KowaBunga! Inc fka KOW (KOW)

[shmolton]

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.
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Located in Edmonton, Alberta Canada, Vintacom has been a worldwide leader in online dating since its inception in 1999. Vintacom operates several successful dating properties including DreamMates.com, SingleMe.com, and PassionatePersonals.com, and is also a leading provider of online dating technologies. Through The Relationship Exchange (www.RelationshipExchange.com), Vintacom's innovative network of affiliated dating sites, independent publishers enjoy one of the Internet's largest databases of personal ads as well as world-class online dating technology and services. Brad Hogg, the president and CEO of Vintacom, will continue to lead the business after the closing.

Real Estate School Online is based in Miami, Fla., and is a leading provider of online education products and services specializing in delivering fully accredited real estate licensing and continuing education courses. Already an industry leader in Florida, Real Estate School Online has begun expanding its services to other states. Perry Johannesburg, the President and CEO of Real Estate School Online, will continue to lead the business after the closing.

The closing of both the proposed transactions are subject to the satisfaction of a number of conditions, including the completion of due diligence, the completion of audits, the execution of mutually acceptable definitive documentation, Board of Director approvals, and other customary conditions.

Gerard M. Jacobs, the Company's CEO, stated, "Think Partnership is excited to announce our entrance into online education and a significant expansion of our online dating presence, which are two of our major goals for 2005. Brad Hogg and Perry Johannesburg will be strong new partners within our organization, and we expect their leadership and vision to continue to be driving forces behind the continued growth of their businesses and Think Partnership."

Scott Mitchell, the CEO of the Company's Cherish subsidiary, stated, "We believe that Vintacom represents a phenomenal opportunity to build value for Think Partnership through expanding our online dating services, affiliate marketing expertise, technology innovation and our international presence. Brad Hogg and his talented team of professionals at Vintacom will be tremendous additions to our successful growth strategy in the online dating vertical. This acquisition represents a considerable step toward making us one of the world's largest and most innovative online dating companies."

Brad Hogg, the CEO of Vintacom, stated, "Think Partnership's vision of a decentralized, collaborative partnership of profitable, entrepreneur-driven online companies is very consistent with the corporate culture which has allowed Vintacom to grow into one of the worldwide leaders in online dating. We see great potential for immediate synergy between ourselves, Cherish, WebSourced, PrimaryAds and KowaBunga. Think Partnership is emerging as a dynamic online leader and we want to be part of it."

S. Patrick Martin, the CEO of the Company's WebSourced subsidiary, stated, "The acquisition of Real Estate School Online launches Think Partnership into the lucrative online education business. We are very excited to have Perry Johannesburg as part of Think Partnership, and our financial resources will enable Real Estate School Online to take advantage of the scalable nature of its business through a national expansion of its course offerings."

Perry Johannesburg, the CEO of Real Estate School Online, said, "Real Estate School Online is nicely profitable and experiencing very rapid growth, and received very attractive purchase offers. In the final analysis, we concluded that Think Partnership's leadership is superior and that its stock has tremendous upside. Real Estate School Online is going to have a national presence in online education over the next few years, and we are going to be a significant factor in Think Partnership's future."

[shmolton]

Yes bohemian...

...this year should be very exciting.

[bohemianclubman]

Guidance -

I think that they just found out that the very nature of their business makes giving guidance difficult. If the company had not purchased the Market Smart Companies, and completed the private placement to fund that purchase as well as Personals Plus, Kowabunga, Ozline and others, the quarterly number just released would have been more than double. At the same time we all know that these purchases will add dramatically to the bottom line moving forward.

By my math, if the purchase of PrimaryAds gets completed, the company will once again turn to the market place for additional funding. So far they have completed three private placements - the first at 1.60, the second at 2.05, and in August they completed a round at 3.50. The last two rounds included warrants. The success of these three placements makes going back to the capital markets a piece of cake. I believe that CGI has purchased 8 (eight) companies since I began purchasing these shares in December of '03. I would not be at all surprised if another eight deals were completed by the end of '05. This company is growing and evolving at a nearly unimaginable rate!

[rrat02]

Picked up additional shares today. Looking to buy more on further price weakness.

[shmolton]

That would be nice to see, although...

