KowaBunga! Inc fka KOW (KOW)

[papaocean]

Very nice to see this action:The company will use $7.5 million to retire existing debt with Wachovia and substantially all of the remaining proceeds to close on its previously announced acquisition of Morex Marketing Group, LLC.

[Golden Cross]

THK: Think Partnership Secures $17.5 Million Credit Facility with Wachovia Bank
Monday January 23, 9:18 am ET
THK Continues to Build Long-Term Banking Relationship with Wachovia


NORTHBROOK, Ill.--(BUSINESS WIRE)--Jan. 23, 2006--CGI Holding Corporation d/b/a Think Partnership Inc. ("THK") (AMEX:THK - News; the Company) today announced that it has completed a $17.5 million credit facility with Wachovia Bank, National Association. The credit facility consists of a $15 million revolving loan facility and a $2.5 million term loan. The company will use $7.5 million to retire existing debt with Wachovia and substantially all of the remaining proceeds to close on its previously announced acquisition of Morex Marketing Group, LLC.
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The Company's obligations under the credit facility are secured by a first priority lien in favor of Wachovia on all of the assets of the Company including a pledge of the stock of each of its present and future operating subsidiaries. Further, each of the Company's existing operating subsidiaries has guaranteed the performance of the Company's obligations under the credit facility. These guarantees are secured by a pledge of all of the assets of each operating subsidiary. Interest on the unpaid principal balance of the revolving loan accrues at a rate equal to LIBOR plus 2.10%. The revolving loan matures on January 19, 2009. Interest on the term loan accrues at a rate equal to LIBOR plus 2.15%. The term loan matures on January 19, 2007.

As detailed further in the loan agreements, the Company is limited to borrowings under the revolving facility equal to 1.75 times its trailing pro forma EBITDA. Further, so long as there remain any amounts outstanding under the credit facility, the Company is required to maintain: (1) a "Total Debt to EBITDA Ratio" of not less than 2.00 to 1.00, calculated quarterly on a rolling four quarters basis; (2) a net worth of not less than an amount equal to $36.9 million plus 50% of the Company's net income for each fiscal quarter; and (3) a "Fixed Charge Coverage Ratio" of not less than 2.50 to 1.00, calculated quarterly on a rolling four quarters basis. In addition, the Company may not: (a) make capital expenditures during any year exceeding $2 million; (b) borrow more than $5 million excluding amounts owed on the Wachovia term and revolving loans; and (c) declare or pay dividends equal to more than 50% of its net income in any particular year. Additionally, so long as the credit facility remains in effect, the Company may not acquire any business that is not in an electronic commerce line of business and each acquired business must demonstrate positive EBITDA for the most recent twelve (12) month period then ended, both prior to the acquisition and after giving effect thereto. The discussion of the various terms described herein is qualified in its entirety by the definitive loan agreements which the Company will file as an exhibit to a report on Form 8-K to be filed on or before January 24, 2006.

Gerard M. Jacobs, chief executive officer of Think Partnership, stated, "Closing this credit facility with Wachovia Bank is a major milestone for Think Partnership, and is the first of several steps we intend to take during 2006 in regard to the financing of our growing company."

Commenting on the reasons for securing the line of credit, Scott P. Mitchell, the Company's president, stated, "We are excited to be building a long term banking relationship with Wachovia as we continue our goal of building Think Partnership into the world's most comprehensive, service-valued, interactive advertising business. It is important for us to build a long lasting relationship with a well respected financial institution and we selected Wachovia because of their reputation, depth of expertise, breadth of products, and financial strength."

