Subscribe to Morettini on Management
Morettini on Management
General Management and Marketing Advice for Software and Tech Companies
Category: Mergers & Acquisitions
What’s Up With HP?
As regular readers will know, I am a Hewlett Packard alumnus and a longtime admirer of the company. I worked at HP in the eighties, and with hindsight it was one of the finest periods of my career. It was a GREAT place to work, as documented by books and case studies written about the company. My time there definitely had a major effect in shaping my management philosophies.
The more recent -periods at HP have seen a lot of change and a fair amount of turmoil not typical in the company’s first 60 years or so.
Let’s analyze some of the recent events and assess the overall strategic situation:
Firing of Leo Apotheker
What a disaster this was. To hire a new CEO with a major change in strategic direction in mind, then let him go in less than a year is not good. What isn’t known is was the new strategy totally conceived by Mr. Apotheker, or was he brought in to support a new strategy favored by the HP board. Either way, it’s an awful mess for such a major company, and the HP board has not distinguished itself in the last decade.
The new strategy itself while risky on the surface wasn’t the real problem, imo. The communication of the new direction was the real disaster, and smacked of incompetence. Don’t announce you’re “going to sell the business”–that does nothing for valuations. If you’re going to sell it, get on with it and sell it without premature public announcements. By most accounts Mr. Apotheker’s short reign was punctuated by missteps, retractions, chronically missing financial targets and general bumbling. My sources inside the company say that he had lost just about everyone’s confidence, from employees to shareholders to the board. It’s hard to say if that’s fair; new managers can be sabotaged by entrenched forces against change. And major changes were on the way. But the buck needs to stop with the CEO, and it certainly did in this case.
Planned Sale of the PC business
To be honest, I go back and forward on this one. Back in my HP days the PC business was a money-losing, also-ran business with tiny margins. The corporate line of thinking at the time was that HP HAD to be in the PC business, it was so central to everything else the company wanted to do, and the computing world revolved around PCs. I never bought it. In fact, the PC folks got in the way of many things we wanted to accomplish in the peripherals segment of the business, specifically connecting to and partnering with all the other PC makers.
The PC business remains a low margin one today, but one that HP has established a leading position in. I haven’t studied the balance sheet, but I doubt the PC business is so capital-intensive that it would prevent HP from having the money to adequately invest in a new direction. I don’t think selling it off is a stupid move, but announcing it as a first step seems extreme, and only served to make everyone involved nervous about what the future holds.
Eliminating the Tablets/WebOS
Another PR disaster and one that was totally avoidable. The problem was in buying Palm in the first place, and paying a billion dollars for a company that had almost completely failed in the marketplace. Then introducing a new line of tablet computers to great fanfare, almost immediately obsoleting them, and then announcing you’ll be making a few more because everyone love the fire-sale obsolescence pricing–it appeared that the left hand didn’t know what the right hand was doing.
By most accounts the WebOS is a nice piece of software. The problem is that this move was so very late to the game. If it had been done a few years earlier, it might have been a savvy deal, and allowed HP to make a major move into mobile devices with a differentiated product offering. But by the time of this acquisition, Palm was already discredited and Apple, Android and Blackberry had solidified the top leadership positions. And the price was completely ridiculous for as failed company. You can put this one on Mark Hurd, as it came on his watch.
Buying Autonomy
HP recently announced completion of the Autonomy acquisition, paying a dear price for this enterprise software company. Autonomy is a good acquisition if you’re intent on growing software as a share of revenue; the only issue is the price. It was very high, but one must remember that HP’s overall revenues are north of $125 BILLION. Autonomy adds less than $1B in revenue, which is a drop in the bucket relative to HP’s size. With a purchase price of over $10B, HP paid more than 11X revenues–pretty pricey even by today’s inflated SaaS valuations. Autonomy will have to be an exceptional growth in engine for this to pay off. Only time will tell.
Copying the IBM playbook
The IBM playbook was to sell off low margin, lower growth hardware business such as PCs (IBM sold its PC business to Lenovo, a shocking move at the time). Then focus on increasing software and services revenues relentlessly, for a long period of time. It’s worked extremely well for IBM, although I remember there were some tough times in the beginning. Would it work as well for HP, who appears interested in copying IBM’s strategy? I’m not a big fan of copying other company’s strategies, although on the surface the two companies are similar. The key to success or failure is usually execution in most cases of corporate strategy. Executing this strategy would also take a very long time to have an impact on HP’s financials. HP’s software share of total corporate revenue was less than 3% in 2010. There are only so many $1B+ software companies out there. Most software acquisitions on their own will have a minimum effect on HP’s overall revenues, unless they went after one of the few industry giants–which would truly shock me. HP has become strong in services after it’s acquisition of EDS in 2008, but is still much less prominent in services than IBM. So even with an aggressive acquisition program and strong organic growth, HP looks to be a hardware-dominated company for a long time in the future.
Meg Whitman appointed CEO
It’s hard to say what influence this will have on the corporate strategy. Ms. Whitman is a seasoned CEO who has been involved in great success, although one could argue that she was very fortunate to benefit from a snowball rolling downhill with Ebay. In addition, her background is heavily consumer products with almost nothing in the enterprise space, which is HP’s supposed new direction. HP’s business is only 25% consumer products, and if you eliminate the massive PC business, it becomes a whole lot less. I never underestimate smart people or their ability to adapt, and she definitely fits in the smart category. But experienced business people also tend to fall back on the comfort level of their past experience and what they understand best. It will be very interesting to watch as Ms. Whitman’s tenure evolves, especially how she affects the previously announced strategy.
What happens next?
