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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.

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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.

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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.

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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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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SuccessFactors IPO a Success

Successfactors Amidst the ongoing market turmoil, SuccessFactors (SFSF) was able to price a successful IPO this week. The offering (co-led by Morgan Stanley and Goldman Sachs) priced at the top end of its proposed range ($10) and stands at $12.75 after the first two days of trading. Considering how bleak the market has been over those two days, it's an auspicious debut.

SuccessFactors is the latest in an ever-increasing number of SaaS IPOs. The company raised just over $100mm in the IPO and carries a market cap north of $500mm. My good friend and HCM analyst Jason Corsello has weighed in on the company several times:

I'd like to extend a congratulations to Lars and the team; as well as the VCs involved in this successful deal. One of the funds I manage is a passive investor in SFSF by way of Granite Global Ventures; congratulations to them on yet another winner.

With a successful offering comes real opportunity to grow the business; but being a publicly traded company also brings with it new challenges. SuccessFactors competes in a niche of the market that already has several successful public companies; including Taleo (TLEO), Kenexa (KNXA) and Ultimate Software (ULTI). Authoria is also probably not far off from a public listing potentially. In addition, SFSF will need to deliver on quarterly expectations and must dance the delicate balance of maximizing growth and market share, while at least showing a push toward profitability and margin leverage. I'll be keenly interested in whether the company can use its newfound capital to fill out the whitespace in its services offerings and, in turn, prove itself the equal to Taleo; who has tremendous momentum among customers and the financial community.

Note: This is not a recommendation to buy or sell SFSF, TLEO, KNXA, ULTI 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 did maintain a passive investment in SFSF via our participation in Granite Global Ventures. We also may, at times, carry derivative options on underlying positions as a hedge.

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SAP: TomorrowNow execs call it a day

To say that SAP has played an important role in this blog, and by proxy my reputation as a blogger, would be an understatement. You need only do a quick search for SAP among my tag cloud to see that, without question, I've written about the company more than any other. There are practical reasons for that:

  1. SAP is the dominant provider of enterprise software in the world; and that's one of my main areas of focus both professionally and personally
  2. When I started writing this blog, one of the most interesting themes in enterprise software revolved around SAP versus Oracle/Peoplesoft/Siebel
  3. My early postings led me to meet, and befriend people like Jeff, Niel, Dennis and Vinnie; which in turn led to the formation of the Enterprise Irregulars
  4. Mike Prosceno, Stacey Fish and Steve Mann have continued to foster the industry's most tangible and comprehensive blogger relations program

Among the various and sundry SAP-related posts over the last two years, few memes have been as widely read as my analysis of TomorrowNow:

For those playing at home, you know that TomorrowNow is a 3rd party maintenance provider that supports Oracle, Peoplesoft, J.D. Edwards and Siebel products at 50% of the 1st party cost. SAP acquired TomorrowNow with the intention of helping capitalize on the F.U.D. factor created by Oracle's M&A binge.

Although TomorrowNow was (and is) a tiny part of SAP's business; it was a stronger performer. Profitable, satisfied customers, and helpful in the battle against Oracle. While many (myself included) wondered how SAP could justify premium (22%) annual maintenance for its own software while simultaneously espousing the virtues of TomorrowNow; it seemed to work well enough for awhile.

And then came the lawsuit. I'm not a lawyer and, having been an investor in both SAP and Oracle in the past (and likely at points in the future) I also haven't conjectured on whether or not SAP has any culpability relative to the allegations against them. But regardless of how the formal legal proceedings finish out; I have thought for some time that TomorrowNow's executive team was likely to undergo some changeover. When a company of SAP's presence suffers a PR blight as they did with this lawsuit; the forces of nature demand a pound of flesh.

Andrewnelson Today, it became official that Andrew Nelson and several of his executives have resigned from the company:

SAP (NYSE: SAP) today announced that several senior managers of TomorrowNow, including the company’s CEO, have chosen to resign. In addition, SAP said it is considering several options for the future of the TomorrowNow business, including possible sale.

The most interesting question to come of today's announcement is; should SAP sell TomorrowNow? Again, I've questioned from day one whether the ends justified the means. Make no mistake, 3rd party maintenance, if handled properly, has tremendous potential value to customers. I'm sure Vinnie could speak to this far more eloquently. And now with TomorrowNow's driving force (Nelson) extricated from the process; it's hard to see the value of keeping TN as part of SAP proper.