CGI Holding Corporation has been doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. The Company is based in Northbrook, Ill. (see www.thinkpartnership.com) and currently has 12 operating companies: MarketSmart Interactive, Inc., Morrisville, N.C., a leader in search engine optimization and pay-per-click campaign management (see www.marketsmartinteractive.com); MarketSmart Advertising, Inc., Rightstuff, Inc. d/b/a Bright Idea Studios, and Checkup Marketing, Inc., Raleigh, N.C., providing world-class off-line advertising, public relations, marketing, branding and shopping evaluation services (see www.marketsmart.net, www.brightideastudios.com and www.checkupmarketing.com); Cherish, Inc., Clearwater, Fla., a leading online dating company (see www.cherish.com); Ozona Online Network, Inc., Clearwater, Fla., providing a comprehensive scope of online services including start-to-finish web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access (see www.ozline.net); Personals Plus, Inc., Apollo Beach, Fla., a leading online dating company; KowaBunga! Marketing, Inc., Westland, Mich., providing Internet marketing software technologies, including software for affiliate marketing, search engine marketing and opt-in e-mail marketing (see www.kowabunga.com); PrimaryAds Inc., North Plainfield, N.J., a leading provider of affiliate marketing services that connects website publishers with online advertisers (see www.primaryads.com); Real Estate School Online Inc., Miami, Fla., a leader in online education (see www.realestateschoolonline.com); Vintacom Media Group, Inc., Edmonton, Alberta, Canada, a leading online dating company (see www.vintacom.com); and Morex Marketing Group, LLC, a major marketer to expectant parents (see www.babytobee.com). The Company has announced signed letters of intent to acquire: Web Diversity Limited, a London-based leader in paid search management and organic search (see www.webdiversity.co.uk); U.K.-based Crystal Reference Systems Limited, whose operating divisions are Crystal Semantics (see www.crystalsemantics.com), and Crystal Reference (see www.crystalreference.com), an Internet content and search technology company and a major educational content publisher in Europe; iLead Media, Inc., Pleasant Grove, Utah, a recognized leader in online lead generation (see www.ileadmedia.com); and Litmus Media, Inc., North Kansas City, Missouri, a secure ad feed distribution provider (see www.litmusmedia.com).



Contact:
Think Partnership Inc.
Xavier Hermosillo, 310-832-2999;
[e-mail]

[abh3vt]

Andy Beal clears up some confusion over his resignation from Websourced:
http://www.searchenginelowdown.com/2005/07/back-for-encore.html

I think this is the most reassuring part:

"First, I have nothing but respect for Think Partnership and its board of directors. Gerry Jacobs and the board are building a fantastic group of companies and, as a significant shareholder, I am excited about the group's future potential. It is unfortunate that some have linked my resignation of WebSourced, with my thoughts on THK. I believe THK will be strong for many years to come."

[abh3vt]

Finally, the source of the selling is revealed:

Ticker: THK
Security Name: CGI HOLDING
Security Type: Common, Ordinary Stock
Price: 2.1
Description: N/A
Vicker's Insider Index: -25
Insider Index Date: 7/9/2005
Shares Outstanding: 33,322,828
Main Industry: FINANCIALS / INV CO'S (INELIGIBLE INDICES INCLUSION)
Industry: INVESTMENT ENTITIES
Country: Domestic
Exchange: American Stock Exchange
# Insider Holders: 6
% Held by Insider: 21.999
Shares Held by Insider: 7,330,684
Abbreviation Codes

139 Records found
Page 1 of 3 Next >> or Jump to page: 1 2 3

(Sort by Column available for 7000 records or less.)

Filer Relation Geo Code Trans. Date From Trans. Date To Form Type Action Shares Dollar Price From Dollar Price To Current Market Value Type Traded / Owned Holdings
KELLOGG, LEE N/A NJ 7/1/2005 N/A Form 144 N/A 312,500 N/A N/A 968,000 N/A / N/A N/A
KELLOGG, CHARLES N/A NY 7/1/2005 N/A Form 144 N/A 312,500 N/A N/A 968,000 N/A / N/A N/A

[abh3vt]

Andy Beal resigning from Websourced:

http://www.threadwatch.org/node/3146

This is probably the source of the selling, IMHO. A black eye for the company, as he was the primary person behind Websourced.

[abh3vt]

Another Form 144 filer, Carol Schmidt, filed to sell 200k shares on June 20.

That obviously put a cap on the rally back then, and the stock is under heavy pressure today as many of those traders who bought in the low 2s a couple of weeks ago lock in some profits.

This stock needs some institutional support!

I checked some data on Nasdaq trader and found that as of March 31, there was only 1.1% institutional ownership. That's why the stock gets pushed around so badly on days like this!

http://www.nasdaq.com/asp/Holdings.asp?symbol=THK&selected=THK&page=holdingssummary

[bohemianclubman]

abh - I agree

I also believe that Giura was a big seller - it seems like lots of the selling came from one person, and he's the only one with enough shares where a filing would be unnecessary. I expect the law suit to be put to bed shortly, and I expect that they will close one or both of the previously announced deals. After that we can look for earnings. As much as the past few months has been negative, I expect several positives over the next several weeks.

Bo

[abh3vt]

Bo, I had been thinking that some of the recent selling was caused by short selling, or hedging in anticipation of the SB-2 filing being declared effective.

After looking at the latest short interest figures, I no longer believe in that theory.

It looks like there were some aggressive *natural* sellers in the first week of June, either margin induced or from remnants of the Form 144 notices.