I think that HP ends up keeping the PC business, while at least in the short term attempting to become more software and services intensive. You’ll see more software and services acquisitions. But I wouldn’t be surprised to see the flight away from consumer-oriented businesses to abate as long as Meg Whitman is CEO.
I also think that the original IBM-style strategy will be difficult–but not impossible–for HP to implement. For this approach to work, shareholders, employees and the board will all need to be very patient and supportive of the plan. Meg Whitman will really need to believe in it as well, and as discussed above, her background is far from a perfect fit for where they’re headed. My guess is that this strategy won’t be given enough rope for it to work and we’ll see another change of direction in the medium-term, but you never know. That’s what makes this kind of speculation so much fun!
What’s your take on the future direction of HP? Where are they headed, and does it end well or not? I’m interested in your analysis of recent events at the company; post a comment to share your views and continue the discussion.
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Strategic Implications of the Google-Motorola Mobility Deal
The big question is why is Google doing this? Media reports and analysis of the potential deal has been all over the map. Much speculation has centered on the real value being in the large Motorola patent portfolio, to help defend Android against lawsuits. There has been other commentary which points to the possibility of using the Motorola set top box business as an entrée for GoogleTV to finally penetrate the market. One pundit has even suggested that Google will eventually be giving away Motorola/Android handsets, in an effort to disrupt the marketplace and further drive mobile advertising revenue.
The only folks that really know are those inside Google, and they aren’t saying.
I’ve seen this called a “Bold” move–but it is Bold or a really bad idea? Let’s look the deal from several angles:
Deal Price
The price, $12.5B seems very rich to me for an also-ran commodity hardware maker, but I’ve of course not modeled it and done rigorous “what if” analysis like the quants at Google surely have. As mentioned above, a lot of the analysis of this deal has centered on Motorola’s 17,000 held and 7500 pending patents, supposedly to help defend Android against a recent spate of lawsuits. That’s a lot of patents, not doubt. But how many of them are actually relevant? A Motorola shareholder has recently filed suit on the basis of the deal being below fair value, so maybe my opinion on the deal price being rich is off base. Of course, anyone can file suit for anything.
Hardware vs. Software, Margins & Commoditization
This is the biggest issue to me. Google has a beautiful, high margin software business. In most cases, I am baffled when a successful software company wants to buy into or otherwise enter the hardware business, as I have written previously about Oracle. In addition to higher margins, software tends to commoditize much less quickly as well, as you can constantly tweak and go vertical with your applications to stay ahead of competitors. Motorola Mobility is in a high volume, hit-driven business which tends toward low margins pretty quickly. You can make money in this segment, but results tend to change quickly, and it really helps to be one of the big two or three market gorillas.
Android Licensees
Of all the negatives, this one baffles me the most. Google is positioning itself to compete with its customers–the Android licensees. I realize this is the age of “coopetiton” and all that. But from a strategic perspective, it’s far better NOT to compete with your customers and partners if you don’t have to. This strikes me as one of those times that it’s not really necessary. The Google pundits are spinning the story that Google can use all of those patents to defend the Android licensees against business-damaging lawsuits, so they’ve really done this FOR the licensees. Maybe this is true, but it sure smells like spin to me. I think that handset manufacturers will be much more careful about investing in Android-based systems going forward.
Apple vs. Microsoft
Google Android has been positioned as hardware-agnostic system software, which has allowed it to grow extremely fast and shoot past the Apple iPhone in volume. Think Microsoft Windows in PCs in the old days vs. the MacIntosh. Apple is the world’s darling now and Microsoft isn’t held in high regard like it used to be. Apple has always used a strategy of tightly coupling their software with only their own hardware. But Microsoft built a hugely profitable software business with 90% market share by following a software-only business model, centered on partnering with hardware vendors–and swamped Apple in the PC business. Of course, Apple has won big in some major categories recently with their favored approach. The final verdict for each of these two very divergent strategies isn’t yet clear in the smartphone segment. How important is having the software and hardware under one umbrella in this particular market, versus the ability to propagate your technology more broadly with 3rd party hardware partners? We shall see.
Business Complexity
A software-only business is far simpler since you don’t have to deal with the complexities of hardware supply chains, obsolete equipment, and inventory forecasting. Because of this, it’s much easier to focus your resources on fewer key business drivers, and much easier to “turn the ship” when necessary. Google is getting to be a very large, complex business as it is. Adding hardware to the mix will only make it more complex, and harder to manage as a result.
What Does Google Really Do with Motorola Mobility?
I have seen a lot of speculation in this area, some of it ridiculous. As I stated earlier, One VC speculated that he expects Google to eventually give away free handsets to somehow drive advertising revenue. Although on the surface this seems to fit with the Google business model, it’s one of the silliest things I’ve heard, and a great way to lose money. Google announced that they will run the acquisition as a separate subsidiary, implying somewhat of an arms length relationship. Like we bought it, but we’re really not going to pay that much attention to what they’re doing, let alone influence how the company is run. Right — I’ve got some really attractive swampland you might want to buy if you believe that one. They just paid $12.5B–fair price or not–it’s not exactly chump-change. I think they have some plans and will be actively involved. But what are those plans? That’s being held close to the vest–it will be interesting to see what unfolds.
There are a lot of different ways to look at this deal. So many angles to view it, and a lot of information about Google’s true intentions aren’t available to us. But remember, most acquisitions fail. My own feeling is that if the Motorola patents aren’t worth $12.5B, Google will regret this deal. And unintended market fallout could make them regret it even if the patents are that valuable. It would not surprise me to see Google jettison the hardware business in a couple of years. I want to hear how you analyze this move, so post a comment to share your views on this deal and continue the discussion.