...they released the numbers on the last day of the quarter, so I imagine they would have been able to give guidance in their earnings release if they were going to.

[bok-bok]

It will be interesting to see if there is a guidance statment issued by managment,afterall the numbers were very good!This company has too much going for it to remain at this price for very long! CHICKENMAN

[coolguy]

The street.com has a review of their top ten stocks under ten. THK
is one of their picks. In the their last statement they alluted to the fact that thk might be ripe for another round of financing. This would almost certainly guarrenttee them anaylst coverage. Furthermore, they said they would update their opinion following the release of their earings.

[coolguy]

it's time for some real analyst coverage on this co. One analyst by even a regional firm would give this company serious exposure.

[shmolton]

The yahoo version was a condensed version...

...I'm gonna look over the full 10-k now and we'll see how much they in bad debt they wrote off.

[shmolton]

I hope so...

...the sequential revenue growth of 28.5% is very impressive, and this is before the finalization of the 1st quarter acquisitions. With these aquisitions, 1st quarter revenues should be over $10 million. I could see them having revs over $50 million this year. The only potential problem I see affecting shareprice tomorrow is the decrease in sequential earnings, although these appear to be due to a one time charge for bad debt writeoffs. The amount of that write off will be telling of the true operating margins, but it does not appear to be specified in the 10-k. I did however read the 10-k from Yahoo, so perhaps that was a condensed version.

[bckinblk]

Should be a good day tomorrow!

[shmolton]

CGI Holding Corporation Reports Record Year
Thursday March 31, 4:05 pm ET
Company Posts 203% Revenue Increase and 820% After-Tax Earnings Increase over Prior Year


NORTHBROOK, Ill.--(BUSINESS WIRE)--March 31, 2005--CGI Holding Corporation (AMEX: THK - News), which plans to seek shareholder approval to change its name to Think Partnership Inc., today announced its financial results for 2004 and for the three months ended December 31, 2004. The Company's 2004 revenues rose to $21,473,565, a 203% increase over 2003. The Company's 2004 pre-tax earnings rose to $4,726,199, a 500% increase over 2003. The Company's 2004 after-tax earnings rose to $2,939,966, an 820% increase over 2003. The Company's 2004 after-tax earnings rose to $0.10 per diluted share, an increase of 900% over 2003.
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The Company's revenues in the fourth quarter of 2004 rose to $7,352,460, a 173% increase over the fourth quarter of 2003. The Company's pre-tax earnings in the fourth quarter of 2004 were $1,138,997, a 123% increase over the fourth quarter of 2003. The Company's after-tax earnings in the fourth quarter of 2004 were $724,737, a decrease from the Company's after-tax earnings in the fourth quarter of 2003 which were $1,242,441. The Company's after-tax earnings in the fourth quarter of 2004 were $0.02 per diluted share, a decrease from the Company's after-tax earnings in the fourth quarter of 2003 which were $0.05 per diluted share. This decrease in after-tax earnings and in after-tax earnings per diluted share in the fourth quarter of 2004 was due to a combination of factors including: a higher than expected bad debt writeoff during the fourth quarter of 2004; disproportionately higher sales later in the quarter, combined with a number of longer-term contract signings, which resulted in lower than anticipated revenue recognition during the fourth quarter of 2004; a higher number of shares and warrants outstanding due to our December 2004 private placement; and the elimination of a deferred tax valuation allowance during the fourth quarter of 2003.

Gerard M. Jacobs, the Company's CEO, stated, "Think Partnership Inc. grew significantly during 2004: our WebSourced subsidiary showed robust growth in its search engine optimization business, and launched a new pay per click advertising campaign management business which is now managing an average of $1.9 million per month in spending. We also entered the growing online dating business with our acquisition of WebCapades, now called Cherish. And, our aggressive acquisition efforts during the second half of 2004 have culminated in our 2005 acquisitions to date of the MarketSmart Companies, Personals Plus, Ozline, KowaBunga and Smart Interactive."

[shmolton]

Street.com article on THK...

'Search, Hot' Query Yields Two Results

By James Altucher
RealMoney.com Contributor
3/31/2005 1:10 PM EST
Click here for more stories by James Altucher

Internet Stocks
FindWhat and CGI Holding are two promising small-caps in the burgeoning Internet search business.
Expect a big year from FindWhat. Its cash holdings and strong growth provide a safety cushion.
CGI is a riskier proposition, but growth and keyword price trends bode well for the stock.






