AOL Investigation Hangs Over Software Firms

Updated from 2:37 p.m. EST

The SEC investigation of AOL Time WarnerAOL spilled over into the software world Friday, pulling down shares of VeritasVRTS and Siebel SystemsSEBL.

In its 10Q filing with the Securities and Exchange Commission Thursday, Veritas disclosed that it has received subpoenas from the agency related to concurrent transactions with AOL in September 2000. That sparked speculation among one research firm Friday that Siebel Systems, known for aggressively completing such so-called barter sales, may be the next shoe to drop given that both AOL Time Warner and WorldCom, another company facing an SEC investigation, have done business with the customer-relationship management software company.

Shares of Veritas sank $2.15, or 11.8%, to $16.10 in recent trading, while Siebel was down 45 cents, or 5.5%, to $7.70.

Veritas said in its 10Q that the transactions in question are a $50 million software license and service sale to AOL in September 2000 and $20 million advertising purchase by Veritas from AOL.

That's just a fraction of the $1.2 billion in revenue posted by Veritas in 2000. But investors still punished the stock Friday because Veritas, whose CFO stepped down in October after falsely claiming to hold an MBA from Stanford University on his resume, did not disclose details about the subpoenas when they were received in August. Veritas spokeswoman Marlena Fernandez said Friday the company's 10Q was the "appropriate venue" to disclose the information.

Others disagreed. "They should have come out and said this when the investigation started," said Jamie Friedman, an analyst with Fulcrum Global Partners. "People don't believe them anymore."

Friedman does not cover Veritas and his firm doesn't do investment banking business. Following the Veritas disclosure, Friedman issued a note Friday pointing out that Siebel, who he rates a sell, also has signed large software deals with AOL as well as WorldCom.

Siebel spokeswoman Nitsa Zuppas said the company has always been very clear about disclosing concurrent transactions in its SEC filings and noted the company defines such transactions as deals in which each side bought products from each other within a six-month span. Siebel listed America Online as a new customer in its second quarter 1999 earnings release, but has not said whether America Online sales were barter deals.

Siebel has reported that WorldCom is among the company's customers that are also its suppliers, suggesting a barter arrangement. "I think WorldCom is more likely the one that comes back to haunt Siebel," Friedman said.

Zuppas said the analyst's remarks were based purely on speculation.

On average, nearly 9% of Siebel's software revenue from the first quarter of 2001 to the second quarter of 2002 came from barter deals, according to Friedman. The company did not close any barter deals, however, in the most recently reported third quarter.