.”[64]
Sale to Gores Technology Group
On April 3, 2000, Mattel announced it's plan to dissolve it's assets related to the software business. Gores Technology Group acquired The Learning Company and used it to create their entertainment, productivity and education divisions.[65] Gores laid off about 300 employees[66] and made The Learning Company profitable within 75 days.[67]
Sale to Ubisoft and Houghton Mifflin Harcourt
The entertainment division, consisting of 60 employees, was sold to Ubisoft Entertainment in 2001. Gores subsequently sold most of the other holdings – including the edutainment series and the brand name The Learning Company – to Irish company Riverdeep Interactive Learning, which later became Houghton Mifflin Harcourt.[68] Harcourt released several book sets under The Learning Company brand umbrella, including Oregon Trail Adventures, The Little Box of Love, and The Little Box of Laughs.[69]
As of April 2018, Houghton Mifflin Harcourt has ceased using the Learning Company brand.
List of acquisitions
- February 1994 – WordStar International and Spinnaker Software
- June 1994 – Aris Multimedia Entertainment
- July 1994 – Compact Publishing
- September 1995 – Software Marketing Corporation
- July 1995 – Tewi Verlag GmbH
- August 1995 – Future Vision Holding
- December 1995 – The Learning Company
- December 1995 – Compton's NewMedia
- Late 1995 – EduSoft
- May 1996 – Minnesota Educational Computing Corporation (MECC)
- October 1997 – Microsystems Software
- December 1997 – Creative Wonders
- March 1998 – Mindscape
- August 1998 – Broderbund
Software titles
- 20,000 Leagues Under the Sea[70]
- Air Power: The US Air Force in Action[71]
- The American Heritage Talking Dictionary[72]
- Angst: Rahz's Revenge
- ArtRageous: The Amazing World of Art[73]
- Arthur's Reading Race[74]
- Astrorock[75]
- The Bible: A Multimedia Experience[76]
- BodyWorks 5.0: the complete multimedia guide to human anatomy[77]
- Comanche CD (Budget CD-ROM Release)
- Design It! 3-D
- DinoPark Tycoon[78]
- Dr. Health'nstein's Body Fun
- Dr. Schueler's Home Medical Advisor Pro[79]
- Dr Seuss's ABC[74]
- Earthworm Jim
- Explorers of the New World[80]
- Falcon AT
- Flight of the Intruder
- Green Eggs and Ham[74]
- The Hubble Space Telescope[81]
- Infopedia[82]
- JetStrike[83]
- Just Grandma and Me[74]
- KeyAccounting (also known as Painless Accounting)
- KeyCad Complete[84]
- KeyChart[85]
- KeyClipart series[86]
- KeyDatabase Plus
- KeyFonts[87]
- KeyMailer
- KeyPublisher
- The Koshan Conspiracy[88]
- Labels Unlimited[89]
- Lamborghini American Challenge[90]
- Leonardo, the inventor[91]
- Lynn Fischer's Healthy Indulgences[92]
- Me and my world: Multimedia picture dictionary[93]
- Megafortress & Patriot
- MPC Wizard[94]
- Multipedia[95]
- The Muppet Calendar[96]
- The Oregon Trail: Classic Edition[97]
- Oregon Trail II[98]
- The Otter's Adventure[99]
- Pocket and Tails Go Exploring[100]
- PC PaintBrush Clipart Collection For Windows (ISBN 1-56434-687-0 )[100]
- Pocket and Tails Go to Town[101]
- Pro Landscaper 3-D[102]
- Shadows of Cairn[103]
- Shelley Duvall's Tales of Digby the Dog[104]
- Silent Service II[105]
- SoftKey Weekend[106]
- Solitaire Antics
- Spanish to Go![107]
- Sports Illustrated Swimsuit Calendar[108]
- Tom Kite Golf
- Troggle Trouble Math[109]
- The Three Little Pigs[74]
- WriteNow
- Wordstar for Windows 2[110]
- War Wind II: Human Onslaught
External links
- Official website at the Wayback Machine (archived 1997-01-01)
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- Ginns, Russell (September 11, 2014). "Book Set Review: "The Little Box of Love"". yeahstub.com.
- Verne, Jules (July 17, 1995). 20,000 leagues under the sea [CD-ROM. OCLC 655891547.
- Air power: The U.S. Air Force in action. July 17, 1995. OCLC 39734008.
- SoftKey International Inc (July 17, 1995). The American Heritage talking dictionary. SoftKey. OCLC 38959902.
- SoftKey International Inc (July 17, 1995). ArtRageous!: the amazing world of art. SoftKey International. OCLC 222224231.