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Health of the Tech Economy
I was reading an article recently about how the number of new tech startups in my local San Diego area has doubled, to 70 new companies, compared to the same quarter last year. More than half of those startups were in software, computer hardware or communications. The article included a number of other criteria useful in measuring the health of the local technology market.
The direction of these measuring criteria for technology market health was somewhat mixed: Local tech employment was up, patents up sharply and M&A activity was up as well. Total Venture Capital fundings, which is an extremely important factor in tech company formation, came in less than half the comparable quarter a year ago.
So are these results a good proxy for the state of the broader technology business overall? I think they represent a very good set of indicators. Let’s take a closer look at some of these factors in a broader geographic view, in addition to a couple of additional indicators that I’ve added to the mix:
TECH EMPLOYMENT
I’ve added tech employment as it’s obviously a very key indicator of the health of any sector. Challenger, Gray & Christmas stated that the number of planned layoffs in technology fields fell to just under 47,000 in 2010, the lowest yearly total for the sector since 2000. The firm says this signaled that technology is recovering more quickly from the economic downturn than employers in other sectors.
During the next 10 years, the tech sector is forecast to experience one of the fastest paces of job creation of any industry. There are many anecdotal reports of strong demand for tech talent, especially in the crucial Silicon Valley market. Nearly 150,000 tech jobs are expected to be added in the US in 2011, says Sophia Koropeckyj, an economist at Moody’s Analytics. In February, there were about 6.1 million tech jobs in the U.S., up 2.4 percent from a year ago.
Tech sector employment trends appear much more positive than in the overall economy.
VENTURE CAPITAL FUNDING
The estimated market value of venture capital-financed companies in the U.S. rose 19% in 2010’s fourth quarter and 23% for 2010, according to the Dow Jones U.S. Venture Capital Index. The bulk of this is technology, and past returns are a very good indicator of amount of VC capital that will be available going forward. When VC funds have good returns, more money pours into their new funds, creating greater amounts of capital available to new startups in the future.
CB Insights report on Venture Capital Fundings in Q1 2011 showed total invested capital rose to $7.5B, up from $6.5B in Q4 2010 and $5.9B in Q1 2010. While a bit choppy, the funding trend has been generally up since Q2 2009. Again, this is bullish for the tech sector, which relies more heavily than most industries sectors on VCs for capital formation. Venture capital is still harder to come by than before the recession. However, while still down significantly from the go-go days prior to the recession, Venture capital availability is still a positive indicator of the tech economy’s health going forward.
M&A
The best tech M&A data currently available is from the first quarter of this year, and it is very bullish indeed. Mergermarket’s report on global M&A activity, published in April 2011, paints a bullish picture for acquisition activity in the early part of this year. This report shows the total value of worldwide technology M&A deals rose to $27,872,000 in Q1 2011, up very strongly from $10,729,000 in Q1 2010, even though the total number of deals decreased by 3 in this period. The numbers for North America were comparable.
It should be noted that while Q1 2011 compared very well to the same quarter in 2010, in both North America and Worldwide the trend was down from Q4 2010. So while M&A activity has picked up very strongly since the recession officially ended, the short term trend of the last quarter wasn’t a positive indicator for the future. This means that M&A activity is a bit of a mixed bag with respect to measuring the health of the tech economy.
TECH CAPITAL SPENDING
Forrester Research predicts that IT spending will increase in 2011 by a healthy 7.5% in the US, and 7.1% worldwide.
InformationWeek conducted a survey which showed that 55% of information technology professionals said their companies will increase information technology spending in 2011, while only 19% expect it to fall and 26% expect it to remain unchanged.
“Technology executives clearly see a sustained recovery of relevant Products/Services and a strong appetite for technology-related purchases by U.S. companies and consumers, which helped raise the position of the U.S. market,” said Gary Matuszak, partner, global chair, and U.S. leader for KPMG’s technology practice. “Coupled with demand from emerging-market countries, this combined opportunity bodes well for the industry.”
Technology capital spending trends, particularly in the US, provide a positive sign for the health of the tech economy.
TECH STOCK MARKET VALUES
The Dow Jones US Technology Index is up almost 20% over the last 12 month period. Stock values are very volatile and are affected by many factors other than the overall health of the sector, particularly in the short term. But over time they are a very good indicator of the health of the sector.
What Does It All Mean?
The indicators that we’ve taken a look at offer a mixed bag of conflicting signals up and down. While it appears more of the signals are pointing up than down, we are in an economy with a lot of uncertainty, and no definitive direction that can be predicted with any confidence. However, the software and technology sector appears to be in much better shape in the near term than both the US and worldwide economies overall. Farther out, the prospects for the tech sector appear to be much more bullish, especially when considering very long-term timeframes such as the next decade. Every company needs to draw their own conclusions about the economic impact on their market segment and individual company prospects. But in a larger sense, the arrow for the tech economy is more likely point up than down. If I’m the CEO of a software or tech company, the overall tech economy would be a positive factor in my decision matrix going forward.
So where do you personally think we’re at? Have we recovered, in the process of recovering, or is the tech business still treading water or going backwards? Post a comment and let us know where your own company’s situation stands with respect to recovery and future prospects.
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Should Microsoft Break Up?
Once again there have been discussions in the press about breaking up Microsoft. Years ago it was the government pressing the issue because of Microsoft’s perceived monopolistic hold on a number of software markets. Now it’s being driven by shareholders, unhappy with the stock’s unimpressive performance over the last decade. MS management is not fond of the idea of being broken apart, as management’s tend to feel. Unless the CEO is a financial engineer by background, the management team generally has no interest in breaking up their kingdom. But is a breakup the best way to go in the long run for the company? Will MS shareholders be best served by such a strategy? Let’s go to some of the pros and cons.