Someone did very well buying those sub $2 shares....that was probably the bottom. I think we need to consolidate the latest up move, so some selling back down to the 2.90 range would be "healthy" for the stock, IMHO.

[bohemianclubman]

abh-

I think there was some panic selling recently. Some had given up on believing anything good about this company. If today should have been a non event, then when the numbers come out it should also be a non event. There is no way, however, that .20 to .25 is priced into these shares.

[abh3vt]

Interesting reaction today to this news....which is a bit of a non-event. The market was told to expect this weeks ago back when earnings for Q1 were announced:

"Jennings commented further, "Given the level of our internal cash flow we expect to fund our pending acquisition needs through bank financing and do not anticipate the need to sell additional shares of common stock to fund these needs."

-from Q1 05 PR.

My guess is that some serious short-covering is happening today. It will be interesting to see the short interest report that will be out in a week or so. Probably won't tell us much IF there is a bit of short covering going on....

Even though there is strength today, unless there is follow through buying from longs, I would expect a retest of the 2.00 region again prior to earnings being released next month. The stock hasn't really built a good base yet.

[abh3vt]

THK announces a new credit line this AM:

Press Release Source: CGI Holding Corporation


Think Partnership Signs Commitment Letter for $15 Million Line of Credit
Thursday June 16, 7:00 am ET


NORTHBROOK, Ill.--(BUSINESS WIRE)--June 16, 2005--CGI Holding Corporation d/b/a Think Partnership Inc. ("THK" or the "Company") (AMEX: THK - News) announced that it has signed a Commercial Loan Commitment Letter from Wachovia Bank, National Association that will permit the Company to borrow up to $15.0 million. The Commercial Loan Commitment Letter is subject to negotiation and signing of definitive agreements and contemplates the following principal terms of the line of credit:
Borrowings will not exceed $15 million.
Borrowings will not exceed 1.75 times THK's 12-months trailing EBITDA, which THK currently anticipates will permit THK to borrow up to the maximum of $15 million available under the line of credit.
Borrowings will be used solely for working capital purposes and for acquisitions that are materially in the same line of business as THK and are cash flow accretive.
The line of credit facility will have a term of 36 months.
The interest rate will be 1-monthLIBOR plus 2.10 percent.
Payments will be interest only until the maturity date of the line of credit.
Borrowings under the line of credit will be secured by a first lien security interest in all of THK's assets.
T. Benjamin Jennings, the Company's Chairman, stated, "We are excited to have Wachovia Bank as our financial partner as we continue to build Think Partnership into one of the true leaders in our industry: online search, marketing and advertising, which we believe is the fastest growing and most profitable segment of the internet. While we are focusing on the integration of our existing businesses, this line of credit will allow us the flexibility to fund the cash portions of the purchase prices of our near-term acquisitions and our organic growth while maintaining an accretive capital structure."

C. Douglass Riddle, Senior Vice President of Wachovia Bank, added, "Think Partnership is becoming a leader in the search engine marketing and advertising space, and we are pleased to help fund the growth of this dynamic company."

---------

I was wondering when this LOC would finally happen. They used up all their remaining cash with the PrimaryAds deal plus had to use 500k in operations last quarter.....so they were facing a minor cash crunch. They had two deals still on the table, not completed yet. (Vintacom and Real Estate School Online)

CGI Holding Corporation Signs Letters of Intent to Acquire Vintacom, a Leading Online Dating Company, and Real Estate School Online, a Leading Provider of Online Education
Monday April 4, 8:45 am ET
Accretive acquisitions will broaden company's existing online dating and affiliate marketing presence, plus launch CGI's entry into online education


NORTHBROOK, Ill.--(BUSINESS WIRE)--April 4, 2005-- CGI Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX: THK - News; "Company"), today announced that the Company has entered into two letters of intent to merge, through two wholly owned subsidiaries, with privately held Vintacom Media Group Inc. ("Vintacom") and Real Estate School Online Inc. ("Real Estate School Online"). The Company expects to pay an aggregate of $4.95 million in cash and $4.95 million in stock to acquire the two companies. The shareholders of Vintacom and Real Estate School Online will also be entitled to certain earnout/lookback payments if the pre-tax earnings of the companies exceed specified targets during the first twelve full calendar quarters following the closings. The Company expects the two acquisitions to add a total of $3.2 million dollars to its pre-tax income annually, and to be immediately accretive to earnings.

[bohemianclubman]

birdbrain -

To my knowledge, none of them have sold, that's what makes the decline especially painful for myself. I'm still looking for double digits before I even consider the shares fully valued. Of course, by that time the company may pull off some REALLY accretive mergers, the shares will be on radar screens all over the Country, and I'll probably be right here saying that 20 is likely!

