August 10, 2009 4:00 AM PDT

Inside the short, troubled life of a music start-up

by Greg Sandoval
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The dot-com era had eToys, Webvan, and Pets.com. The digital-entertainment boom has SpiralFrog.

The day SpiralFrog likely reserved a corner in the pantheon of the Web's most noteworthy busts came on July 14, 2008. At 2 a.m. that day, an agitated Amir Khan, an executive at hedge fund 3V Capital Management, SpiralFrog's main financial backer, e-mailed several fellow board members at the pioneering ad-supported music service.

"We were claiming super-unique user growth while we knew we were just getting users to bounce off our site. Our approach was not far from hiring Internet users in India to click on our home page."
--Former SpiralFrog CTO in e-mail to founder

Khan was frustrated by SpiralFrog's marketing efforts. In one case, the start-up spent $300,000 to host a video from pop singer Alicia Keys that managers claimed would draw 1 million new users. But without any of her hit songs in the clip, only 5,000 visitors showed up. Khan then zeroed in on SpiralFrog's spending.

The costs associated with search engine and affiliate marketing, which he termed as "buying traffic," were too high. In addition, Khan warned that investors and advertisers were sure to figure out that visitors to the site did little there but land and leave.

"The people we seem to be attracting to our site from the affiliate-marketing programs are NOT interested in music," Khan wrote. "Hence the low registration rate, pages per visit, time on our site, high bounce rate. I refuse to believe that people in the advertising world and the potential acquirers will not see this as buying traffic."

As for the Keys debacle, Khan aimed a thinly veiled attack at then-CEO Mel Schrieberg and his staff. These "marketing programs accomplished just one thing: they made me sick."

A January income statement shows that SpiralFrog lost $26 million in 2008 on revenue of $1.2 million.

(Credit: Screenshot by Greg Sandoval/CNET)

While efforts were later made to improve user loyalty, Khan's warning went largely unheeded. Costs continued to balloon, and a business model that required the start-up to spend 10 cents to earn a penny was never fully re-evaluated. The company, which some had predicted could snatch away the digital-download throne from the reining power, Apple's iTunes, lost a staggering amount of money and flamed out.

On March 19, 2009, the day the service folded, SpiralFrog owed more than $40 million. In 2008, records show, the company burned through $26.3 million while generating sales of just $1.2 million.

Plenty of pundits blamed the company's demise on the big music labels and the large licensing fees they charge, as well as the economic crisis that gripped the country last fall. Certainly, both played a part. But former insiders paint a much broader picture of SpiralFrog's spinout.

CNET News has examined the company's rapid tumble and reviewed dozens of communications, legal records, invoices, and expenditures--documents that were provided by former board directors, executives, and employees. Many of those individuals agreed to be interviewed, though most requested anonymity.

SpiralFrog's story will sound familiar to anyone who was paying attention to technology during the Internet bubble era. It had all the traits of many late-1990s dot-coms: an inexperienced and divided leadership, wild spending, and what former executives there now conclude was a flawed business model.

In a two-day report, CNET News offers a rare look inside a sinking start-up whose tale could explain much about ad-supported music services' continuing challenges. SpiralFrog, like its ad-supported music peers, was supposed to provide an attractive and legal alternative to music piracy, but these sites have yet to prove that free music can translate into profits.

Ruckus, an ad-supported service catering to college students, for example, closed this year, just ahead of SpiralFrog. Another popular but profitless streaming site, Imeem, ran into serious financial trouble earlier this year, before negotiating better terms from the music labels. Imeem is now rejiggering its business model and is "headed toward profitability," a company representative said.

Look out, iTunes
Founded in 2004, SpiralFrog would wait three years before finally launching its Web site. The company's goal was to give away music and support itself by selling advertising, just as traditional radio had done for decades. Instead of broadcasting music, SpiralFrog would offer digital downloads, a la iTunes.

One of SpiralFrog's main weaknesses, however, was that its downloads were incompatible with Apple's iPod, the world's best-selling digital-music player. Another was that it secured licensing deals with only two of the four major music labels.

"The smoking gun is if the traffic disappears when you stop buying. The idea is not to buy traffic. It's to generate loyalty."
--Andrew Frank, Gartner analyst

Nonetheless, SpiralFrog executives claimed that fans of illegal peer-to-peer sites would flock to a legal source of free music, and advertisers would follow. SpiralFrog's management also believed that the record companies would rush to do business with anyone who competed directly with illegal peer-to-peer sites.

By licensing its vast music library to SpiralFrog in May 2006, Vivendi-owned Universal Music Group, the largest of the top four recording companies, handed SpiralFrog almost instant credibility. SpiralFrog became the first company to convince a major music label to offer downloads on an ad-supported basis.

