Friday, February 28, 2014

Does growth always translate into good returns ?

With multi-billion dollar valuations of recent technology deals, there is a renewed focus and interest in understanding whether these valuations are justified.  Growth and user adoption have  become the 2 prominent  metrics for rationalizing investments off late. It is true that these are important data points  and need to be factored in in valuing firms. But growth and size alone do not  translate into value and it is critical that we remember this nuance. Even big companies often mistake growth for returns resulting in sub par performance.

Prof. Damodharan  from NYU makes an excellent argument on this in his blogpost  where he argues that there is no glory in growth for the sake of growth and that less than 50% of companies post returns in excess of their cost of capital. He uses Google as an example to demonstrate declining marginal pre-tax return on capital. His analysis only covers through 2010. I extended this through 2013 to understand the type of investments ( organic and inorganic ) that Google has been making off late and how efficient it has been in managing its investments.

Google_ROC_Analysis1 Google_ROC_Analysis2

Not surprisingly, the return on capital continued to decline and so are the marginal returns on pre-tax operating income. Some might argue, that the type of investments that Google is making will materialize 3 to 5 years down the line. I am not sure if that argument holds good as it is clear from the above analysis that returns have been consistently declining ever since Google went public .More importantly their marginal returns on pre-tax operating income have been particularly bad for the past 2 years. It is clear that Google’s recent investments haven’t been as lucrative as they were a few years back. Though some of this might be a natural progression of becoming a mature company, it might also be a result of sub-optimal investments and operational inefficiencies. As you are probably aware, some of Google’s recent acquisitions (e.g. Motorola ) haven’t performed to expectations and might have contributed to the declining returns.

It is worth pointing out that despite declining returns, Google still commands a very respectable return on investment of > 17% that is well above its cost of capital. Also, given its market dominance and resource talent, there is no question that Google is a great company and would continue to outperform the market. The interesting point to note here is that Google despite being a stellar company cannot sustain the quality of its returns over time, and that its growth is not as profitable as it used to be. If so, how can we assume that a startup with negligible revenue and high user adoption  can translate its growth into value. This is not the first time where growth has been rewarded despite the underlying risks in monetizing that metric. Not long ago, internet companies were valued based on metrics such as unique visitors and eyeballs. We all know the end of that story : a number of companies went bust when investors started demanding revenues and profits.

I remember reading a comment on one of the blog posts which clearly summarizes my thoughts : “Growth for the sake of growth is cancer”.

Saturday, February 22, 2014

Are acquisitions a vehicle for capitalizing R&D ?

 

Jim Chanos, a well known hedge fund manager has accused technology companies of using acquisitions to maintain revenues while capitalizing R&D. He shorted HP citing  this exact reason (see video clip) in July 2012 and in another CNBC interview aired his concerns of inorganic growth and why he is a great fan of companies investing on organic initiatives as opposed to buying growth.

While I greatly admire and respect Chanos, I can’t disagree more of his position and his underlying logic. For one, capitalizing R&D is not a bad thing as long as you are consistent .We all know that the benefits of R&D are typically realized in the long run ( stretching over a  5 year span if not more). Under accrual accounting, the logic dictates that any expense should be incurred in the same period when its associated benefit (or revenue) is realized. So why is that we expense R&D as opposed to amortizing it  like we do for other long  term investments. The reason we don’t capitalize R&D (though it makes perfect sense to) is because of the conservative nature of our accounting rules and because it is hard to speculate the duration over which R&D benefits are realized. 

So the approach we have been using all long for reporting (expensing R&D as opposed to capitalizing it) is inherently wrong. However this gets balanced out in the long run as long as the company is consistent in its R&D spend and is not making drastic changes from year to year – so it not a big concern. The same can be said of acquisitions. Though an acquisition would result in capitalized R&D and hence helps out firms who haven’t spent on R&D  in the past, it doesn’t reduce your future expenses - companies typically do not let go of acquired technical talent ( which in my experience is the prized asset they are going after). On the contrary, companies usually end up investing more R&D after an acquisition to integrate and realize synergies. So you are essentially not reducing your future R&D expense and the fact that you capitalized  past expenses doesn’t really matter as long as the company has been consistent with its acquisitions, .

So for  technology giants like Oracle, IBM or  Cisco which have been consistently acquiring companies and are hence capitalizing part of their R&D all along, I see no material impact – The acquisitions should not change their financial metrics one way or the other as argued by Chanos.