Pro Breakup Arguments
A breakup could unlock value not reflected in the MS share price-
The share price has been roughly flat over the last eight years. This is for a company that still dominates many computer markets, and is enormously profitable. Something isn’t right. Some would say that some parts of this huge company are over shadowed by the dominant businesses, and therefore aren’t fully valued. Specifically, you could break out some fast growing businesses that might demand a higher multiple. Conversely some slow-growing, but large businesses which generate large amounts of cash flow could become great dividend payers, like the GM or AT&T of their golden years.
There are also some potential advantages not so obvious to financial engineers:
Smaller, less bureaucratic operating units
This is not to be underestimated in its power to unlock value and growth. Anyone who has ever worked in a large company, and then gone to a startup, can testify to what freedom from the corporate bureaucracy can bring. Everything happens faster, and innovation is unleashed. Thoughtful risk-taking is allowed, and hopefully encouraged. If you haven’t seen it, it’s hard to understand the huge change that can take place in employee attitudes and behavior when working is a more entrepreneurial environment.
Greater focus
Focus is one of the keys to most successful businesses, but is hard to quantify. When you are very large and feel the need to continue to grow, it’s easy to lose your way. Senior management has only so much bandwidth, and can have expertise in only so many areas. Once this bandwidth is exceeded or new business activity drifts into areas outside of core expertise, mistakes start to happen. When a business becomes too large and diverse the management almost always becomes sloppy, and sloppy wastes money and reduces profitability.
Greater ownership
If structured properly, folks usually feel greater ownership and work harder, knowing what they do might actually make a difference. Not to mention that they are more likely to be recognized and rewarded for their efforts which actually grow the business.
No Place to hide
This is true both for sub-par employees and poorly performing businesses. There are many places to hide in a bureaucracy. With large profits and so very many people, staff jobs abound without a clear need, and real jobs that need to be done are broken up into such small pieces that accountability for the bigger picture suffers. New business units can be run as money losers for years as pet projects of a senior executive. In a leaner, more focused organization, both these phenomenon tend to go away.
Con Breakup Arguments
Synergies
Many would say that you’d give up a lot of great synergies in any breakup. The Office business was built in large part on the shoulders of the Operating System business, as an example. And Microsoft has stayed very focused on software (with a few high profile exceptions like the X-Box), so many of the businesses do relate to each other in relevant ways.
Brand power
This may be the greatest argument, in my mind, against breaking up Microsoft. The power of the Microsoft brand is enormous; put the Microsoft name on any new software or computer-related product and, at a minimum, it becomes an immediate contender in it’s category. Many mediocre software products have become category leaders almost strictly due to the power of the Microsoft brand. In any breakup one of the companies would retain that brand, and the other progeny would certainly be large enough to establish strong brands quickly. But would it ever be the same?
Tradition
To some folks, it just wouldn’t feel right. This is Microsoft, after all. The alpha dogs of software. One of the great pioneers and dominant companies of American high tech. To some, it would be unthinkable to destroy such an American icon, like tearing down the Statue of Liberty.
This all comes down to preferences and judgment in the end. Some like scale and dominant brands like today’s Microsoft, others prefer the speed and flexibility that comes with smaller business units. Many believe that there is nothing like a dominant industry player to drive profits, while those with a contrary view would say that visibility of individual businesses and less bureaucracy lead to greater returns. In my opinion, every major corporation runs its course as a successful entity, eventually faltering under its own weight as it suffers the excesses of success. The trick is in knowing when this point comes–and it’s often not obvious, except in hindsight.
My view is that Microsoft has likely reached a point where a break up makes sense. You could segment MS into several still very strong separate compaies, which I believe would free them to focus on specific markets with much less bureaucratic drag. That’s my view–what’s yours?
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Why is Intel Buying McAfee?
Intel’s $7.68B announced acquisition of McAfee raised more that a few eyebrows, both in the marketplace and on Wall Street. Does it make sense? It’s hard to say at this point. So much depends upon execution, as well as potential synergies seen by Intel’s management which may not be obvious to outsiders.
The price is almost 4X McAfee’s most recent annual revenue. That’s very, very pricey in almost everyone’s view. I’ve read a number of columns by others which analyze this deal from various viewpoints.
Let’s look at several potential rationales for this deal:
Diversification into software and services
Intel can’t grow in PC semiconductors forever, and is very dependent on the semi business, which can be quite cyclical. Theoretically, attempting to grow by increasing software and services as a percentage of the business makes a lot of sense. But Intel hasn’t been very successful in the past in this very endeavor, which I’ll discuss more below.
Technology synergies
Intel’s management has provided justification for this deal by talking about embedding security into its chips, as well as valuing highly McAfee’s embryonic security efforts in mobile devices and the cloud. I think these all have strategic merit–but are they worth anywhere near $7.68B?
Cost synergies
While overlapping functions can lead to cost savings in many acquisitions, there are probably not a lot of costs to be taken out in this one. McAfee is a big company, in a different business than Intel’s core business. Sure, there may be some common functions like HR and finance that can be combined to some extent, but I don’t see cost savings to a material degree here.
Use of cash flow
Intel generates a LOT of cash. They are one of the most successful tech companies of all times, and their PC processor business is nearly a monopoly, with terrific margins. So the cash is available, and it doesn’t make much sense to have it sitting in the bank earning 1%. THAT will kill your return on assets metric! It needs to be reinvested, or retuned to the shareholders…
Growth
On the surface, buying a big software company could be a good growth strategy for Intel. Assuming as there is a good return on investment, then why not? It’s going to be hard for Intel to grow much farther in processors. About the only area big enough to make a big difference in their processor business is in mobile. This is a very competitive arena which they’ve failed miserably in to date.