Bo

[birdbrain]

Bo, how many of the people that bought this stock on your recommendation have sold? At what price would you recommend those still holding sell? Thanks.

[bohemianclubman]

My phone rings:

"I just read your post, the short position is not that high, why would anyone WANT the share price down to this extent?"

No, the short position is not that high, however:

Perhaps an investor group presented a potential acquisition candidate to THK and they had no interest at all,ticking off the firm.

Maybe THK is in talks with a group who feel that if the price was two, and not three or four, they may want to sign a LOI.

Could it be that a large firm wanted to fund one or all of the PP's, but at a price the company found unacceptable?

I'll bet some hedge fund manager watched this stock go from a buck and a half to 6 in a blur, and decided that at two, this could be the play of a lifetime.

Perhaps some of the BILLIONAIRES that own this stock have made some enemies along the way that don't want the rich to get richer.

My point is that there could be a thousand reasons to want this stock down besides short positions, and when internet bloggers start posting outright nonsense, they are doing so for a reason!!!!!

In the end the numbers will do the talking.

[bohemianclubman]

abh, I'm sorry -

Rereading my last post, I sound stupid, kinda like "tell me something I don't know." Please understand that I have had some pretty good winners, and I actually have told quite a few people about this stock - they bought. If it was posted somewhere on the net that Gerry Jacobs woke up with a headache, my phone would ring with some one telling me to bring him an aspirin. My point is that it took some great research for you to come up with those blog postings, and I am certain that it indeed has helped to put pressure on these shares. That's why I always say that in the end, the numbers will do the talking. All this BS floating around hurts in the short term, but IMO will only fuel the shares in the opposite direction when the true growth of THK is known!

Bo

[bohemianclubman]

abh -

I was aware of those comments, but I certainly was not going to post them and lend any credence whatsoever to those "paid to bash" bloggers. I don't believe for one minute that guys like Jacobs and internet guru Mitchell agreed to purchase PA without knowing every single thing there is to know about the company, it's past, and where it is headed next. I also believe that this lawsuit has hurt the share price, but at worst I expect an injunction compelling Direct Access to meet their contractual obligation - at best I would like to see the suit expanded to demand damages from Direct Access for some of the incredible statements they made in that press release, especially using CGI Holdings ticker symbol so that it would automatically be posted to nearly all search companies financial boards! I also 100% guarantee you that when the PA deal was signed and completed, there were contingencies on top of contingencies for things that happened before the merger was complete. Keep up the great research, but remember THERE IS a group out there that for one reason or another WANTS this stock down!!!

[abh3vt]

Bo, I've been doing some more digging around the PrimaryAds acquisition, and think I found several of the reasons behind the slide in THK.

First, there was a sharply critical article by a blogger who saw adware/spyware in PrimaryAds sales:
http://www.revenews.com/jeffmolander/archives/000495.html

Then, this view was picked up by another influential internet stock blog:
http://www.internetstockblog.com/2005/04/the_danger_list.html

"THK seems to face particular risk. It acquired an affilate network company called PrimaryAds this month, and according to Jeff Molander, " PrimaryAds is well known to be partnered with [Adware provider] MetricsDirect / 180Solutions".

--------

Now, IMHO that is factually not true. I confirmed with PrimaryAds today that they terminated their relationship with 180solutions over a year ago. This is backed up by Kowabunga's CTO Jeff Doak:

http://www.internetstockblog.com/2005/05/cto_of_kowabung.html

Note that Jeff Molander tempered his original comments about PA's relationship with 180solutions:

"While not all CPA and/or affiliate networks are alike, I stand on my original comments - that PrimaryAds has been well known (among my respected sources) to have, in the past, been partnered with MetricsDirect / 180Solutions. This may no longer be the case and you are a far better judge of that than I am.

italics added for emphasis.

PA also maintains it doesn't do business with any known adware company and would terminate its relationship immediately if uncovered. They said they would know based upon increased clicking activity as tracked by DRT's software. THK was supposedly aware of the older relationship with 180, and did its own DD to make sure there wasn't any other adware cos involved.

------------------------

In addition to the fears of adware enhanced revs, the lawsuit filed by THK against DRT to force it to continue supplying network tracking software and services for PA is a black eye for THK, imho. I think it serves to highlight the fact that THK bought what is essentially a brokerage and not the technology that serves as the backbone. Plus, it shows that Kowabunga isn't ready to assist PrimaryAds (although they could in the future). Unless Kowabunga agrees not to develop similar software, I think DRT does have a point about guarding its network technology secrets. I could be mistaken about this; I have tried to speak with Jeff Doak but he's at a conference today.