I'm curious to hear what the rest of you think? What does SAP have to gain from 3rd party maintenance? Do you know of any TomorrowNow customers that have transitioned to SAP ERP after the fact? Will the legal proceedings with Oracle erase any profits generated from the division over the last few years? Who would be a logical buyer for the company?

Note: This is not a recommendation to buy or sell SAP, 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 SAP or ORCL. We also may, at times, carry derivative options on underlying positions as a hedge.

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Is there a youth vacuum in enterprise software?

M.R. Rangaswami, one of my favorite minds in enterprise software, has penned a guest column on Om's blog (another fave) where he reflects on the aging of enterprise software's leaders:

Enterprise Software's Youth Drain

One need only look at the hairlines of today’s software leaders. The current wunderkinds are not looking to create the next wave of corporate computing applications, but are instead gravitating toward emerging fields, such as web 2.0, biotech, and anything “green.”

Bill Gates was 19 when he founded Microsoft (MSFT). Steve Jobs started Apple (AAPL) at 21. Even Marc Benioff was in his 30s when he founded Salesforce.com (CRM) — and at 42, he remains one of the industry’s youngsters.

Software companies need to do more to attract the next generation of business leaders who will drive the evolution of the industry for decades to come...[continued]

M.R. goes onto talk about how he looked around his famed Enterprise 2007 conference and saw the average age of the crowd (50 years old) and then expounds on his recommendations for how enterprise software can re-ignite the youth movement.

I couldn't make this year's Enterprise conference; but at 32 years young I guess I would've probably dropped the average age to 49; would that have mattered? :)

In all seriousness, I think M.R.'s recommendations for attracting young talent are generally well thought out, but I'm not sure I see the aging issue as a real problem. One, we have to remember that the INDUSTRY is maturing. When Bill Gates was founding Microsoft (as M.R. mentions in his column), the concept of "enterprise software" was still very much nascent. Today a big chunk of IT spending is on software; the industry has grown up. It's that very maturity which is driving the wave of consolidation we all have talked about so much lately.

On top of the clear industry trends; it seems hasty to dismiss the very potent youth movement. Take a look at the software companies that have gotten major funding of late. Or those startups that have garnered exits. The Keiden guys (bought by Salesforce) are barely old enough to drink. The biggest VC exit of the last 12 months, YouTube, has extremely young and fresh faced founders. Sure, YouTube isn't an "enterprise software" play per se, but I think that speaks to the broader issue of where the innovation opportunities really lie.

Give it a year or two. With VMWare trading at ungodly valuations and just about every investor dying for "other ways to play virtualization" (a friend and fellow fund manager's words, not mine), you can be sure we'll see more young people venturing into that arena. We're also going to continue to see younger engineers make pushes into SaaS-y models.

Maybe I'm getting old, but I'm much less concerned about the AGE of people in the industry as I am the underlying factors which drive and encourage INNOVATION. To that end, one could argue the industry is better off than it's been in some time. With the stock markets (domestic and abroad) doing well, the IPO market back open, and plenty of global liquidity; plenty of people are feeling the itch to try something more entrepreneurial. And that's what really matters...not whether they're old enough to drink legally.

Note: This is not a recommendation to buy or sell any security, but is merely a personal analysis to foster discussion for informational purposes only.

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SAP Business ByDesign: Peter Zencke discusses the product evolution

Peter Zencke walks us through the evolution of SAP Business ByDesign; equating early work on the mid-market SAP solution to a "concept car." It's been 4+ years of development and more than 1,000 software engineers.

He highlighted the four key points of differentiation between ByDesign and other midmarket ERP solutions:

  • Completeness
  • Adaptability
  • Ease of Use
  • TCO Reduction

Zencke then showed a video of several of SAP's initial beta customers. Although the video showed four or five, it's my understanding that SAP has 20 live customers with 40+ more in pilots.

The product is designed to provide COMPLETE business process functionality from "order to cash."  The functional footprint covers eight segments:

  • Compliance Management
  • Executive Management Support
  • Financial Management
  • Customer Relationship Management
  • Supplier Relationship Management
  • Project Management
  • Supply Chain Management
  • HR Management

...now on to the DEMO

Note: This is not a recommendation to buy or sell SAP 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 SAP. We also may, at times, carry derivative options on underlying positions as a hedge.

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