In the mid-1990s, I started a company with my brother-in-law to help Fortune 100 companies, particularly entertainment companies, build their Web sites. We built sites for HBO, Warner Brothers' film The Matrix, New Line Cinema, BMG, Sony and Universal.

In early 1999 the industry changed because so many startups were getting massive venture capital funding. Our prices went up (the customers were not price-sensitive) and massive ad campaigns began. We helped companies build and place their banner ads.

Unfortunately, these ad campaigns did not work and the companies that sprung up to build banner-ad networks ended up stagnating or going out of business: Engage Technologies (bankrupt), Twenty-Four Seven (a penny stock) and DoubleClick (DCLK:Nasdaq - commentary - research), which has finally found its ground and may now be an interesting stock to look at, although it's not the topic of this article.

Search Growth Surging
Instead, I wish we had focused for our clients on an area that few focused on then: search engine marketing campaigns. This is the fastest-growing area of online media, growing 31% year over year.

Right now there's a battle between the larger marketers such as eBay (EBAY:Nasdaq - commentary - research), IAC/InterActiveCorp (IACI:Nasdaq - commentary - research), etc. and the search engines about keyword inflation. The cost of buying a keyword on a search engine is doubling and tripling each year, pushing up costs for the online commerce companies. For instance, if a company buys the word "mortgage," it pays a price -- say, $11 -- whenever someone searches using that keyword, then clicks on the company's ad that shows up on the right side of Google's search results page.

I like two companies in this space right now. One provides the infrastructure to search engines to help them structure and charge for keyword-based marketing campaigns. The other helps companies optimize their search engine marketing campaigns.

'Search, Hot' Query Yields Two Results
Page 2


FindWhat

FindWhat (FWHT:Nasdaq - commentary - research) allows companies to design a one-size-fits-all search-engine marketing campaign that it then distributes to many of the leading search engines.

Say, for instance, that a company will pay only $5 per click for the keyword "dating." FindWhat then arranges that with the dozens of search engines it has relationships with; examples include Excite and Microsoft Internet Search. This is very similar to how DoubleClick aggregates banner-ad spots across hundreds of Web sites and then places your ads across its network. What DoubleClick did for banner ads, FindWhat does for search engines. As long as search-engine marketing proves effective, this company will continue to grow, regardless of the battle over keyword-pricing inflation.

FindWhat's metrics include a $310 million market capitalization, $54 million in cash with just $6 million in debt, and $20 million in cash generated from operations. Net income increased 45% year over year. Even if you assume no growth (an incorrect assumption based on the 100%-plus year-over-year top-line growth), the company now has an enterprise value-to-cash-flow multiple of just 13. Top-line revenue grew from $72 million to $169 million year over year in the 12 months ending Dec. 31, 2004.

The cash in the bank, the cash generated from operations, the growth of the company, and the growth of the industry give lots of safety cushions for this stock. It is in the $10s now and I think it will see $20 before year-end.

'Search, Hot' Query Yields Two Results
Page 3


CGI Holding

The other company I like here is much more speculative. CGI Holding (THK:Amex - commentary - research) helps companies optimize their search-engine campaigns by trying to improve their placement on search-engine results. If you're a dating site and you want your site to show up as one of the top 20 results when someone searches "dating," you call CGI.

I think this is speculative but worth following because with keywords so expensive, the CGIs of the world will be in demand to improve companies' standing on search results, without the company being forced to pay exorbitant amounts for keywords. Revenue grew from $4.4 million to $14.1 million in the nine months ending Sept. 30, 2004, and net income went from $2.2 million to $277,000. With a market cap of just $130 million, though, and only a few million in cash in the bank, CGI has a few more hurdles to jump through before it fully matures.

That said, I'm keeping an eye on it because I like the growth, and with my experience in a similar area of business a long time ago, I definitely see a need for the company's services.

[bckinblk]

We need your financials please!

[Argyll]

It's supposed to close in August, according to Jacobs interview.

[dfwla]

Anybody know the status of the Proceed Interactive acquisition announced late December? Proceed was quoted in an article about pay for search and search optimization companies in yesterday's Investors Business Daily. Good article.

