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Ellison's Early Xmas...

Quite the day for the world's second wealthiest software magnate. In what's been a turbulent U.S. equity market, Larry Ellison enjoyed not one, but two financial boons today:

  • Oracle reported stellar Q2 financial results last night after the close; showing the world that, once again, his vision of consolidating the enterprise software industry is working. And those assailing the plan as a means of masking slowing organic growth are having to resort to the New Math in order to keep singing that song at this point. Database and middleware grew 30% in the Q; which is the best number I can recall from the company in at least 10 years [if anyone feels like confirming that as fact, I would greatly appreciate it].
  • And then NetSuite, a company I've discussed quite a bit over the years, listed shares today at $26 per share, significantly above the thrice raised proposed offering range. As if that weren't enough, the stock rallied sharply late in the day to close the day at $35.50. In the process, that puts NetSuite's market capitalization at an astounding $2.1 BILLION.

Assuming the underwriter's exercised the over-allotment today, Ellison (and family + related parties) will beneficially own 65.4% of the outstanding shares; putting their one day paper gain at $1.38 BILLION.

Eggnog_2 'Tis the season and that means giving as well as getting; and so I'm sure Marc Benioff, a former Oracle acolyte, would like to say thanks today, too. You see, the lofty valuation afforded NetSuite today had a halo effect on shares of salesforce.com (CRM); as investors no doubt looked upon the relative size, profitability and cash flow generation of CRM and bid the shares up in sympathy. CRM finished the day at $65 (up 8%) at a new 52-week high.

As a shareholder of both CRM and ORCL, I too will raise a glass of eggnog tonight for the early holiday tidings.

Note: This is not a recommendation to buy or sell CRM, N, ORCL or any other security, but is merely a personal analysis to foster discussion for informational purposes only. At the time of this writing, I and/or funds I maintain discretionary control over, did not maintain a position (long or short) in N but did maintain long equity positions in both CRM and ORCL. As always, we reserve the right to alter our investment holdings at any time in the future. We also may, at times, carry derivative options on underlying positions as a hedge.

oracle orcl netsuite n ellison ipo software saas investing woodrow enterprise irregulars

NetManage acquired: Cheapest Nasdaq software stock no more...

As you might imagine, as technology investors, my partners and I maintain a variety of data sets that help us in our due diligence and screening processes. Two of the more basic measures used to value software companies are:

  • Enterprise Value/Revenue
  • Enterprise Value/Maintenance Revenue

Given the sticky nature of maintenance revenues, it's emerged as one of the main anchors for structuring software M&A over the last few years. Maturing software companies that have shown an inability to grow license revenues (or even suffered license revenue declines in many cases) have managed to maintain maintenance revenue renewals at a surprising rate (despite the best efforts of guys like Vinnie).

Netm So what does this have to do with today's announced acquisition of NetManage (NETM) by privately held Rocket Software?

For whatever it's worth, NetManage was the cheapest (or least expensive) Nasdaq-listed software company that I knew of:

  • Share price (12/11/07): $3.69
  • Shares outstanding: 9.78mm
  • Market cap (12/11/07): $36.1mm
  • Cash and equivalents: $25.72mm
  • Enterprise value: $10.38mm
  • $33.79mm in TTM revenues
  • $23.95mm in TTM maintenance and services revenues
    • Roughly $16mm in TTM maintenance (we use a percentage formula in our screens when maintenance isn't explicitly broken out)

For those playing at home, that implies NETM was trading at:

  • 0.31x EV/Sales
  • 0.65x EV/Estimated Maintenance

Today's takeout, by privately held Rocket Software, for $69mm in cash, represents a 95% premium to yesterday's closing price. Using the aforementioned financial metrics, that value the company at 1.32x EV/sales and roughly 2.8x EV/TTM (estimated) maintenance. Just to put a finer point on how "cheap" NetManage was, today's valuation would STILL put NETM at the 16th "cheapest" Nasdaq-listed software stock on a EV/revenues basis.

Don't misconstrue my comments to imply that "inexpensive multiples = good investments."
In many cases, companies are "cheap" for a reason. In the case of NetManage, I don't profess to know much about the fundamentals of the business that couldn't be found in their SEC filings. But it's not everyday that you see the absolute cheapest company in one of your screens get taken out; even in this "Year of Software M&A."

Related:

Note: This is not a recommendation to buy or sell NETM or any other security, but is merely a personal analysis to foster discussion for informational purposes only. At the time of this writing, I and/or funds I maintain discretionary control over, did not maintain a position (long or short) in NETM. As always, we reserve the right to do so in the future. We also may, at times, carry derivative options on underlying positions as a hedge.

netmanage netm rocketsoftware investing m&a valuation software woodrow enterprise irregulars

Jeff gets the Microsoft/Facebook transaction exactly right...