But even then, there were leadership troubles. A nasty fight for control of the company between Joe Mohen, SpiralFrog's founder and chairman, and then-CEO Robin Kent resulted in Kent's departure on December 26, 2006.

With Kent out, some of SpiralFrog's original financial backers stopped funding the company. The New York-based company ran into its first financial troubles before debuting the site on September 17, 2007.

Six months later, SpiralFrog made the bold claim that its 850,000 registered users made it "the third-largest legal music download site in (the United States) and Canada." Only iTunes and Rhapsody, operated by RealNetworks and MTV, were larger--or so the company said.

At about the same time, SpiralFrog appeared to have come into big money. The staff swelled from 12 in early 2007 to more than 30 by springtime the next year. Several longtime music industry veterans joined the company, and in June 2008, SpiralFrog cut a licensing deal with EMI, its second major label. To some observers, the fledgling music service was on a roll.

"We built a very strong brand and image in the marketplace in a short period of time," said Schrieberg, SpiralFrog's CEO from January 2007 until October 2008. "(We) did not have the opportunity to fully realize our potential."

According to documents and insiders, however, most of SpiralFrog's accomplishments were a mirage.

Traffic jam
SpiralFrog executives always had a simple plan to grow their business: build an audience through aggressive marketing and then turn casual visitors into loyal users. Schrieberg and the board agreed that the main goal should be to attract what the former CEO calls "tier-1 advertisers," companies such as Nike, AT&T, and McDonald's.

SpiralFrog's traffic for two years. The dramatic July 2008 falloff coincides with the board's decision to cut spending on affiliate marketing. Traffic bottoms out in October, when money starts running out.

(Credit: Google Analytics)

"When I visited McDonald's and some other tier-1 accounts," Schrieberg said in an interview, "we found that in order for a tier-1 account to place ads on a site like SpiralFrog, (it) needed a minimum of 5 million monthly unique (visitors). Our thought was that we needed to build volume and then swing over to quality. If you didn't build the volume, you could never get ads on the site from tier-1 advertisers."

That was the plan. The execution was something different.

SpiralFrog managers began dabbling in search engine marketing early in 2008. That's the practice of paying search engines to map Web site links and small ads to the results pages for particular search terms. This helped the company top 2 million visitors in March 2008 and 3 million the next month.

The growth was good, but SpiralFrog's leaders wanted more. Schrieberg and the board then tried affiliate-marketing programs, mostly at AOL's Platform-A. AOL promised to spread the start-up's brand across its own sites, as well as hundreds of affiliated sites.

In June, the company exceeded its original traffic goal when it recorded 6 million visitors for the month. But instead of celebrating, a few at the company were chewing their fingernails. To attract those visitors, the company had paid dearly.

According to a list of projected expenditures from July 2008, SpiralFrog expected to spend $2.8 million with Google that year and $1.5 million with Yahoo. Charges at rival MSN are unclear. The tab for AOL's affiliate marketing in 2008 was more than $3 million, an AOL attorney confirmed. According to a copy of an income statement completed in January 2009, SpiralFrog's 2008 sales and marketing expenses came to $11 million--nearly twice the $5.6 million the company paid in music licensing that year.

"Uniques are great, but hedge funds want to see revenue,"
--Scott Stagg, manager of a hedge fund that lost $34 million on SpiralFrog

Not all of that was search engine marketing. There were the promotional costs, which included the $300,000 sunk into the much-ignored Alicia Keys video, $200,000 tied to the National Football League, and $500,000 plunked down on "microsite" SpiralFrogClub.com.

While the Keys video cost the company about $60 for each of the 5,000 registered users it brought to the site, the NFL deal saw even worse results. SpiralFrog paid about $490 for each of the registered users it generated, records show. SpiralFrogClub, meanwhile, attracted a dismal 225 registrations in the first month and was scuttled by September 2008.

None of these missteps were lost on the man who paid most of SpiralFrog's bills: Scott Stagg, the managing director of 3V Capital Management (now called Stagg Capital), the Connecticut-based hedge fund that bankrolled the company for nearly two years. On May 18, 2008, in a response to an e-mail from Schrieberg about the importance of unique visitors, Stagg clarified what he thought the company should focus on.

He noted that SpiralFrog had initially projected 2008 revenue at $55 million, then reduced estimates in January that year to $25 million, then reduced them again three months later to $3 million. "Uniques are great, but hedge funds want to see revenue," he implored.