[shmolton]

Earnings should be out this week...

...we could see a nice surprise to these expectations from the 3rd qtr earnings release-

"We continue to expect our after-tax earnings from continuing operations to be in the range of $0.04 - $0.05 per share for the fourth quarter of 2004, and to be in the range of $0.20 - $0.25 per share for 2005. In addition, we anticipate that we will soon announce another potential acquisition which is not included in these estimates."


Steven "Pat" Martin, the Company's Vice Chairman and CEO of the Company's WebSourced, Inc. subsidiary stated, "WebSourced's businesses are continuing to grow nicely. This quarter, we expect to have the benefit of a full three months of strong earnings from WebCapades, rather than just six weeks of hurricane-impacted results. We continue to be very optimistic about the future of our company."

[bok-bok]

First time poster. Looks like more pieces of the puzzle have to be added before stock appreciates to the value we know it should be. I've owned this stock for over a year and it has been a good ride so far. In my opinion the next leg up could start with the posting of last quarters earnings.

[bohemianclubman]

Foreign private companies

are difficult to find info on. What I found significant about the press release was that it says that Websourced is the world leader and that they currently have over 1400 customers. On Feb. 7th, I believe, when another acqusition was announced, the PR said that Websourced is the world leader with over 1300 customers - that's nearly 8% more customers in a month and a half.

Bo

[Argyll]

Can't find much about Smart Interactive. Virtually no info on the web site.

[bohemianclubman]

SOX

I don't think it should matter to much Schmolts. I believe it would be shown as a one time Sarbanes Oxley expense, and should not effect operating earnings which is what the market will be looking at. With the most recent acquisitions, especially when the Primary Ads deal closes, I expect we may see guidance raised. After all, in the Primary PR, we were told that the net PreT was over 4 million - that alone adds somewhere in the neighborhood of 7-8cents! I'll never forget when a similar company, Aptimus (APTM) raised guidance. The stock went on a taserlike run, the kind I still believe we will one day witness with this one!

Bo

[shmolton]

Hopefully THK doesn't end up with expenses like that in order to be compliant.

Nice to see you posting over here bohemian. It would be nice to get more dialogue going on this board. Ihub is a much better venue than rb.

[bohemianclubman]

San Francisco Chronicle

There is an article in yesterday's edition that talks about "thousands" of publicly traded companies that are scrambling to meet this quarters filing deadline due to section 404 of the Sarbanes Oxley act. Very large cap companies apparently get an automatic compliance extension, which really doesn't make sense because large cap companies would generally have the resources to afford them to be compliant. The article gives an example - Conceptus Inc., which does 11.5 million in sales but had to cough up 1.5 million to be compliant under section 404. I don't know if this is the reason for the delay in THK's release, but it would certainly make sense. Regardless, the delay in filing certainly has not squelched the companies appetite for private, profitable internet companies. Another announced today!

Bo

[Argyll]

Every time they do an aquisition, there's a seller. Maybe they should restrict all those shares they are doling out for acquisitions.

[shmolton]

There's been a big seller for a while now...

...the stock needs some news or something to get some buyers in here to take that guy out.

[coolguy]

looks like market maker has let the stock come down on low volume. watch out shorts. He is finally showing size on the bid.
Anyone out there know what day earnings are due out.

[shmolton]

Should be coming soon

[coolguy]

What ever happened to the earnings report?

[shmolton]

Picked up some more shares today...

...there is a big seller or more, but they are being met with steady buying. I've been accumulating around here.

[dotcominvestor01]

Kowabunga!

http://biz.yahoo.com/bw/050314/145593_1.html

[Argyll]

THK is acquiring only profitable companies that fit with its model.

I suspect the lack of excitement over the stock is due to the fact most people in the investing community have not heard of most of these private companies and have difficulty assessing the situation.

However, it only looks good if you know what they're doing.

[dotcominvestor01]

PrimaryAds

This is a MAJOR acquisition in a VERY hot space at a VERY good price from a VERY well structured deal that fits VERY well with CGI's other subsidiaries.

Bravo Jacobs! VERY well done.

I would personally like to see more done in the affiliate network space with CGIH/Think Partnership.

[shmolton]

Hellooooooooooooooooooooooo?