In my humble opinion, financial restructuring is the last thing in mind when companies go after acquisitions especially in the technology industry where time to market is key and you can’t afford to be late and out of contention. Further more, acquisitions consume resources to integrate and inflate expenses in the short run and do not turn accretive till one or 2 years at the very least. So it is unfair to suggest that  companies like IBM  are some how misleading shareholders and that acquisitions are inherently bad. One needs both organic and inorganic investments to be relevant these days and as long as the firm is consistent in its approach and execution, you shouldn’t be concerned.

HP (HPQ) is now trading at ~ $30 almost 50% more than what it was trading in July 2012, when Jim Chanos shorted it. I am not suggesting that this validates my analysis, as stock price can change for a number of reasons. But if HP can recover despite a number of challenges including its bungled acquisition of Autonomy (for which it grossly overpaid ), so can any other company and arguing that all technology acquisitions are financial window dressing is flat out incorrect.

Wednesday, February 12, 2014

M&A Monthly Synopsis - Feb 2014


January had been a good month for M&A with Lenovo and Google making multi-billion dollar announcements.

Continuing on, here is a summary of technology deals in Feb 2014 ..

Feb 2014 Deal Quadrant*




* Log Scale; Best estimates used when values not available





Date AnnouncedAcquirerTargetValuationTarget OverviewCountryLinks
2/3/2014MonetisePozitron$100 MPozitron delivers  mobile banking, payments and commerce solutions to businesses in its home market(Turkey),  the Middle East and internationally TurkeyOfficial Annoucement
Yahoo Finance
2/3/2014McGraw-HillEngrade$50 MEngrade offers a cloud based open digital platform for K-12 education that unifies data, curriculum and every day tools to drive student achievement United StatesTechCrunch
2/4/2014Renova GroupOcto Telematics$547 MTelematics offers insurance telematics services (“smart insurance”) and is a developer of a range of specialist applications for insurance and transport companies to optimize fleet managementItalyOfficial Announcement
2/5/2014Materialisee-prototypyN/AE-Prototypy, a polish based company  is a provider of rapid prototypes and 3D printing servicesPoland3D Printing Industry
2/5/2014AmazonDouble Helix GamesN/ADouble Helix is a game studio and is the developer of Killer Instinct, a well known game offered on XBoxUnited StatesGameSpot
2/6/2014OpenTableNess$17 MNess is a provider of mobile personalized restaurant recommendations,United StatesOfficial Announcement
2/6/2014LinkedInBright.com$120MBright.com allows users and job seekers to search for jobs that match their interests. Bright uses a magical combination of data science and machine learning algorithms to offer better matches.United StatesTechCrunch
2/6/2014McGraw-HillArea9ApsN/AArea9 develops adaptive learning technologies that helps facilitate a better way of delivering training and education.DenmarkOfficial Announcement
2/6/2014First American FinancialInterthinkx$155 MInterthinkx is a provider of loan quality analytics, decision support tools and loan review services for the mortgage industry.United StatesMarket Watch
2/7/2014MakeMyTripEasyToBook$5 MEasy To Book is an Amsterdam-based hotel booking portalNetherlandsTechCrunch
2/10/2014 Alibaba Group AutoNavi $1.58 B AutoNavi is a publicly held chinese digital mapping and navigation firm China Reuters
2/11/2014 Yahoo Wander > $10M Wander is a NY based app startup that lets users create a series of photographs in a package called a “Day,” which can be shared the next day. United States TechCrunch
2/12/2014 Galcon CyberRain N/A  CyberRain is a leading manufacturer of weather-based smart irrigation systems for residential and commercial landscaping applications. United States  PRWeb
2/13/2014 Bit9 Carbon Black N/A Carbon Black offers solutions for endpoint threat detection and response United States VentureBeat
2/17/2014 Google SlickLogin N/A SlickLogin uses smartphones and high-frequency sounds for identity verification on Web sites. United States  eWeek

cNet
2/18/2014 Click Software Xora ~$15M Xora provides cloud-based software solution for  mobile workforce management United States WSJ