So that’s some of the reasons you might use to do a deal like this–but is that reality?
The real reason deals like this happen
CASH: The biggest reason that this type of deal happens is because it can. In this particular case, tech companies like Intel want to be seen as growth companies. It seems to kill tech companies to pay their cash flow out in dividends. But once your company gets to a certain size, it’s hard to be a growth company. A lot of bad acquisitions happen in the process of trying to continue growth status past a reasonable point. But is this the best return on assets, or use of cash flow, for the stockholders?
Why there is a good chance this acquisition won’t succeed
PRICE: Intel paid dearly for a very established security software player. They paid for the McAfee brand–but will they keep investing in it in the long run? History says that this business will eventually morph into “McAfee by Intel” and they “Intel Security Software”, if the business stays with Intel in the long run. Built into the price was also a large number of retail customers, a dealer and distribution network — but does Intel really want these things? If not, why pay for all of them?
TECHNOLOGY: Listening to Intel, this seems to be a technology play–but McAfee is universally not considered to have the best technology in the space. They win to a great extent on brand and sheer market presence at this point–like many large companies. Since the price paid was very high–why not buy a smaller player with much better technology to integrate with silicon–for much less?
CULTURAL FIT: Semiconductors and software are very different businesses. I’ve spent a lot of time in both. I have always said that the “Common Business Sense” that a management team falls back on when stressed, is a real problem when they are making decisions in an unfamiliar business. It doesn’t seem like brain surgery to manage a software business with a semi background, but there are subtle differences that tend to have massive consequences. Intel has bought a number of software businesses in the past–how many of them can you name? There is a reason for this, they tend to disappear in the large semiconductor bureaucracy and eventually wither away.
Typical M&A ISSUES: Key McAfee personnel will have a tendency to “cash out” and leave after the acquisition. This is a normal issue in M&A, and when the acquirer is in a different space, this can be a particular problem. Possibly the fact that McAfee is already a large public company may reduce this issue. But if the real assets of a software company (the people) walk out the door, there isn’t much left for your $7.68B.
In summary, I view this as a very questionable move by Intel. Intel has some very smart folks in management. Maybe they have some great strategic and tactical plans in mind, but if so, they’re keeping it all to themselves. For the stated reasons of embedding security in chips, mobile security and the cloud, they could have bought 2-3 innovative security software companies with bleeding edge technology–for a fraction of the price they’ll pay for McAfee. If this acquisition is to pay off, Intel will need to figure out how to leverage the McAfee brand, consumer franchise and distribution channels. I just don’t see this happening in the long run–I hope for Intel shareholders sake I’m wrong. Acquisitions are an area with room for a variety of opinions–what do you think?
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Is HP acquiring Palm a good idea?
To answer the question posed in the title, it definitely is if you’re Palm!
A long time player and sometime innovator in the mobile device marketplace, Palm was rapidly losing steam, market share and relevancy in the hyper-competitive Smartphone market. The company had staked its future on its new WebOS software platform and the recently release Pre SmartPhone.
After a long period of decline due to an aging product line built on an obsolete software platform, the Palm Pre and its WebOS software was introduced to critical acclaim by industry reviewers and pundits. Had these introductions come a few years ago, they might have indeed turned around Palm’s fortunes.
But competition in the SmartPhone marketplace has heated up to a white-hot level. After a promising early start, sales momentum of the new Pre products stalled, and this “last-stand” product introduction proved to be too little, too late. At nearly the first sign of Pre sales weakness top Palm executives began bailing out, while Telco partners quit promoting the product heavily, and it was also being dropped from the assortment of major retailers such as Radio Shack. The end was clearing in sight for this handheld industry pioneer.
In swoops HP to save what little shareholder equity was left. HP is on a roll, and in conjunction with their upward momentum they seem to be intent on acquiring everything available for sale, as well as competing in nearly every category of the technology business. This particular acquisition appears to me to be particularly high risk/high reward. It raises several key questions:
Did HP pay too much?
Probably. The price HP is paying for Palm is about $1.2M, while most knowledgeable industry observers had placed the value below $500M. This is hard to understand for the casual observer, but you must remember that a company is worth what the highest bidder is willing to pay. Except for those on the inside of the deal-making, no one knows what the sizes of the competitive bids were. So it’s a bit pointless to speculate whether they paid more than they needed to. The better question is what is the intrinsic VALUE of Palm to a company like HP?
A case can be made in this situation for bidding at a price that will prevent the transaction from dragging out. Software loses value quickly–especially in a fast-moving market like SmartPhones, and this is largely a software acquisition. Another big key to the valuation question is whether or not HP is able to hold together and retain the Palm team, especially the key developers. In most cases, buying a software business (which is the key asset of Palm) without the team is nearly worthless.
Can HP compete in the SmartPhone business, and should they?
This is a huge question in my mind. Hewlett Packard is definitely becoming the 10,000 lb gorilla in the tech business. But even the biggest giants reach a limitation on resources, most importantly senior management bandwidth and market segment knowledge. IBM at one time looked much like HP today, competing actively in nearly every important technology market. Eventually IBM lost traction and did a painful restructuring focusing on services. Microsoft is huge and still dominant in software, but they’ve been far from successful everywhere they’ve invested. There are many examples in the tech business of competing in too many competitive markets at once. The often-used analogy (which still rings true) is to Hitler opening up a two front war by invading Russia. The old joke goes that had he been more focused, we might all be speaking German today. I am very skeptical of Hewlett Packard being able to win in all of the major markets they appear to be serious about at the moment.
