Category Archives: IPOs

Avaya Questions Mount

Those of you following the tortuous (some might call it torturous) saga of Avaya Inc. might wish to visit the investor-relations section of Avaya’s website or peruse Avaya’s latest Form-10Q filing on the SEC website.

Yes, Avaya’s numbers for its third fiscal quarter of 2012, which ended on June 30, are available for review. I have given the results a cursory look, and I’ve concluded that the story hasn’t changed appreciably since I last wrote about Avaya’s travails. There’s still no prospect of significant revenue growth, quarterly losses continue to accrue, channel sales are edging lower across the company’s product portfolio, and the long-term debt overhang remains formidable.

Goodwill Impairment? 

And there’s something else, which I neglected to mention previously: a persistently high amount of goodwill on the asset side of the ledger, at least some of which might have to be written down before long. The company’s goodwill assumptions seem willfully optimistic, and even Avaya concedes that “it may be necessary to record impairment charges in the future” if “market conditions continue to deteriorate, or if the company is unable to execute on its cost-reduction efforts.” While I believe the company will persist with its cost-reduction efforts, I don’t see a meaningful near-term turnaround in macroeconomic conditions or in the growth profile of the company’s product portfolio. Ergo, impairment charges seem inevitable.

In this regard, what you need to know is that Avaya is carrying goodwill of about $4.2 billion on its books as of June 30, up from nearly $4.1 billion as of September 30, 2011. The company’s total assets are about $8.24 billion, which means goodwill accounts for more than half that total.

For those desirous of a quick summary of revenue and net loss for the year, I can report that total revenue, including sales of products and services, amounted to $1.25 billion in the quarter, down from $1.37 billion in the corresponding quarter last year, a year-on-year decrease of $122 million or about 9 percent. Product sales were down across the board, except in networking, where sales edged up modestly to $74 million in the quarter this year from $71 million last year. Service revenue also was down. For the nine-month period ended on June 30, revenues also were down compared to the same period the previous year, dropping from $4.13 billion last year to about $3.9 billion this year.

Mulling the Options

Avaya’s net loss in the quarter was $166 million, up from $152 million last year.

The critical challenge for Avaya will be growth. The books show that the company is maintaining level spending on research and development, but one wonders whether its acquisition strategy or its R&D efforts will be sufficient to identify a new source of meaningful revenue growth, especially as it finds itself under mounting pressure to contain costs and expunge ongoing losses. Meanwhile, a foreboding long-term debt looms, kicked down the road but still a notable concern.

With the road to IPO effectively blocked — I really can’t see a way for Avaya to get back on that track now — Avaya’s private-equity sponsors, Silver Lake Partners and TPG Capital, must consider their options. Is there a potential strategic acquirer out there? Can the company be sold in whole, or will it have to be sold in parts? Or will the sponsors just hang on, hoping continued cost cutting and a strategic overhaul, perhaps including a change in executive leadership, might get the company back on course?

Avaya’s Struggles Slip Under Industry Radar

As public companies, Nokia and Research In Motion have drawn considerable press coverage relating to their ongoing struggles. Nary a day passes without a barrage of articles on the latest setbacks and travails affecting both companies.  Some of the coverage is decidedly morbid, even ghoulish, with death-watch speculation on how soon one company or the other might be sold off or otherwise expire. 

Perhaps because it is private, Avaya has escaped such macabre notice from the mainstream business media and the industry trade press.  Nonetheless, speculation has arisen as to whether the company, richly backed by private-equity sponsors Silver Lake Partners and TPG Capital, has a future any brighter than the dim prospects attributed to RIM and Nokia. 

Abandoned IPO Hope  

At this particular juncture, the prospect of an IPO, which once seemed tantalizingly close for Avaya, seems a remote and forlorn hope.  As I’ve noted on a couple occasions before now, Avaya’s IPO was scuppered not only by its wan growth profile, but also by industry and macroeconomic headwinds that show no sign of abating. 

If no IPO is in the cards, what happens to the company? While at least one blogger has speculated that bankruptcy could be an option, I suspect the deep-pocketed private-equity sponsors might have no choice but to prop up Avaya until a buyer can be found. Given Avaya’s tepid growth prospects, its daunting long-term debt overhang, a recent weakening of channel sales, and stiffening competition across its product portfolio, the company is unlikely to find itself in the driver’s seat in any negotiations with a prospective buyer, presuming one can be found.  

Stranded in Purgatory 

Meanwhile, Avaya stakeholders, including the company’s employees, are mired in a purgatory. Sources have suggested the company will consolidate facilities and further reduce headcount, but no major announcements have been made on either front.