Frost & Sullivan
2/19/2014 Synopsis Coverity
$350M
Coverity is a provider of software quality, testing, and security software that help developers reduce associated risks in the  code. United States Official Announcement
SecurityWeek 
2/19/2014 Facebook WhatsApp $16B Popular messaging app with over 450 million users worldwide United States TechCrunch TheVerge
2/19/2014 True Position Skyhook Wireless N/A Skyhook Wireless develops Wi-Fi positioning systems to provide location results in urban areas United States  TechCrunch
xConomy
2/21/2014 Apple Burstly N/A Burstly is the owner of an in-app ad management platform called SkyRocket and the parent company of popular mobile app testing platform TestFlight United States  TechCrunch
TheNextWeb 
2/21/2014 Google Spider.io N/A Spider.io develops fraud detection technology designed to discover malicious code and scams that are embedded within links and media United Kingdom  zdNet
pcWorld 
2/21/2014 Rovi Veveo $62M Viveo is a video discovery startup that uses natural language processing and semantic technologies for intuitive video search and recommendations United States  zdNet
pcWorld 
2/23/2014 Good Technology BoxTone N/A BoxTone's   mobile management platform addresses customer requirements for Mobile Device Management (MDM), Mobile App Management (MAM), and Mobile Service Management (MSM) United States  Official Announcement
ZDNet
2/24/2014 Oracle BlueKai ~$400M BlueKai offers a cloud service that allows marketeers to understand who people are as they surf the web. That lets them find the right people to send their ads and offers to. United States MarketWatch
BusinessInsider
2/24/2014 IBM Cloudant N/A Cloudant is a a privately held database-as-a-service (DBaaS) provider that enables developers to easily and quickly create next generation mobile and web apps. United States  Official Announcement
2/24/2014 CloudFlare StopTheHacker N/A StopTheHacker offers SaaS solutions for web malware, security and reputation protection. United States TechCrunch
2/24/2014 Monster Worldwide Inc. TalentBin
Gozaik
N/A TalentBin & Gozaik are two startups offering tools for recruiting on social networks United States MarketWatch
2/26/2014 Workday Identified N/A Identified is a a developer of HR analytics software that provides insights into job candidates and recruiting activity. United States Forbes
TechCrunch
2/26/2014 Square BookFresh N/A BookFresh’s software helps local sellers create self-service appointment booking experience that connects them with customers. United States BusinessInsider
ZDNet

Sunday, February 9, 2014

Why Google's acquisition of Nest Labs makes sense

Google has paid an astronomical price ( $3.2 B) for acquiring Nest labs when compared to its 12 month trailing revenue - annual revenue of Nest is presumed to be ~ $300m.

A 10x revenue multiple is unheard of for an electronic appliance whose gross margins are  likely in the 40% range. So why did Google pay such a huge price?

The answer to this question lies not in the standalone business of Nest, but what is feasible under Google's umbrella. So the so-called synergy for Google is what makes up the difference ... a significant difference indeed which in my opinion no other company is in a position to realize (except may be Apple). For one, Google is at the forefront of big data having successfully managed , analyzed and processed petabytes of data while supporting billions of requests from customers across the world. So it has more or less mastered the art of human interaction around search. This is bound to amplify with the progression of networked devices adding a new dimension  ... you will see a lot more machines contribute and consume information just like humans and in most case lead to increased automation - Analysts term this phenomenon as Internet of Things

Nest is at the cutting edge of Internet of Things (IOT) from a customer stand point  .. having revolutionized the way people use thermostats and smoke alarms, Nest is intent on expanding its product portfolio and building an ecosystem of networked devices for a family. This consumer focus aligns perfectly with Google's culture and ecosystem. Further Google's existing infrastructure will help scale and extend the reach of Nest... while Nest's relationships with retailers such as Lowes and Home Depot will complement and extend Google's Go To Market options.

Just like YoutTube, this acquisition is bound to be a significant winner in the long run and this deal in my opinion is a win win for both Google and Nest.

M&A Monthly Synopsis - Jan 2014


Having been part of IBM's M&A machine and having contributed to the end to end process of various deals, I can attest to the effort that goes into a deal before it becomes public ... and more importantly the significance that companies and their senior execs are putting into inorganic growth. As most of you are probably  aware,  acquisitions are becoming an integral part of  company's growth strategy especially within the technology sector, where timing is critical to remain relevant.... I am starting this blog to share my perspectives on the M&A activity, keep a tab on the latest technology deals and most importantly continue learning  from like minded people. 

Here is a brief  summary for the month of Jan 2014 :

 




Date AnnouncedAcquirerTargetValuationTarget OverviewCountryLinks
1/2/2014FireEye Mandiant $1 B Mandiant is a leading provider of advanced endpoint security products and security incident response management solutions. United StatesOfficial Announcement

 zdNet
1/4/2014Apple SnappyLabs N/A Snappy Labs lets people quickly take a stream of photos and then pick the best ones United States TechCrunch
1/6/2014Google Bitspin N/A Bitspin is  a maker of  Timely, a clock mobile application for Android mobile devices. It provides an array of stylish chronological functions—including an alarm clock, stopwatch and timer. Switzerland TheVerge

 zdNet
1/6/2014 Palo Alto Netwoks Morta Security N/A Morta Security is a 2 year old startup that  provides network security solutions to guard against cyber threats United States Official Announcement
1/6/2014Microsoft Parature $100 M Parature is a  SaaS based customer service software provider that helps customers manage help deks, provide automated customer service, discussion boards etc. United States TechCrunch
1/6/2014 Verint Systems KANA Software $514 M KANA Software is a customer service software provider that supports both on-premises and cloud delivery models. United States zdNet
1/6/2014Convergys Stream Global Services $820 M Stream Global provides customer relationship management services in 22 countries and 35 languages. United States Reuters
1/7/2014 Oracle Corente N/A Corente is a maker of software-defined networking (SDN) technology for wide area networks (WAN) that accelerates deployment of cloud-based applications and services. United States Official Announcement
1/8/2014Facebook Little Eye Software Labs N/A Eye Software Labs is an Indian mobile analytics startup that makes software for analyzing performance of Android apps. India Tech Crunch