Can putting two losers together ever create a winner?
Not usually. I can’t think of a single high profile successful instance of this, although I’m sure it’s happened before. It usually doesn’t work in such a highly competitive market as SmartPhones, however. Palm was around 5% market share and fading fast. HP is very successful overall, but its iPaq SmartPhone has less than .1% market share–I’ll bet most of you are shocked to hear that HP was even in the SmartPhone market prior to this deal! When there is a reason that both companies are unsuccessful, it’s very difficult to change the equation simply by combining. Mergers often create more problems then they solve, regardless of how good they look on paper.
Having said all this, there is some synergy here. There is a belief is that one reason the Pre wasn’t gaining much traction was Palm’s precarious financial position. No one wants to carry around a phone that could soon become an orphan. The HP acquisition should help immensely on that front. Hewlett Packard certainly has the financial might, industry muscle and influence to improve the position of a well regarded platform like the Palm Pre and WebOS platform.
Will HP be patient and persistent enough to win in SmartPhones?
To me this is the biggest question. If you asked me 10 years ago I would have said no. As a former HP employee, at one time this wouldn’t have been the type of market that I would expect Hewlett Packard to have success. But since them I’ve seen the company persevere for decades as an also ran in the low margin, down and dirty PC business, and finally push Dell out of the top spot. There was a time when Dell (and a few others) used to laugh at HP in the PC market–but that ended a while ago.
I’m convinced that this ever more powerful version of HP can succeed in SmartPhones if they so choose. But as discussed above, even in a giant company like this, can they win so many tough fights across so many difficult market segments? That is a different question entirely–and something may have to give. They might not be able to win on all fronts.
Bottom line
The bottom line for me is that HP can probably muscle their way into the SmartPhone market if they want to bad enough. But can they do it while they also compete with Cisco in networking, IBM in services, and Dell in PCs–just to name a few? Even for a successful industry giant like Hewlett Packard is today, I believe in the concept of “biting off more than you can chew”. That is the real risk. One thing I think for sure is that this won’t play out quickly. Only time will tell whether HP ultimately has the market knowledge, patience, tenacity and will to win in this hit-driven and brutally competitive market. What’s your take on this high profile acquisition? Post a comment to rev up a discussion.
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Oracle is buying Sun?
Breaking News…. Oracle buys Sun!? What’s wrong with this picture?
What’s surprising is that a very large software company is buying a very large hardware company. You often see a hardware company buying a software company, but I can’t really think of a deal that’s gone the other way around. Certainly not at this level. My practice at PJM Consulting serves all kinds of technology companies–but a focus is on software. Although every situation is different, my typical advice is for software companies to stay away from hardware, if at all possible.
This news is very interesting on several levels:
Involvement of two high profile, strong personalities in the technology business
I’m talking about Larry Ellison and Scott McNealy. Of course, MCNealy no longer actively runs Sun, but he is still Chairman and a power to be dealt with. He was allegedly the force behind the killing of the potential deal with IBM. Apparently Larry and Scott are old buddies, so maybe there won’t be a problem. But these are two very strong-minded, controversial and sometimes outrageous leaders. Even though they are long time friends, they have never before played together so closely in the same sandbox. It wouldn’t be shocking to see a few disagreements, and some public drama as a result.
Combining the Largest Revenue Database Product with the Largest in Unit Market Share
This aspect of the deal will not get as much attention as some of the others. But Oracle is the 500 lb Gorilla at the top end of the market, and the open source MYSQL is the most popular database choice at the low end, particularly in website development. This aspect likely won’t demand anti-trust scrutiny because they don’t really compete directly. But potential marketplace competition from MYSQL going up market, and Oracle bringing out lower cost solutions, is eliminated by this deal.
Software Company buying a Hardware Company
As I stated above, this is highly unusual, especially for companies of this size. Most established software companies have very high margins, and wouldn’t want to “pollute” their earnings with the lower margin, often commoditized hardware revenue. I can’t think of another comparable deal, looking back even into the distant past. The business models are pretty different. In hardware companies manufacturing efficiency and inventory control are major factors in business success; in most software businesses these are inconsequential factors to success. Hardware businesses tend to be more capital-intensive, while software businesses are very R&D; intensive. I could go on, but suffice it to say that the management of these businesses includes different functional skill sets. Why is Ellison interested in Sun? Just for the Java and the Solaris OS software, or is he really going to continue with the hardware business as well? Even though in some ways, Sun was a bargain at the price of just under $6B net. But if he’s just interested in the software pieces of Sun, the price looks pretty steep–Sun’s direct revenue from Java and Solaris is a pretty minimal portion of its total revenue. Ellison had a flirtation with hardware years ago with the Network Computer concept–could he really still be itching to become a fully integrated systems company?
What will Oracle Do With Sun’s Software?
To me, this is by far the most intriguing question raised by the deal. Solaris is a nice OS, and has a good installed base. But it’s never really had the same impact in the market since open source Linux came around. Java is pervasive in the computing arena, and in embedded systems as well. It has a huge impact on the Internet. It’s literally everywhere. But after trying to charge big money for Java in the early days, Sun decided to give it away. I was intimately involved in the embedded Java market in those early days. Sun initially looked like they had created a technology that could allow them to challenge Microsoft for computing dominance. I believe Microsoft was very worried at the time. But to say that Sun fumbled the ball would be way too kind. Frankly, their effort to commercialize Java was like something out of the Keystone Cops. I could detail their myriad missteps. To summarize, the biggest problem was that they were a hardware company attempting to commercialize a software product, which usually doesn’t work very well. Sun appeared not to have a clue as to what they were doing. Finally, they quit trying to directly make money at Java; they put it into open source and basically decided to give away the technology to anyone who wanted to use it. It looked to me like a way to spite Microsoft, more than anything.