Jeff reflects on a recent VC industry event he attended, and addresses the Microsoft/Facebook transaction; getting it exactly right.

Lot’s of grumbling about Facebook being valued at $15 billion and “how could Microsoft do this to us?”. Let’s be clear about something, Microsoft didn’t pay $15b, they paid $240 million out of their well stocked bank vault for pole position and, as Jim Long speculated, it doubtful they spent much time on the valuation. Will Price made the most salient point about this in questioning why FB would do this to themselves considering they have made their future employees options worthless.

Think about that for just a minute, if you already have options in FB the news that the company is worth $15b in that calculation (and it’s unavoidable irrespective of what people think FB is really worth, company valuation insofar as options calculation is a rigid event driven process) is great. I would imagine there were a lot of private wealth managers descending on FB HQ to tell employees how they could collar their options even though there is no market for them at the moment.

If you have yet to be hired by FB this news is no good news because it’s not like FB is going to give you $10m in options for being a senior product manager. I can only imagine some of the awkward conversations FB has been having with prospective employees about options these days. Basically, FB made it a lot harder for themselves to hire good people who understand cap table math.

I was on a blog hiatus at the time of the Microsoft's investment in Facebook but I can tell you that I was baffled at how many people were looking at that transaction through the wrong lens. I kept hearing about the "absurdity" of the $15B valuation as though that valuation has any real-world value. As Jeff says so well, the REALITY is that Microsoft used an infinitesimal amount of its cash hoard to secure:

  • A relationship with the fastest growing social network
  • A call option on potential future negotiations with Facebook
  • A much needed "win" against Google

Now, there are also plenty of reasons why Facebook agreed to the deal, but Jeff (channeling Will Price) does bring up an interesting point as to what this does for Facebook's ability to hire in the future. Then again, that's a problem that all companies face that scale. I'm not a VC, but intuitively it strikes me that it's rare for employee #500 to get rich on stock options at any company. Maybe my VC friends can put some meat on those bones?

Note: This is not a recommendation to buy or sell MSFT or any other security, but is merely a personal analysis to foster discussion for informational purposes only. At the time of this writing, I and/or funds I maintain discretionary control over, did maintain a long equity position in Microsoft but reserve the right to alter our holdings at any time. We also may, at times, carry derivative options on underlying positions as a hedge.

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Beauty is in the eye of the beholder: Why Scoble is right AND wrong about enterprise software

Robert Scoble, made quasi-famous for blogging early and often while an employee at Microsoft, now rarely revisits topics that revolve around enterprise computing. But this weekend, in reaction to comments recently made by Bill Gates, Scoble opines about why enterprise software isn't sexy or more specifically why it doesn't garner the attention that consumer-centric software does.

He comes to the following conclusions:

  1. Bill Gates is right, bloggers and journalists DO prefer to talk about consumer technologies
  2. The buyers of enterprise software are a minority that doesn't consult with the majority of the users before making decisions
  3. Media are paid to deliver eyeballs; and talking about consumer topics generates a lot more of them

He concludes his missive with a question:

Any of you have any ideas on how to make business software sexy?

Eimain Finally, he asks for we Enterprise Irregulars to weigh in on the topic:

I wonder what the Enterprise Irregulars think about this? (They are a group of bloggers who cover business software).

Scoble asked what we Irregulars thought, and boy did he get some answers:

I am really proud of the diversity and thoughtfulness that many of my fellow Irregulars brought to bear on this topic over the last 48 hours.

1wood_2 At the end of the day, beauty really is in the eye of the beholder.

<=== I'm no George Clooney, but my wife finds me sexy (I hope!). Heck, even Bea Arthur managed to get married...TWICE!

The consumerization of software is underway; but it's absolutely a SLOW GOING process within large enterprises. I think it's vitally important to keep perspective.

Good software, whether it's sold for millions of dollars to a Fortune 500 CIO or distributed freely to millions of users directly and paid for by advertising, is only as good as the processes it enables.

It can't be said enough...it's not about the code, it's about the PROCESS!

Make users lives easier. Sounds simple, but it's really not.