PC World
1/8/2014 Elliott Management Riverbed Technology $3.2  B This offer has been rejected on Jan 15th by Riverbed which makes networking equipment and performance software for wide area networks (WANs). United States Reuters

Rejected - Motley Fool
1/8/2014 Citrix Systems Framehawk N/A Framehawk optimizes the delivery of virtual desktops and applications to mobile devices United States Official Announcement

zdNet
1/13/2014 Google Nest Labs $3.2 B Nest Labs manufactures and distributes internet-connected thermostats and smoke alarms United States CNN

Android Authority
1/13/2014 Astrata Omnitracks Europe N/A Omnitracs Europe provides telematics services to the transport and logistics industry. Netherlands PN Newswire
1/14/2014 PROACTIS Holdings EGS Group $5 M EGS Group is a spend management solutions provider which has more than 70 hosted customers United Kingdom Official Announcement
1/15/2014 Google Impermium NA Impermium is  an anti-spam company that provides social content cleaning services for Web sites and social networks defending them against social spam, fake registrations, racist and inappropriate language, and other forms of abuse. United States zdNet
1/20/2014 Accenture PLC Client House N/A ClientHouse is a German provider of cloud computing and customer relationship management (CRM) consulting services for Salesforce.com and Veeva Systems  Germany Infotech Lead
1/20/2014 Aastra Technologies Telepo AB N/A Telepo AB offers cloud- based, multi-tenant Enterprise Communication solutions Sweden
1/20/2014 GenesysVentriloquist N/A Ventriloquist  offers cloud based multi channel customer communication services. Canada Business Wire
1/21/2014 VMWare AirWatch $1.5 B AirWatch is a mobile security and enterprise mobility management solutions. United States zdNet
1/21/2014 Yahoo Sparq N/A Sparq is a Mobile Marketing Startup that links specific website or e-mail to an exact spot in an application rather than the mobile application’s landing page. United States TechCrunch
1/22/2014 Service Source International Scout Analytics$32 M Scout Analytics is a provider of predictive analytics for subscription businesses - it helps analyze customers' subscription usage, spending, and other behaviors United States Yahoo Finance
1/22/2014 Oracle - Responsys Push IO Inc. N/A Push IO is  a Leading Cloud Provider of Mobile and Web Push Notifications. Responsys Adds Enterprise-Class Push Messaging Platform to Interact Marketing Cloud United States WSJ
1/23/2014 Lenovo IBM x86 Server $2.3 B IBM's x86 Server Hardware & Maintenance Services Business including system x, bladecenter and flex system blade servers and switches,Morta Security is a 2 year old startup that  provides network security solutions to guard against cyber threatsUnited StatesNYTimes
1/23/2014 AOL Project Rover $91 M Project Rover doing business as Gravity, is a startup that lets Internet publishers and advertisers target content based on users’ tastes and online activities. United States TechCrunch
1/23/2014 Demandware Mainstreet Commerce N/A Mainstreet Commerce is a provider of cloud-based order management solutions. It includes automated payment processing, order processing, shipping management, drop-shipping and fulfillment.United StatesOfficial Announcement
1/26/2014 Google DeepMind $401 M DeepMind develops artificial intelligence systems. - Its main asset is personnel, including dozens of experts in machine learning. United Kingdom TechCrunch
1/29/2014 Lenovo Motorola Mobility Holdings $2.9 B Google is divesting itself of the handset division it purchased in 2011, while retaining some of the assets such as patents.United StatesOfficial Announcement
1/29/2014 Telenav Skobbler GmbH $24M skobbler GmbH, a German startup that makes map applications and mobile games. It develops and sells smart location-aware applications and map technology for mobile devices. Telenav plans to use Skobbler's technology to improve its Scout.me GPS navigation app. Germany TechCrunch

Official Announcement
1/30/2014 Dassault Systemmes Accelrys $750M Accelrys is  a scientific PLM software maker that develops scientific business intelligence. This is an all cash dealUnited StatesBloomberg