Stagg e-mailed Mohen and Schrieberg again on June 3, saying he wouldn't be able to "lend the company any more money" and he suggested that Schrieberg "might be prudent to conserve the cash you have by slowing down significantly the paid searches, especially since we are not generating advertising dollars."

Despite all the spending on marketing, SpiralFrog was generating little ad revenue and seeing hardly any increase in active users, according to Khan, the No. 2 man at 3V.

AOL's Advertising.com delivered clicks, but SpiralFrog couldn't turn that traffic into registrations. SpiralFrogClub's lone purpose was to promote the music service. But what would promote the promotion site?

(Credit: Screenshot by Greg Sandoval/CNET)

"(Management) said, 'We are starting to get orders from advertisers at a pretty high CPM (cost per thousand ad impressions),'" investor Khan said in an interview. "They did get a few, and they said they would get a lot more. We had doubts. Stagg initially thought (Schrieberg) was right, but eventually, he swung around to the opinion that this was just a waste of time. Nothing was getting converted into real traffic. But by that time, we were in the middle of talks with Viacom."

In the summer of 2008, Viacom, the conglomerate behind MTV and Paramount Pictures, had expressed interest in investing in SpiralFrog. According to Khan, the start-up's leadership couldn't pull back on marketing for fear that a drop-off in traffic would spook Viacom out of the deal.

SpiralFrog had built an image as a digital-music up-and-comer by buying traffic. To preserve that image, the company needed to keep buying.

"Amir and I have been having many discussions concerning our site traffic," Schrieberg wrote to several board members in an August e-mail that asked for the authorization to spend $250,000 on search engine marketing. "We both agree that we need to achieve in the area of 5 million monthly uniques to preserve the Viacom strategic alliance."

Self-deception, a little secret
There's nothing illegal or unethical about paying for clicks. Thousands of companies do it every day to advertise their Web sites and services. Google's AdWords service, which supports pay-per-click advertising, is what fueled the company's meteoric rise. Google earned $21 billion from AdWords last year alone.

Like many other companies, SpiralFrog tried to market itself as a popular service to improve its chances of attracting advertisers, according to documents and former employees. The problem was that its traffic couldn't be sustained without costly search engine and affiliate marketing.

Sites with loyal followings usually don't have to do this, said Andrew Frank, an analyst at research firm Gartner. While some advertisers are happy with raw traffic, most typically want to partner with sites that attract lots of return visitors and maintain engaged audiences, he said.

"The smoking gun is if the traffic disappears when you stop buying," Frank said. "The idea is not to buy traffic. It's to generate loyalty...Most of the top sites don't talk clicks. They talk about active users, people who come back multiple times in a month."

In October 2008, SpiralFrog got a chance to see how the site fared without the marketing efforts. The month before, Viacom had informed SpiralFrog's leadership that it would not invest. Following that, Stagg cut off funding. When the marketing programs were halted, traffic numbers crashed. SpiralFrog saw just 775,547 unique visitors in October, a fraction of the site's monthly peak of 7 million. Records show that the number of monthly visitors hovered around the 800,000 mark until the site shut down its operations.

One person who was with SpiralFrog from start to finish was Vesa Suomalainen, its chief technology officer. According to Khan, Suomalainen's tech team was the only SpiralFrog unit that performed well. In multiple e-mails during 2008, Suomalainen revealed his skepticism of the company's spending.

On September 24, 2008, as SpiralFrog prepared to push on without Stagg's money, Suomalainen began an e-mail debate with Mohen, the company's founder and chairman. Suomalainen urged Mohen not to spend more resources on search engine or affiliate marketing.

Click the image above to read our story on what SpiralFrog tells us about ad-supported music. Stories on SpiralFrog's internal strife and customers' private information will appear Tuesday.

"For a while, I guess we all were sold...on the 'momentum theory,'" Suomalainen wrote. "The belief was that if we demonstrated solid user growth and increased the number of unique visitors, it would open more doors for us at advertisers and music labels, and amongst the press and music industry. The cost did not matter, since the exposure would be temporary, and we would switch from paid to organic growth in a matter of months, if not weeks.

"I started arguing in late spring that this is, if not outright cheating...at least self-deception," he continued. "We were claiming super-unique user growth while we knew we were just getting users to bounce off our site. Our approach was not far from hiring Internet users in India to click on our home page to get the unique-visitor number to continue growing.

"Anyone who'd ask (SpiralFrog) direct questions about average...time spent on (the) site, or average number of page views, or retention of registered users would immediately find out our little secret," he wrote. "These figures stay permanently in our books for incoming investors to look at and ask us after the fact. How do we explain spending $1.5 million in marketing in the month of June when our resulting revenue was $69,711--an oops?"

