18 June 2019

From the Executive Office

Kevin Marvel

Kevin Marvel American Astronomical Society (AAS)

The AAS and S&T: It's Hard to Imagine a Better Partnership

I was 11 years old and living in Fort Worth, Texas, when my mother bought me a 2.4-inch refractor as a Christmas gift. I was planning to be a marine biologist until I unwrapped the telescope and set it up in our backyard on a warmish December evening. The Sun had just set, the first-quarter Moon shone overhead, and Venus glimmered high above the southwest horizon. I focused my new telescope on the planet, glanced up at the Moon displaying the same phase — and heard, or felt, the same sound you hear at the movies when the big spaceships come out of hyperdrive: a low bass hum followed by a metallic clang. I could envision the solar system in my head based on my own observations of the night sky! So long, Jacques Cousteau; hello, Edwin Hubble! Astronomy was for me!

I figure most folks can't point to a particular moment when their lifelong career is picked, but I can point to that evening in Fort Worth as the Sun set and the sky darkened as the exact moment when I chose my life's path.

Sky & Telescope July 2019 CoverAside from what I'd picked up reading some science fiction and science fact, I didn't have much knowledge about astronomy, and I turned to the magazine rack at our local bookstore to fill in my gaps. That spring, our family moved to St. Louis, Missouri, and my interest in all things astronomical extended to a desperate request to my biology teacher to let me read Sky & Telescope magazine during study hall (instead of doing homework or reading or, as most kids did, sleeping or goofing off). A special pass allowed me to visit the science annex and access their archival collection of S&T. I started with recent issues and read deep into the archive, going back at least into the 1950s, maybe earlier.

The excitement of discovery, the scale of the universe, and the fact that reason could reveal truth about the cosmos all resonated strongly with me. S&T even led me to college at the University of Arizona. That institution seemed to feature prominently in all of the 1970s and 1980s issues, and as my father and grandfather had graduated law school there, it seemed a natural choice. I didn't even bother to apply elsewhere. For me, astronomy meant S&T, and a career in astronomy meant the UofA. I had my roadmap — now I just had to get enough math skills to make it happen (that's a different story).

Last fall our press officer, Rick Fienberg, former Editor in Chief of Sky & Telescope, alerted me to the possibility that S&T might be available for acquisition due to financial challenges faced by its parent company, F+W Media. I took this opportunity seriously and reached out to some experts in commercial publishing to ask what kind of multiples S&T might sell for. "Multiples" refer to multipliers of various revenues that businesses generate that are used to indicate a possible sale price. Some businesses use a multiple of gross revenue, some use a multiple of net revenue, and others use a multiple of EBITDA (earnings before interest, taxes, depreciation, and amortization). No matter which multiple I looked at, the acquisition of S&T seemed beyond our reach.

Then, this past March, F+W Media declared bankruptcy and put all of their assets up for auction. As Sir Edward Conan Doyle quipped, "the game was afoot." I approached our Board of Trustees with the facts of the situation and a request to retain some M&A (mergers and acquisitions) experts and our legal counsel to help us explore the possibility of acquiring S&T through the bankruptcy auction.

After submitting a nonbinding preliminary bid, we were allowed to participate in the auction itself, which opened up a 1½-month-long "due diligence" process. During this phase detailed financial information is provided to possible bidders under a nondisclosure agreement. We and our advisors, including our legal team at Steptoe & Johnson and the principals at Clarke & Esposito, a firm concentrating on strategic consulting services related to professional and academic publishing, dug into the spreadsheets, PDF files, and Word documents. We modeled cash flow. We explored the data on readership and product sales. We went over the numbers again and again and again.

Kelly Clark, our Chief Financial & Operating Officer, and I left the 234th AAS meeting in St. Louis early and on 12 June traveled to Wilmington, Delaware, home of the busiest bankruptcy court in America, in preparation for the next day's auction. As we were getting ready for dinner with our advisors and legal counsel, I received a phone call from the investment banker running the bankruptcy auction. After numerous additional calls over the next few hours, we finally settled on a price, and then we turned it over to the lawyers to finalize the details. We showed up at the auction anyway to sign some forms, and I valued an opportunity to speak with F+W's CEO.

So where are we now? The court has approved the sale, we have contacted the major vendors who support production and distribution of the magazine, and we are meeting with the 12 employees who make S&T happen later this week to welcome them as AAS employees and to talk about short-term and long-term issues we'll be facing together. The synergy we gain in accomplishing our mission is substantial. We have a newly established Amateur Affiliate membership class, we will seek to expand our summer meeting to actively include amateur-focused content and involvement, we will explore providing S&T subscriptions to our members (both professionals and amateurs) at a discount, and we will explore adding content to S&T where it makes sense and is in line with Editor in Chief Peter Tyson's vision for the magazine.

Looking back at how I got into astronomy as a career and the opportunities the AAS now enjoys through the acquisition of S&T, I simply can't be happier. Thanks go predominantly to our Board of Trustees, who unanimously supported the acquisition; to Kelly Clark, who will bear the brunt of the effort to bring the magazine onboard as a new group of employees and a new range of activities for the Society; and of course to Rick Fienberg, who, after more than 20 years at S&T and now 10 years at the AAS, brought this opportunity to us and will be instrumental in helping us incorporate the magazine and its related businesses into the Society's operations.

One thing I know for sure: to enhance and share humanity's scientific understanding of the universe, the AAS has no better resource than the staff and leadership of Sky & Telescope. Our future is so bright, we're going to have to wear shades!