Don Tapscott joins BSG Alliance

Susan Scrupski left the Garden State (where I call home) to move to Texas and join the BSG Alliance. Today, she let another big cat out of the bag. BSG Alliance is merging with New Paradigm; best known as Don Tapscott's company. I've been a big fan of Tapscott since hearing him speak right after college; and devoured his Digital Divide book which was way ahead of its time (he basically predicted the emergence of social media platforms before any of us know our MySpace from a crawlspace). Since then I've run into him many times at various and sundry conferences, most recently at Enterprise 2.0 in Boston. Don is a well-known author, consultant and speaker. Currently, his book Wikinomics is sitting on a great many best-seller lists. I recently included it on my list of 2007 books; and Amazon.com nominated it as one of the best books of the year.

Don understands cultural change and its impact on business better than most. And the prospect of his insight and outward facing presence in conjunction with the BSG team should be a compelling one.

Congratulations to all concerned, and my apologies for not being able to make it to the Marriott today for the conference. Thank goodness for Veodia and vidcasting.

Citigroup isn't paying "junk bond" rates to Abu Dhabi...

When the news came out that Citigroup was acquiring $7.5B in capital in exchange for an 11% piece of commercial paper with mandatory conversion provisions; many (myself included) initially reacted with stunned disbelief. 11% yields are the stuff of junk bonds; and while Citigroup's near-term liquidity is disturbingly constrained, it seemed incredulous to think C would have to pay junk rates. If that were true, was there no end to the potential fallout of this credit crisis?

Hat tip to Andrew Clavell, who seems to have unlocked the puzzle in his post: Citibank, ADIA and that pesky 11% interest rate.

...The dividend enhancement is probably worth 12% of the deal amount of $7.5bn. With sensible assumptions, the net value call spread is around 8% in Citi's favour, so the remaining cost to Citi is around 4% or about 1.5% pa over the weighted average life of the deal. Put another way, Citi has raised tax deductible, upper tier capital funds for 4 years at a cost equivalent to another financing source of Libor+150. Smart business. It may even be that Citi's stock has suffered since the deal was struck in part due to Citi itself hedging out its long callspread position.

The FT and the Wall Street Journal are guilty of sensationalist journalism and have totally missed the point in their quest to find the worst possible slant on any investment bank's activities. I suppose this is in vogue at the moment. Perhaps if they had wanted to batter ADIA instead of Citi, the headline might have been "Unsophisticated Arab financiers write massive put option on US investment bank".

Thanks to Andrew for seeing the forest for the trees here. Let's not pretend these are Halcyon times for Citigroup or that they still don't have a long road ahead of them; but it's nice to have some perspective on the deal from someone who actually understands the structure, versus the deluge of reactionary "The Sky Is Falling" reactions I've been seeing just about everywhere else this week.

Note: This is not a recommendation to buy or sell C or any other security, but is merely a personal analysis to foster discussion for informational purposes only. At the time of this writing, I and/or funds I maintain discretionary control over, did not maintain a direct position (long or short) in C. As always, we reserve the right to do so in the future. We also may, at times, carry derivative options on underlying positions as a hedge.

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Verizon's Any Apps, Any Device = Any Means Necessary?

 Verizon_3 Kudos to Verizon Wireless. In what is unquestionably a bold decision, Verizon has pledged to allow the use of devices, software and applications not offered by the company itself.

Verizon detailed its plans yesterday in a conference call; here are the basics:

  • VZ is setting up a certification lab
  • Verizon will publish a set of technical specifications in early 2008
  • They will hold a developers conference early in the year to help clarify specs and the certification process
  • Customers will be able to provision any certified device via an 800 number or online
  • Any 3rd party developer will be able to get certification
  • Since devices are running off VZ's EVDO network, they must be CDMA
    • Yes, that means no iPhone (unless a CDMA version is released)
  • This is not limited to telephony devices
    • Mobile data focused
    • Gaming-specific
    • Anything goes
  • A "reasonable" certification fee will be required (but the terms have yet to be disclosed)

The news evoked massive reaction from all walks of life. Reactions ranged from abject skepticism to ebullient optimism. I'm no expert but I am a Verizon shareholder and can tell you my honest initial assessment:

  • Of course this is about the upcoming 700 MHz auction -- Verizon management said yesterday's announcement had nothing to do with the upcoming 700 MHz auction; but that's just posturing. The simple fact is the FCC put an openness requirement into the C-block auction requirements and Verizon (and any other carrier interested in bidding) has to acquiesce because Google appears serious about making someone outbid them.
  • This is about competition, not competing with Google -- Google's aggressive stance on bidding on the C-block spectrum as well as its GPhone/Android initiative certainly played a role in VZ's move; that's beyond debate. But understand that Verizon isn't merely embracing openness because of Google; it's embracing openness because it sees an opportunity to further strengthen its position against:
    • AT&T, T-Mobile, et al.
    • The cable operators

In fact, I wouldn't be surprised if this precedes Verizon joining Google's Open Handset Alliance. Does Google really want to be a telco provider? Or do they want to sell great devices that help them control another portion of people's information consumption? Sounds like a partnership opportunity more than competition. But Google has to be willing to pose a credible threat to that C-block spectrum in order to facilitate change; and it appears to have worked.