What Happens to Java?
So where does that leave Oracle once they close the deal and own Java? What is their plan to leverage Java in the marketplace? Will they start trying to charge for it somehow? I think this is doubtful; there’s probably no going back on that decision at this point. I’m sure that Mr. Ellison and his team have something in mind–but I can’t imagine what it is. They’ve been very savvy at making some acquisitions that haven’t looked all that complementary, that have worked out well. So I wouldn’t bet against them. But I can help wonder if they haven’t stretched a bit too far in their minds to find synergy in this one. It reminds me a bit of Ebay’s very expensive purchase of Skype, which is now being unraveled because it just didn’t create any synergy. We shall see what happens–it should be interesting to watch this unfold.
SUMMARY
The prospective Sun-Oracle deal is one of the more interesting we’ve seen for a while. There shouldn’t be any major anti-trust issues with this deal, and it doesn’t appear that a higher bidder is likely to emerge. Watching the organizational integration (and possible divestment), as well as the interaction of the outsized personalities, should be entertaining at the very least. But most of all look for what Ellison does with Java–that’s where the real intrigue lays. Post a comment to give me your view of this deal.
Phil Morettini
PJM Consulting
www.pjmconsult.com
Strategies for a Technology Market Slowdown
Is the world economy slowing down? What are the implications for technology companies?
Recently, technology stocks (along with the stock market in general) have tanked. There is a credit crunch that shows no signs of abating, and inflation is rearing its ugly head in some markets, and political gridlock seems to be the order of the day. Is the economy headed for a “double dip” recession–taking technology businesses down the drain with it?
I don’t think so, but I’m not in the business of forecasting such things. Tech stocks are often affected more severely than average in an economic downturn, which affects technology industry investment and ultimately tech growth rates.
So what should you do if you’re the CEO of a software or hardware tech business?
Be Prudent, But Don’t Panic
Now’s certainly not the time to stick you head in the sand, and hope the economy doesn’t get any worse. It almost certainly will; but more importantly, how will it affect your company? That’s what you need to ponder. Is your product a “must have” or a “very nice to have”? Obviously the “nice-to-haves” will have a tougher time in a declining economy, and should plan accordingly. So take the time to analyze you situation, and make a forecast for your own business, based up the unique circumstances of your market and company. Remember, hope is not a strategy.
Look For Opportunities to Outflank Weaker Competitors
For strong players, declining economies can be a great time to pick up market share from weaker competitors. If you have the resources and can do it safely, now might be the time to run a promotion, or selectively increase your marketing. It’s counter-intuitive to most managers’ instincts. But weakening the competition during a downturn can lead to stronger growth when things turn back upward.
Slow Near-Term Expense Growth, But Don’t Compromise Long-Term Initiatives
In most cases, companies will want to carefully monitor, and possibly cut back on their spending. You want to make sure that you don’t put your company in jeopardy, by have expenses out of sync with flat or declining revenues. But try your best to keep intact the initiatives that are critical to long-term growth. You must continue to think long-term as well as short term, assuming you don’t get in a situation where your survival is at stake. Cut back on advertising and office space if you’re seeing a slowdown–but make sure you don’t cut the product development project which will lead to growth 18 months hence. These can be tough decisions, but they really separate the long-term successful CEOs from the flash-in-the-pans. Almost anyone can manage when times are good.
Limit The Growth Of Your Staff
While prudent spending can be wise during a downturn, aggressively increasing the size of you staff usually isn’t. There are always exceptions, of course, but adding too much staff can really bloat your fixed cost structure, in a manner that limits your management flexibility. Unfortunately, many companies are often most aggressively adding staff at the end of a growth cycle–just in time for the downturn. If this leads to layoffs, it can have a devastating effect on your company’s morale.
Although layoffs are sometimes necessary, they are always painful and hurtful to the company culture–unless the company culture is already of the “Attila the Hun”, cutthroat variety. The founders of one of my former employers, Bill Hewlett and David Packard, ran HP for many years with a rule of thumb that limited staff increases to 25% of revenue growth. This helped them avoid the natural inclination to hire someone new every time a new task was identified. I believe was an important factor in many years of smooth growth–without layoffs. This particular metric might not be right for your company, but something similar could prove to be a useful damper on excessive hiring.
Make Sure That You Have Money For A Rainy Day
While it’s no time to panic, it IS time to make sure that you have the financial resources necessary to comfortably cruise through a downturn. Availability of funds and terms will only get worse if the stock market heads down further and the credit crunch continues. Also, make sure that you have available the largest line of credit possible with your bank. It may cost you an extra few thousand dollars a year, but its excellent insurance, if you are surprised on the downside. If you’re in startup mode and financing yourself on credit cards and home equity lines–maximize your future access to these as well! Whatever your sources of funds, make sure now that you’re financially well prepared for whatever the future holds.
Be Poised For The Next Upturn, Whenever It Happens
I mentioned earlier that you should try your best to keep long-term initiatives alive. In that same vein, your thought processes should CONSTANTLY be focused on the next upturn, in all of your decision-making. Again, this assumes that your survival isn’t in question. For example, while massive hiring isn’t usually wise during a downturn, you want to always be open to unique opportunities that may not come along often. Say there is a talented executive available, only because of the downturn. If you can safely afford him or her, snap them up now, before a competitor grabs them. Or retain a talented consultant to position yourself with a new technology direction or market segment when growth inevitably climbs. Downturns often present opportunities to improve your business when the next growth cycle occurs. But you need to be “looking ahead” and making good decisions now, to take full advantage of the upturn when it finally does.