Just thought you (and others) should know all the facts.

[wasnetwork]

What makes you think I haven't?

[coolguy]

Then step up and buy some.

[wasnetwork]

I am curious why the stock is dropping so much. Does it have to do with the lawsuit? From everything I can see about the company it rocks.

[stock_peeker]

Maybe sunny "Bo knows"

[abh3vt]

I just had to laugh at my post which remarked on the lack of selling below 2.90....here we are now at 2.29, with the low of the day at 2.24. Boy was I wrong about that!

Who knows where the bottom is right now? Its strange that the company hasn't come out with some kind of reassurance for investors; its possible that we aren't close enough to the end of the quarter to make a positive statement yet.

The stock is trading as if the quarter and outlook are being reduced dramatically....or it could be just an unfortunate long suffering from a margin call.

THK is a great value at current levels if Q2 and the rest of the year are clearly on track...or a value trap if they aren't.

Q4 and Q1 were hit by expenses (bad debt, travel, legal) that shouldn't be as bad in Q2. We know that they *could* have earned closer to 0.05 in Q4 and 0.04 in Q1 had they not incurred those expenses.

I sure wish I knew who or what was the source of all the selling down here!

[abh3vt]

No news on the acquisition front, which I actually think is good news in the short run for the stock.

Curious trading yesterday. There were a couple of big blocks for sale in the 2.90 - 2.95 range (9.5k and 4k) and they just sat there all day. Then, with about 30 minutes to go, a larger bid came in. I wonder if the MM is trying to shake loose some shares??

Nobody really selling down here. Its watch and wait for earnings.....

[bohemianclubman]

I completely agree with you guys -

However, I don't believe that THK will pass up a really good deal because Wall Street is currently not cooperating. I also believe that any debt will eventually be erased when the shares are higher, by means of a secondary.

Bo

[abh3vt]

I completely agree Coolguy. The company is growing very fast, but they haven't shown it yet with a *clean* quarterly report. They've acquired a lot of companies in the past two quarters, and taking some time off to digest and properly assimilate those new companies is what shareholders need, IMHO.

Growth by acquisition is not a favored model on the Street, usually because it hides low organic growth rates. That's NOT the case here, but you'd never know it by where the stock is currently trading.

[coolguy]

bo- You are right about companies being acquired at a lower price, they get more shares for their deal. However, on the flip side it is more dillutive to THK and something that Jacobs and co. may not want to do. If I were at the helm I would hold off on any more deals untill I got the stock price back up near the 4-5 range. There is only so much debt the co. is willing to absorb the higher the share price the more leverage they have. A solid quarter of earnigs, which includes all the closed acquisitions, should do the trick. Once people see the potential earinings power this thing could be a rocket. I guess for now it's wait and see.

[rrat02]

Yes, would expect to continue to see a nice % increase in revenues for THK. At the current stock price it is even an attractive acquisition candidate for a larger player.

[bohemianclubman]

From yesterday's Red Herring:

For those who thought online advertising had peaked, it turns out there’s still some climbing room at the top.



Investment bank Pacific Crest released a report Thursday saying that online advertising will accelerate in the second half of the year.



Online advertising hit $8.4 billion in 2004, according to Jupiter Research. Analysts at Pacific Crest estimate the market grew in the range of 25 to 30 percent in the first quarter, and expect it to grow at the same pace in the second.



For the second half of the year, they believe online advertising will beat those numbers.



Part of the reason for this growth is that online advertising has become more accepted, as traditional advertisers have integrated it into their marketing campaigns. And new advertisers are coming aboard, as search companies offer programs targeting small and mid-sized businesses.



“Search is dominated by mid-sized businesses,” said Steve Weinstein, an analyst at Pacific Crest. “In terms of numbers, it would have to be small businesses” that are new advertisers.



- ADVERTISEMENT -











The report says growth in international markets will surpass growth in the United States. At this point, international markets generate more than half the search volume and one-third of revenue.



Much to the advantage of Google and Yahoo, those who had expected paid search to decelerate this quarter have been proven wrong. Mr. Weinstein had also anticipated that the law of large numbers would kick in.



“You can’t compound these kinds of growth rates forever,” said Mr. Weinstein.



But at this point, the law certainly isn’t kicking in. Pacific Crest estimates Yahoo’s second quarter revenue should be in line or better than its expectation of 45.3 percent revenue growth to $884.4 million.



Google will also probably beat expectations again, with the bank projecting that net revenue would range between $834.4 million and $877 million in the quarter.