- Trim, Mary (January 1, 2004). Growing and Knowing: A Selection Guide for Children's Literature. Walter de Gruyter. ISBN 9783598440076 – via Google Books.
- Astrorock: CD-ROM. SoftKey. July 17, 1997. OCLC 786165091.
- SoftKey International Inc; World Library, Inc (July 17, 1999). The Bible: a multimedia experience. Learning Co. OCLC 43689223.
- BodyWorks 5.0: the complete multimedia guide to human anatomy. July 17, 1993. OCLC 34314842.
- SoftKey International Inc (July 17, 1995). DinoPark tycoon. SoftKey International Inc. OCLC 35845074.
- SoftKey Multimedia Inc (July 17, 1997). Dr. Schueler's home medical advisor pro. SoftKey. OCLC 319894925.
- SoftKey Multimedia Inc (July 17, 1999). Explorers of the New World. SoftKey Multimedia. OCLC 45795055.
- The Hubble Space Telescope. SoftKey Multimedia. July 17, 1995. OCLC 33346900.
- SoftKey Multimedia Inc (July 17, 1996). Infopedia 2.0. SoftKey Multimedia Inc. OCLC 695597879.
- Jetstrike: the ultimate surprise attack. SoftKey; [Eksp. Indbindingscentralen. July 17, 1995. OCLC 472732146.
- Hard Copy of program's Instruction Manual
- KeyChart. July 17, 1987. OCLC 22456636.
- SoftKey Multimedia Inc (July 17, 1995). KEY mega ClipArt 15,000. SoftKey. OCLC 42915334.
- Key fonts pro: CD-ROM for Windows & Mac. July 17, 1994. OCLC 34159677.
- SoftKey Multimedia (July 17, 1993). The Koshan conspiracy. SoftKey. OCLC 222149768.
- SoftKey Multimedia Inc (July 17, 1997). Labels unlimited: your total professional labeling system. SoftKey Multimedia Inc. OCLC 39706385.
- SoftKey International (July 17, 1995). Lamborghini: American challenge. SoftKey Multimedia. OCLC 38859412.
- SoftKey Multimedia Inc (July 17, 1996). Leonardo, the inventor: take a look inside the greatest mind the world has ever known. SoftKey. OCLC 35148711.
- Fischer, Lynn; SoftKey Multimedia Inc (July 17, 1995). Lynn Fischer's healthy indulgences. SoftKey. OCLC 33482694.
- SoftKey Multimedia Inc (July 17, 1995). Me and my world: [multimedia picture dictionary. SoftKey. OCLC 38426305.
- SoftKey International Inc (July 17, 1994). MPC wizard: test & tune your manual multimedia PC. SoftKey International. OCLC 32301269.
- SoftKey International Inc (July 17, 1995). Multipedia: the reference library that starts where your encyclopedia leaves off. SoftKey Multimedia. OCLC 37016199.
- The Muppet calendar. SoftKey. July 17, 1995. OCLC 49297435.
- SoftKey Multimedia Inc (July 17, 1996). The Oregon Trail. SoftKey. OCLC 35923659.
- Minnesota Educational Computing Corporation; SoftKey Multimedia Inc; Learning Company (July 17, 1997). Oregon Trail II. Learning Co. OCLC 47630963.
- The Otter's adventure. SoftKey International. July 17, 1995. OCLC 224956581.
- Optical Data Corporation; SoftKey Data Corporation (July 17, 1995). Pocket & Tails go exploring. SoftKey; Optical Data Corp. OCLC 36661217.
- Pocket & Tails go to town. July 17, 1995. OCLC 965562713.
- Pro landscaper 3-D. July 17, 1997. OCLC 222595034.
- Shadows of Cairn. July 17, 1995. OCLC 37488752.
- Duvall, Shelley; Sanctuary Woods Multimedia Corporation; SoftKey International Inc (July 17, 1994). Shelley Duvall's Tales of Digby the dog. Sanctuary Woods Multimedia: SoftKey International. OCLC 35120535.
- Silent service II. SoftKey; [Eksp. Indbindingscentralen. July 17, 1995. OCLC 471332913.
- SoftKey Multimedia Inc (July 17, 1995). SoftKey weekend. SoftKey Multimedia. OCLC 33986770.
- RXL Pulitzer; SoftKey (July 17, 1996). Spanish to go!. SoftKey. OCLC 39009997.
- Sports illustrated swimsuit calendar. SoftKey International. July 17, 1994. OCLC 47940006.
- SoftKey Multimedia Inc (July 17, 1996). Troggle trouble math. SoftKey Multimedia. OCLC 422695128.
- Box, user manual and license key. No diskette or CD.