  • Of course this is about the profits -- I have to laugh at all the critics who are skeptical of this move because they see it as a way for Verizon to protect and maximize its profits. OF COURSE it is; Verizon isn't a non-profit the last time I checked. They're a profit maximizing entity! And what's surprising is that Verizon realized, with just a minor push, that openness is actually the path of least resistance. Giving customers REAL options will help keep those customers; pretty simple stuff really.

Here's the bottom line. Whether you question VZ's motives or not is largely irrelevant. This IS a revolutionary move. And, while I think Verizon is reacting to market conditions; they are doing so far more aggressively and proactively than most have come to expect of BIG TELCO. The only way this isn't a great day for advocates of openness and network neutrality is if VZ fails to win any new C-Block spectrum and, as a result, reverses course and re-erects its walled garden. But that would be an immensely foolish move for a company that has, for some time, been the most rational and well-run U.S. telco.

Note: This is not a recommendation to buy or sell VZ or any other security, but is merely a personal analysis to foster discussion for informational purposes only. At the time of this writing, I and/or funds I maintain discretionary control over, did maintain a position in VZ but did not maintain a direct position (long or short) in any of the other publicly-traded companies mentioned. As always, we reserve the right to do so in the future. We also may, at times, carry derivative options on underlying positions as a hedge.

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Preparing for a downturn in software spending...

As many of you know, my partner and I recently moved offices and are now sharing space with Insight Venture Partners. Insight is one of the largest and most well-established venture capital firms in New York and the team has always maintained a keen eye on the world of enterprise software.

I've just recently had the chance to meet Peter Sobiloff, who coincidentally this week penned a timely post  at Sandhill.com on what software companies must do to survive an economic downturn.

Ready for a Downturn? by Peter Sobiloff
Software companies with a plan for bad times will not just survive a downturn– they will emerge stronger than before.

I encourage everyone to read Peter's post in its entirety as I think he hits on many of the issues facing software companies of all sizes in the coming year or two. With that said, I'd like to highlight a few of his points specifically and react to them from the perspective of a public-equity investor in the space.

Point 1: A Downturn is Likely

Peter cites a confluence of factors for his cautious outlook:

  • Weakening credit conditions
  • Consumer confidence
  • Rising gas prices
  • Housing market woes
  • Weakening dollar
  • The upcoming Presidential election

I wholeheartedly agree with all of Peter's points, but would add two more to the equation:

  • Employment trends -- The third leg of the U.S. consumer fallout relates to employment. Thus far, employment trends have been surprisingly resilient, but this week's rumor of massive layoffs at Citigroup is, in my view, a harbinger of things to come.
  • Beijing Olympics -- I'm a believer in the BRICS phenomenon as a long-term secular growth driver; but given the valuations being afforded the Chinese equity market (and other emerging markets); it would be foolish to think that the MARGINAL rate of economic growth isn't vitally important for global IT spending trends. With the Beijing Olympics coming next year, there is a very real catalyst for China to slow down its torrid growth (with little thought of inflation) in the second half of next year.

Point 2: This Downturn will be Different from the 2001 Bubble

...It is impossible to talk about a downturn without comparing it to the dotcom crash of 2001 and the subsequent recession. But if a downturn comes next year, the drop will be different and not nearly as steep. Here’s why.

The dotcom boom was characterized by immature and unproven business models which exposed tech companies across the board. A startup that wasn’t making money would buy Cisco equipment and Viant’s consulting services. That cycle of economic activity based on immature models was bound to fail.

Today’s software companies are much more mature. All tech companies have learned a lot of lessons which set them on much more sound footing than during the dotcom era and will help them during a future downturn...

There is no question that the technology markets (and the U.S. equity markets on the whole) are far better positioned than we were in 2000; when "irrational exuberance" was a stark reality. Software valuations are in-line with historical levels. That is to say, publicly-traded software companies are neither particularly expensive nor cheap based on historical comparison (both relative to the market indices as well as measured against absolute earnings, cash flow and revenue growth multiples).