[bohemianclubman]

I respectfully disagree -

When the shares are down, the acquired firms get the same dollar value worth of stock - which means more shares. They hear the whole story, and they are able to put their own peg on the value of the shares. If the shares are down, but the story hasn't changed, it is the ideal time for the firm being acquired to close the deal. Hell, an argument could be made that firms in negotiations with THK would go to some length to keep the shares down. JMHO.

Bo

[coolguy]

My guess is untill they get their stock price back up they are going to have a tough time acquiring co's using their stock as currency. Most of these deals that have been announced were negotiated when cgih was trading abouve $4/ share. Nobody wants to do a deal for stock when the stock is dropping precipitously. They need to bring in an IR firm and go on a road show to get this co. some exosure. The float is so tight that it wouldn't take much institutional buying at all to get this stock back over $4.

[bohemianclubman]

I hope they acquire another dozen companies this year.

I understand how you feel, and I know others feel the same way, mainly because the stock has been a poor performer lately, but that's not what this company is all about.

Far from a mature business, the internet is still in it's infancy. THK is out looking for the companies that have developed the concepts and the tools to turn the internet into big bucks......now and well into the future. As they add new legs to this company it becomes less dependant on any one division, and I believe that there is a strong liklihood that they will hit on a few mega stars along the journey. Imagine if they grab the next Ebay before it becomes the next Ebay....if you follow my logic.

The company did not miss the first quarter, because they did not give guidance for the first quarter. Looking back, when they gave annual guidance without quarterly quidance, it may have been a clue that the year was going to be back end weighted.

One great advantage that this company has is WebSourced. The other businesses that they purchase will all have a built in marketing machine to drive them.

I know that these shares have been disappointing lately. However, I have noticed in recent days that the selling seems to have very much dried up, although the shares have continued to drift lower. All this company needs is a spark....and I really believe that the spark will once again ignite a bonfire! I hate the phrase - patience is a virtue, but it is...

[abh3vt]

Have you tried Raging Bull?
http://ragingbull.lycos.com/mboard/boards.cgi?board=CGIH

BTW, I think the answer to your question about the next "catalyst" to move the stock up is twofold:

1. The company has to demonstrate that they can acquire companies and manage them effectively. Q1 pretax margins in the newest acquisitions were disappointing to me.

2. Exceed expectations in Q2 and provide investors with the confidence that the company can achieve the 0.20 - 0.25 eps range they have previously guided to. They are banking on a very strong second half to reach this.....and investors don't believe that they can make it.

IMO, that lack of confidence and the recent Form 4 and 144 selling is keeping the stock down.

I think management should worry less about where their next acquisition is coming from and pay more attention to efficiently growing the businesses they already have!

[coolguy]

Are there any other boards out there that discuss THK?

[coolguy]

what's the next catalyst for THK? Any new acquisitions on the horizon? Now that they have secured a credit line and are not reliant on any subsequent stock offerings in order to raise cash I would thing they would be working on another acq. right now.

[bohemianclubman]

CoolGuy -

And that is if they stop acquiring companies right now, and the current companies just continue their present growth rate. The way they are operating, there could be a dozen more acquisitions come '06!!! Now do the math!!!

Bo

[coolguy]

What a turnaround. First the street.com sells their stake the stock tumbles almost a point. Then when it was clear what happened to the companies release a very large buyer stepped in at the close. After the close the stock traded as high as $4 once the press release was out. Looks like THK is more than on their way in meeting their year end guidance. With revenues of more than 100mil in '06 and improving operating margins we could easily see .70-.75
per share in '06. You do the math on where that would put the stock.

[abh3vt]

Finally posted the Q1 PR, which reaffirms guidance and explains a little bit why margins were so poor during the quarter. Nice to see that they are stopping the wholesale issuance of stock in favor of debt....about time.

Press Release Source: Think Partnership Inc.


Think Partnership Posts Record Revenues for First Quarter of 2005
Tuesday May 17, 4:10 pm ET