Editors' note: Another story about SpiralFrog's last days, called "How turf wars and miscues crippled SpiralFrog," will appear Tuesday.

Greg Sandoval covers media and digital entertainment for CNET News. He is a former reporter for The Washington Post and the Los Angeles Times. E-mail Greg, or follow him on Twitter at http://twitter.com/sandoCNET.
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Add a Comment (Log in or register) Showing 1 of 2 pages (30 Comments)
by RobertAPierce August 10, 2009 4:58 AM PDT
In interesting glimpse into the startup world of ditial tech companies.

One thing I wonder about that is not discussed in this blog: what made Spiralfrog's products so unappealing to the public? I don't know anything about spiralfrog, but if they were offering ad-supported (ie, free to the end user) music, I'd think the public would flock to the site, marketing push or not. The fact that it didn't happen means there was something inherently wrong with the product SF was offering. More info on that?

Thanks for the good article!
Reply to this comment
by Topper93 August 10, 2009 5:32 AM PDT
I used SF for about a month, and the real problems I saw were massive amount of DRM on the songs and iPod incompatibility.
by TheGoBetween August 10, 2009 6:12 AM PDT
Sprialfrog used DRMed WMA that had a perpetual 30-60 day renewal period. You had to store music on a Microsoft DRM capable player to listen to it and synch it regularly to keep the music active. (I was using a Sansa, which read the DRM) Hitting the main website through Firefox made synching difficult, so IE had to be used pretty much by default because of the deep Media Player needs. And fuggetaboutit if you use Linux.

It's a shame they failed so spectacularly, because they did briefly fill a niche. Even though I was a fan it fell under the too-good-to-be-true category. And in the end, it was.
by Renegade Knight August 10, 2009 9:39 AM PDT
@Topper93

Has a key point. Your product has to be worthy, even if it's free to attract the audience needed to sell the ads to pay for the service. You can buy all the clicks in the world but without the loyal base, you've got a house of cards.

The moment the songs were not compatible with iPods and had draconian labor intensive DRM, they had already lost.
by simelane August 10, 2009 7:17 AM PDT
It was always going to be an uphill battle to launch a service that is incompatible with 71% portable media players sold... not to mention the two hottest selling smart phone brands (Blackberry and iPhone).

Anyone who tries to define their maket in terms of those consumers not already tied into the iPod/iPhone/iTunes ecosystem is defining it in very narrow terms and is going to lose.

Amazon markets its Music Downloader's compatibility with iTunes and Palm is trying desparatly to hang onto its iTunes compatibility by its fingertips... these big players in the media business know that if you targeting music listeners, then there is a more than 70% chance that they listen to their music on an iPod/iPhone fed through iTunes.

Its a sad state of our reality... but we are already seeing this movie being reenacted in the mobile applications space with Apple's iPhone//iPod/AppStore ecosystem.
Reply to this comment
by winstein August 10, 2009 8:28 AM PDT
Bad dates? Typos? I'm confused with all the dates jumping around. Did the company go out in 2008 or 2009? What is "Apple Tunes"?
Reply to this comment
by Zoe Slocum August 10, 2009 8:37 AM PDT
The typo has been fixed, and the date has been further clarified. Thank you.
by pbg3445 August 10, 2009 8:33 AM PDT
Spiral Frog's demise? WMA with DRM. It was a product nobody wanted, not even for free.
It's not just 'incompatibility' that's the problem. It's the digital world, fer crissake. Converters exist.
The 'incompatibility' with the iPod is that the iPod doesn't work on the 'they can reach in and take your music library at any time" model.
Over and over and over again, the Big Music business has tried venture after venture based on the model that users only have a license to the music, and the owners determine what that license is. That's the legality of it--but the fact of the marketplace is that the public will have none of it. All sorts of grand ventures with big backing come on the scene but people will not eat their wax fruit. As long as they stick to that model, they will fail.
The model that has succeeded is the record store. People want to own their music, and are willing to buy it. That's the basis onwhich they want to deal.
Reply to this comment
by sandonet August 10, 2009 4:35 PM PDT
SpiralFrog came along at time when most services were removing DRM from songs but it's hard to imagine how they could have given music away for free without DRM attached. SpiralFrog needed people to come back to the site and look at advertising. My sources within the company said managers believe streaming and the penny-per-play rates were too high and that model wouldn't work.
by kelmon August 10, 2009 10:17 AM PDT
Fascinating article and I look forward to the next ones. Good job, Greg.
Reply to this comment
by sandonet August 10, 2009 4:32 PM PDT
I appreciate it Kelmon. Let me know what you think of tomorrow's stories.
by EvanSei August 10, 2009 10:50 AM PDT
looking at the charts I am not surprised the frog died
Reply to this comment
by doctormedia August 10, 2009 11:40 AM PDT
Very interesting and insightful article; and I look forward to the next 'dispatch'.
One thing that you haven't yet mentioned is the SG&A costs in at least the first two years: from $4.5M in '06 to a whopping $9.1M in '07 -- without one cent of revenue.
The reason is that the very top level management and the chief revenue officer had immense salaries and unlimited expense accounts (1st C. travel, 5 star hotels, limo service, etc.).
For a start-up with a probability of success, this is no way to spend the limited resources available.
Reply to this comment
by mkanellos August 10, 2009 1:35 PM PDT
I think they should have stopped when they were just plain crazy frog. No single company can dominate the amphibian name market.
Reply to this comment
by winkles33 August 10, 2009 1:45 PM PDT
Some similarities to the financial crisis we're all wading through strike me in this story- Fueding executives, (what was their pay like?) Flinging themselves with gusto at the weakest part of the market, not to mention producing, umm, flexible figures. I could go on, but nah! must be just my imaginatiom.
Reply to this comment
by streamOG August 10, 2009 1:49 PM PDT
Great Article Greg.