That said, I do worry a bit about Peter's second analogy; i.e., the issue of immature bubble companies spending money on Cisco hardware and Viant services. Although we don't have that to worry about this time, we do have a tremendous amount of spending coming from the emerging economies. All of those companies in China, India, Indonesia, Brazil, Russia, etc...have been building with extremely cheap access to capital. That certainly argues for a lot of froth (and poorly managed enterprises) that could very quickly close off their spending spigots. That's a risk that is also impossible to quantify, because we have very little reliable data on the true econometrics driving many of those countries.

Point 3: Downturns can be an Opportunity

...Economic cycles – both up and down – are always an opportunity. Like anything else, the more prepared a company is, the better it will ride out either cycle.

Executives must communicate with management about a potential downturn, have a specific action plan, have “buy in” for the plan at all levels, and build the business in a “componentized” way that enables progress during tough times. Savvy companies can use an economic trough to execute strategic M&A deals and gain ground against their competitors.

The software companies that operate strategically during a downturn will emerge as stronger businesses for the long term.

Peter is spot on here. The software industry has matured considerably since the late 90s. Growth rates, in aggregate, have slowed but that's as much a function of the industry gaining scale and importance (it now figures in at about 25% of IT spending). Well-run software businesses are attractive in good and bad times. With unbelievably high gross margins; software companies that are pragmatic can effectively control their spending and protect margins in downturns (i.e.,slow down hiring, pare back poor-performing sales reps, consolidate G&A through M&A and outsourcing). In addition, while license revenues can fluctuate considerably, maintenance revenues remain predictable and sticky. Subscription revenues (an emerging line item as SaaS gains popularity) are, as well. Many software companies are sitting on boatloads of cash.

Software companies with a plan in place; and a pragmatic, forward-thinking executive team will come out of this downturn better off.

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A Geek Gift Guide, Part IV: Books, Comics and Graphic Novels

While games and gadgets are great, holding a book in your hand still takes the cake; at least for this particular geek. And while I'm going to recommend some good old-fashioned books for your perusal, I'm also going to talk about one of other true passions (outside of technology and investing): comic books. Before you stop reading, remember that many of today's biggest movies and TV shows are either based on long-standing comic characters (e.g., Batman, Spider-Man, X-Men, 300) or long-time comic book writers (e.g., Lost, Heroes).

Books

I'm going to recommend some books that I've either read recently or am hoping to read very soon. For the most part, they've been published in 2007 but this shouldn't be confused for a "Best of 2007" list. Just books I liked and think are worth buying for your favorite geek this year.

Business & Investing

Fiction

Non-Fiction

Reference

Comics, Trade Paperbacks, Graphic Novels and Other Illustrated Work

The comic book industry is no longer exclusively beholden to a monthly, serialized format. Many ongoing comics are written in arcs with the explicit intent of reprinting them in a collected edition. That has changed the type of stories being told (sometimes for the better, others for the worse). As I discuss some of the comics I think your geek should be reading, keep in mind that in many cases you can do so monthly or through collected editions; I will denote if I have a preference on a given title.

I'm ALWAYS looking for other reading recommendations so PLEASE share your recommendations for stuff that came out recently.

Up Next: DVDs (Movies and TV)...

gifts gadgets guide geeks books comics literature marvel dc woodrow enterprise irregulars 

Intuit: The real platform play?

Intuitlogo_2 With all the talk of platforms of late, it occurs to me that too little is being said about Intuit and its position as arguably THE key enabler for small businesses on the Web. While Intuit's position as the dominant provider of accounting and tax preparation software and services is well understood, the company's ability to profitably leverage its position into other avenues of growth may not be.

There are myriad components toward building a successful platform and/or ecosystem; but it occurs to me that two of the most important are: SCALE and TRUST .

Intuit certainly has both in spades:

  • $2.7B revenues
  • 15mm TurboTax users
  • 7mm QuickBooks users
  • 8mm Online Banking customers

Earlier this year Intuit acquired Digital Insight, which was a transformative move (although one that has yet to be proven out); and now they follow the DGIN purchase with today's acquisition of Homestead. Creating synergies in technology mergers is no small feat, but the POTENTIAL of Intuit's acquisitions is impossible to ignore. Small business users need simple, easy-to-implement, reliable and trustworthy solutions. Intuit, Digital Insight and Homestead each, in their own ways, fit that bill.

Note: This is not a recommendation to buy or sell INTU or any other security, but is merely a personal analysis to foster discussion for informational purposes only. At the time of this writing, I and/or funds I maintain discretionary control over, did not maintain a direct position (long or short) in any of the companies mentioned but we reserve the right to do so in the future. We also may, at times, carry derivative options on underlying positions as a hedge.

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