NORTHBROOK, Ill.--(BUSINESS WIRE)--May 17, 2005--CGI Holding Corporation d/b/a Think Partnership Inc. ("THK") (AMEX: THK - News) reported record revenue of $10.2 million for the first quarter ended March 31, 2005.
Revenues were $10,179,156 for the first quarter of 2005, a 166 percent increase compared to $3,825,431 for the same period of 2004.
Pre-tax income was $1,424,820 for the first quarter of 2005, a 48 percent increase compared to $959,469 for the same period of 2004.
After-tax net income was $879,590 for the first quarter of 2005, a 37 percent increase compared to $638,691 for the same period of 2004.
After-tax earnings per share on a fully diluted basis were $0.02 for the first quarter of 2005, the same as $0.02 for the same period of 2004.
T. Benjamin Jennings, the Company's Chairman, stated, "We are thrilled with the pace and success of our integration efforts. We have made significant progress in the first quarter with taking some great independent companies and forming one of the true leaders in our industry: online search, marketing and advertising, which we believe is the fastest growing and most profitable segment of the internet. We remain comfortable with the high end of our previously stated estimated range for fiscal 2005 earnings per share of 20 cents - 25 cents per share on a fully diluted basis with second quarter growth of more than 80% over first quarter's earnings per share."

Jennings commented further, "Given the level of our internal cash flow we expect to fund our pending acquisition needs through bank financing and do not anticipate the need to sell additional shares of common stock to fund these needs."

Gerard M. Jacobs, the CEO of THK, stated, "Our first quarter expenses were impacted by the costs of acquiring and integrating our businesses but our revenues do not include a full quarter of results for the five acquisitions which we closed during the course of the first quarter, any contribution from our acquisition of PrimaryAds which we closed in the second quarter, or the benefits we expect from combined marketing and sales efforts. At the current rates of growth of our businesses, and assuming we close as we anticipate, our previously announced acquisitions of Real Estate School Online and Vintacom Media Group later this quarter, we are expecting Think Partnership's revenue for the full year 2005 to exceed $70 million, and to be on a run rate of over $100 million per year to begin 2006."

The Company has begun doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. in June 2005. The Company is based in Northbrook, Ill. (see www.cgiholding.com) and currently has eight subsidiaries: WebSourced, Inc., Morrisville, N.D., a leader in search engine optimization and pay-per-click campaign management (see www.websourced.com and www.keywordranking.com); MarketSmart Advertising, Inc., Rightstuff, Inc. d/b/a Bright Idea Studios, and Checkup Marketing, Inc., Raleigh, N.C., providing world-class off-line advertising, public relations, marketing, branding and shopping evaluation services (see www.marketsmart.net, www.brightideastudios.com and www.checkupmarketing.com); Cherish, Inc., Clearwater, Fla., a leading online dating company (see www.cherish.com); Ozona Online Network, Inc., Clearwater, Fla., providing a comprehensive scope of online services including start to finish web design, custom web based applications, database systems, managed and shared hosting solutions, e-commerce, and high-speed business Internet access (see www.ozline.net); KowaBunga! Marketing, Inc., Westland, Mich., providing Internet marketing software technologies, including software for affiliate marketing, search engine marketing and opt-in email marketing (see www.kowabunga.com); and PrimaryAds Inc., North Plainfield, NJ, a leading provider of affiliate marketing services that connects website publishers with online advertisers (see www.PrimaryAds.com). The Company has also entered into an agreement to merge with privately-held Meandaur, Inc. d/b/a Proceed Interactive, a full service marketing and communications agency with a core competency in search marketing, which has offices in Chicago, Ill., Dallas, Texas and Los Angeles, Calif. (see www.proceedinteractive.com); and has signed letters of intent to acquire: Vintacom Media Group, Inc., Edmonton, Alberta Canada, a leading online dating company (see www.Vintacom.com); and Real Estate School Online Inc., Miami, FL, a leader in online education (see www.RealEstateSchoolOnline.com).

Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe," "expect," "intend," estimate," "anticipate," "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the Company's report on Form 10-QSB for the quarter ended March 31, 2005 under the section headed "Management Discussion and Analysis or Plan of Operation - Risk Factors." The Company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the Company's forward-looking statements. The forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.



--------------------------------------------------------------------------------
Contact:
Wordsmith Communications (for CGI Holding Corporation)
Glenna Musante, 800-849-2118 ext. 126
[e-mail]



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Source: Think Partnership Inc.

[abh3vt]

Very disappointing quarter. Lower pretax margins, flat y/y fd eps.....and no PR yet!

In this vacuum, investors are assuming that there is no way THK will meet its previously stated and reiterated guidance. The company needs to address that perception NOW.

Stock has traded as low as 2.80 today.