Sad that Apple still does not license their FairPlay DRM Platform.

Looking forward to the next article.

Christopher Levy, CEO
BuyDRM
clevy@buydrm.com
Reply to this comment
by sandonet August 10, 2009 4:31 PM PDT
Thanks Chris.
by Synthmeister August 10, 2009 2:06 PM PDT
Apple does not use FairPlay DRM anymore on any of its iTunes music. Where have you been?

If Spiral Frog had ditched the idiotic DRM like Apple and every CD in Best Buy, its music would have been completely compatible with the iPod.
Reply to this comment
by bgitt August 10, 2009 2:09 PM PDT
I'm glad they didn't try to acquire ezTunes.com.
Reply to this comment
by bonedog73 August 10, 2009 2:11 PM PDT
Sounds like the music industry fell on its face again with this one. Also the SF management team seems pretty shady to me. Free DRM music isnt free! Hello!

If the music industry wanted to make money they'd price digital downloads at 25cents each instead of ripping people off for $1 a song.

Make the music easy to get and worth the price asked to pay. Customers dont want 2nd rate quality music downloads for the same price as a CD. We know they save a ton of money not making CD's and on distribution.
Reply to this comment
by Thomas_p666 August 10, 2009 2:25 PM PDT
let's not forget this beauty... "SpiralFrog Club"

http://www.p2p-blog.com/?itemid=664

aka. "worst 'viral' campaign ever"
Reply to this comment
by gggg sssss August 10, 2009 2:40 PM PDT
webvan with one less zero in the disater. Will they ever learn?
Reply to this comment
by cube3 August 10, 2009 4:29 PM PDT
The REAL story here isnt Spirals.

AOL took millions from such companies in the late 90s, Yahoo in the early 2000s, and Google today. So where is AOL today?, Yahoo today? and where there will Google revenues be in 5 years.?

anyhow. back to the pyramid building.
Reply to this comment
by DR.Bod August 10, 2009 4:37 PM PDT
The problem was you could download the music, and then to many people, it was useless. The ipod is the leading portable media player and spiral from was foolish not to cater to those people. Users choose a way to store and play theri music early on, I, like most people chose itunes and now, i have no reason to change (yet). So spiral frog was trying to attract the minority. It was a cool idea, I used it for a little while, and was annoyed that whenever I wanted to listen to the free music, I had to open new programs, plus, spiralfrog would bug me to look at adds and had a slow interface. It was a good idea with bad implementation, I don't know who they thought would stay very long.
Reply to this comment
by JohnnyIdaho August 10, 2009 6:16 PM PDT
The problem with their product, was their product. Was for me, after you downloaded the song, their must player sucked. There was no full feature rhapsody, or qtrax type interface. It was some ugly looking system tray popup. The reason they couldn't keep unique visitors coming was because after you downloaded the songs, there was no need to ever look at the site again till you wanted new music. They really needed a quality music player that had the advertising in the player instead of on the web site. It was a poorly thought out plan.
Reply to this comment
by Ryan_Spahn August 10, 2009 6:42 PM PDT
Makes you wonder how many sites truly have loyal users vs. how many are paying to inflate their ranking?q
Reply to this comment
by matantisi August 10, 2009 7:48 PM PDT
The business model of giving away your product and making your money on the advertising, is *exactly* the "new economy" model everyone was touting until the dotcom bubble exploded and blew it all away.
Reply to this comment
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