Summary
Once again, now is not the time to panic. But it is an important time to plan. Anyone that can predict what will happen with an economy should go to the nearest casino–no need to waste your time with a software or technology company! So I suggest that it might be wise to do a “best-most likely–worst” 2 year forecast now, and try to plan as best you can for the two extreme cases. Post a comment and let me know your thoughts on how the economy and the tech industry will fare in the coming months.
Phil Morettini
PJM Consulting
www.pjmconsult.com
Is It Time to Sell Your Hardware or Software Company?
This is the point that most, if not all, technology entrepreneurs aspire to reach. They dream of selling their company and laying on a beach somewhere, a colorful drink with the requisite tiny umbrella, cooling in their hand.
There are a few of you out there that would never sell your company (it’s your identity, after all), preferring to work forever lest you slow down and quickly deteriorate. But that’s another story; we’ll save your psychoanalysis for another day…
Some of you that want to sell your company have the most grandiose plan of all in mind: An initial public offering (IPO) through a brand name investment banker, bringing not only unimaginable riches, but fame along with that fortune. But that rarely happens–we’ll also table that discussion for another column…
So let’s get back to the great majority out there, who set out to some day cash in all of your hard work by selling your company directly to another company. How do you know when the time is right?
WHAT MAKES PEOPLE WANT TO SELL
There are many triggers that set off serious reflection about whether or not to pursue a sale of a software or hardware company. Let’s examine a few of the more common:
- A potential acquirer approaches the company with an offer
- A current strategic partnership grows closer, and it seems to make sense to grow closer still
- Business is bad, and the principals begin to worry about losing everything
- Negative cash flow is starving the business, forcing a sale to ward off bankruptcy
- The owners need cash for another reason; be it investing in another business, or personal reasons
- The owner/operators are burnt out and no longer enjoy the business
- Business has been robust, and the owners astutely consider whether now is the time to maximize their return and minimize their risk by selling now
- It becomes clear that there is a viable business but is better suited/more valuable within a larger company
- It’s time for the owners to retire (it seems that very few high tech entrepreneurs make it this far!)
These are the most common reasons that come to mind–it is certainly not a complete list. Although we are talking about companies, the decision to sell ultimately comes down to a personal decision by one or a few individuals. So the reasons that these decisions happen are as varied as the population overall.
Given this list of common rationale for considering a sale, what are the RIGHT and WRONG reasons to consider a sale–if you want to maximize your return within your particular circumstances?
WRONG REASONS TO SELL
On an impulse–you’ve been running your business, not even think about selling your company. An offer comes along, and you get caught up in it–without having planned for it. Or things have been going poorly, and you are at an emotional low. Acting in these circumstances is similar to getting married, divorced or starting a new business–don’t do it without thinking it through, or planning it properly.
Fear–don’t sell just because you are scared; that’s probably the best way to leave money on the table. There are ups and downs to every technology business. In my experience, things usually aren’t as bad as they look at a specific “down” point in time–or as good as it looks at an “up” time. It’s important to look at the prospects of a business over a period of time, considering both how things have gone and the forward-looking forecast.
Sales are in decline–this is the worst time to sell. If you do this, all leverage goes to the buyer. Of course, panic sets in, as you see your valuation melting away, and human instinct is to “get what you can” before it degrades further. But first consider the situation coldly, without emotion–is it reasonable that you can turn it around and reignite growth? Is the decline all specific to your business, or is it a cyclical market, or a bad economy overall–which might turn around in some reasonable time period? Sometimes selling under these circumstances is the right thing to do and is unavoidable. But with proper planning, you may be able to sell your company BEFORE this happens, or turn it around first.
RIGHT REASONS TO SELL
You believe you’ve reached the peak of valuation–this seems obvious, but it is difficult to do. Finding the right time to sell is tricky; you don’t want to exit too early and leave money on the table. So the inclination, given that tech businesses are value as a multiple of revenue or EBITDA is to hold on until growth stalls. But if you wait until you built up your sales so much that little “natural” growth” is left in your product/market cycle, the business may not look as attractive going forward for potential buyers. Most strategic buyers would like to see good growth prospects in a potential acquisition. So it might be best to “leave a little growth on the table”; this might lead to a higher multiple from the buyer.
You haven’t been enjoying running the business for a very long time–I believe strongly this is a time to get out. If you have someone else whom you feel comfortable leaving in charge, that’s fine. But otherwise, either you’ll run it in to the ground from burnout, or you’ll walk away and let someone else destroy it because you just don’t care anymore. Passion is important in the tech business; when it’s gone, it’s usually a good time to sell.
A fundamental shift in the market or your business–This could mean many things: you have lost a number of key people, the economics of your market changes, or a major investment will be required to keep the company on a growth path. The specifics here could be quite varied; the common thread is that with the change in fundamentals there are real clouds on the horizon. This leads you to a thoughtful belief that continuing to operate the business as a standalone entity isn’t optimal.
THINK IT THROUGH
An exit or sale of your company, is a very important “life changing event” for the owners, founders and managers of a software or hardware company. I’ve seen sales come together very quickly and completely unplanned. I view unplanned company sales as the business equivalent to a quicky divorce that ends up as an emotional event, without careful consideration or an objective study of the alternatives and consequences. It is a once in a lifetime event for many, and should be given the careful consideration that these types of events deserve. That’s my view–post a comment with your own Exit tales or opinions.
Follow Phil Morettini and Morettini on Management via Twitter, Facebook, LinkedIn, RSS, or the PJM Consulting Quarterly Newsletter. Contact Phil directly at info@pjmconsult.com
Links
-
Follow me @TechnologyGuy