[bohemianclubman]

I'm not an accountant, but

Im my opinion, after reading the entire filing, this is the most important part:

PRE TAX PROFIT (LOSS) FROM CONTINUING OPERATIONS
--------------------------------------------------------------------------------
2005 2004
------------------------------------------- ---------------- -------------
Search engine enhancement $1,321,215 $1,034,372
Online Dating 409,224 0
Advertising 168,277 0
Software, Systems Development and Hosting (268) 0
Other (473,628) (74,903)
---------------- -------------
Total $1,424,820 $959,469
---------------- -------------



The net fully diluted pre-tax profit from the four operating units was 4.7 cents+. I'm not sure what the 473,628 deduction is, but guessing one time expenses stemming from the acquisitions. The company surpassed 10 million in quarterly sales, which I find amazing, and they had positive retained earnings for the first time. Looking ahead, setting aside one time expenses, and adding Primary Ads to the equation, the numbers are going to get much better. This continues to be a developing story, and I continue to be very happy with the picture that is shining through.

[bckinblk]

Sooo! What does everyone think? How will the market react?

[linuspop]

10Q out. Looks like .02 vs .02 diluted EPS with revs of 10.2M vs 3.8M. Need a boost in EPS in the remaining quarters to meet '05 guidance.

[coolguy]

any talk out there on upcoming possible acquisitions? what ever to happened to 1q earnings?

[bohemianclubman]

abh3vt -

I was aware of that. That is why everytime on the other message board when someone complained about the "insider" selling, I would respond by posting that I did not see ANY recent insider selling. I always expected someone to post the trust filings so that I could point out to them what you just posted to me. I just really wish that what the trust does or doesn't do would become a completely irrelevant topic.

Bo

[Wizard of odds]

Stick with Bo because as the old saying goes---Bo-Knows!

[linuspop]

Jacobs was just re-married last month, so I believe it is the EX-Mother-In-Law. This seperates Gerry from the selling even further.

[abh3vt]

Bo, I'm sure you're probably aware of this, but I would point out that Jacobs doesn't control those shares that the Trust has:

"The Roberti Jacobs Family Trust is an irrevocable trust. The trustee of the trust is the mother-in-law of Mr. Jacobs. Mr. Jacobs is neither a trustee nor a beneficiary of the Roberti Jacobs Family Trust, however, his children are beneficiaries of the trust. Mr. Jacobs has disclaimed beneficial ownership of all shares owned by the trust. "


They've been regularly selling every three months, albeit somewhat less during the winter quarter:

Notices of Proposed Sale Reported on Form 144 of ROBERTI JACOBS FAMILY TRUST Description


Click on the column header links to resort ascending or descending .


Company
Select a company below for more information. Relation File Date Shares Broker
CGI HOLDING STK B/O 04/04/2005 250,000 BROWN BROTHERS HARRIMAN

CGI HOLDING STK B/O 12/15/2004 78,607 BROWN BROTHERS HARRIMAN

CGI HOLDING STK B/O 08/25/2004 250,000 BROWN BROTHERS HARRIMAN

[bckinblk]

Well I would think very soon. The auditors are finished. So I'm presuming shortly.

[bohemianclubman]

abh3vt -

I have to admit, I have also been counting those shares. However, truth be told, after reading through the most recent SB2 filing, I see that the Jacobs trust was funding this company as early as 2002. At that time this company had absolutely nothing whatsoever going for it, except for a hodge podge of nearly worthless companies. Talk about risk capital! It is my strong opinion, considering those circumstances, that any and all filings by the Jacobs trust should be viewed as payment for risk taken that would have been intolerable for most investors. It appears to me that sales completed by the trust have always been controlled and for a rather unspectacular number of shares considering the trust holdings. In a way, the trust has provided some liquidity for new money that may not have been willing to "pay up." As liquidity increases I would expect trust sales to have no effect whatsoever on the share price.

In addition, and I got laughed off the RB board for this thought - when the trust sells, things are AOK at the company. There were no sales for over a month while we were waiting for fourth quarter numbers, which missed. I believe that when Mr. Jacobs realized that certain issues were going to reduce earnins, he instantly stopped his systematic selling. I could be wrong, but I believe that recent sales are a good indication that the numbers are back on track. Obviously we will know for sure very soon.

Regarding Personals Plus - can you believe how little THK paid for that company? Just another indication that these shares are alive and well and working hard to build nice shareholder value.

Bo

[coolguy]

do you have confirmation from the company with regards to the earnings release date or is that just a guess? What other boards are discussing thk?

[abh3vt]

Bo, the trust is almost done selling its latest allotment (250k shares). Should be through by the end of the week, by my count....and that will remove one of the ST impediments for going up. I think the Q1 report will be out pretty soon, and that should really get things going.

Latest 8k filing shows the strength of the PersonalsPlus acquisition: strong rev growth (+60% y/y), incredible operating margins (69%!), and decent cash flow. Would have added 0.02 to net eps last year had they been included for the full year.