With an IPO seemingly off the table as an exit alternative, all eyes turn to the company’s private-equity sponsors. One potential delaying tactic, which we could see before the end of this calendar year, is the potential departure of president and CEO Kevin Kennedy, who has served in that dual capacity since January 2009. We’ve already seen revolving doors in the executive suites along Avaya’s mahogany row, and “new blood” in the CEO office would buy time for the company’s financial backers to devise and articulate a compelling narrative for customers, channel employees, employees, and potential strategic acquirers. 

We’ll have more insight into Avaya’s circumstances soon. The company is due to report its latest quarterly results within the next month or so.   

Tidbits: Oracle-Arista Rumor, Controller Complexity, More Cisco SDN

This Week’s Rumor

Rumors that Oracle is considering an acquisition of Arista Networks have circulated this week. They’re likely nothing more than idle chatter. Arista has rejected takeover overtures previously, and it seems determined to go the IPO route.

Controller Complexity

Lori MacVittie provides consistently excellent blogging at F5 Networks’ DevCentral. In a post earlier this week, she examined the challenges and opportunities facing OpenFlow-based SDN controllers. Commenting on the code complexity of controllers, she writes the following:

This likely means unless there are some guarantees regarding the quality and thoroughness of testing (and thus reliability) of OpenFlow controllers, network operators are likely to put up a fight at the suggestion said controllers be put into the network. Which may mean that the actual use of OpenFlow will be limited to an ecosystem of partners offering “certified” (aka guaranteed by the vendor) controllers.

It’s a thought-provoking read, raising valid questions, especially in the context of enterprise customers.

Cisco SDN

Last week, Cisco and Morgan Stanley hosted a conference call on Cisco’s SDN strategy. (To the best of my knowledge, Morgan Stanley doesn’t have one — yet.)  Cisco was represented on the call by David Ward, VP and chief architect of the company’s Service Provider Division; and by Shashi Kiran, senior director of market management for Data Center/Virtualization and Enterprise Switching Group.

The presentation is available online. It doesn’t contain any startling revelations, and it functions partly as a teaser for forthcoming product announcements at CiscoLive in San Diego. Still, it’s worth a perusal for those of you seeking clues on where Cisco is going with its SDN plans. If you do check it out, you’ll notice on side three that a number of headlines are featured attesting to the industry buzz surrounding SDN.  Two bloggers are cited in that slide: Greg Ferro (EtherealMind) and, yes, yours truly, who gets cited for a recent interpretation of Cisco’s SDN maneuverings.

Avaya’s Latest Results Portend Hard Choices

Those of you following the Avaya saga might want to check out the company’s latest quarterly financial results, which are available in a Form 10-Q filed with the Securities and Exchange Commission.

For Avaya backers hoping to see an IPO this year or in 2013, the results are not encouraging. In the three-month period that ended on March 31, Avaya generated revenue of $1.257 billion, with $637 million coming from product sales and $620 million from services. Those numbers were down from the correspondence quarter the previous year, when the company produced $1.39 billion in revenue, with product sales generating $757 million and services contributing $633 million. Basically, product sales were down sharply and services down slightly.

No Growth in Sight

Avaya also is seeing a weakening in channel sales. Moreover, growth from its networking products, on which the company had once pinned considerable hope, is stagnating. In the six-month period ending March 31, the company generated just $146 million from Avaya Network sales, down from $154 million in the preceding year. For the latest three-month period, concluding on the same date, networking sales were down to $64 million from $76 million last year. It is not projecting the profile of a growth engine.

Things are not much better in Avaya’s Global Communications Solutions (GCS) and Enterprise Collaboration Solutions (ECS) groups, which together account for the vast majority of the company’s product revenue. At this point, Avaya does not have a business unit on its balance sheet showing growth over the six- or three-month periods for which it filed its latest results.

Meanwhile, losses continue to mount and long-term debt remains distressingly high. Losses were down for both the three- and six-month periods reported by Avaya, but those mitigated losses were derived from persistent cost containment and cuts, which, if continued indefinitely, eventually (as in maybe now) hinder a company’s capacity to generate growth.

Interestingly, Avaya’s costs and operating expenses are down across the board, except for those attributable to “restructuring charges,” which are up markedly Avaya’s net loss for the six months ended on March 31 were $188 million as compared with $612 million last year. For the three-month period, the net loss was $162 million as compared with $432 million the previous year.

IPO Increasingly Unlikely

Although Avaya is not a public, and — company aspirations notwithstanding — does not appear to be on a trajectory to an IPO, markets reacted adversely to the financial results. Avaya bonds dropped to their lowest level in fourth months in response to the revenue decline, according to a Bloomberg report.

Avaya’s official message to stakeholders is that it will stay the course, but these results and market trends suggest a different outcome. Look for the company to explore its strategic options, perhaps considering a sale of itself in whole or in part. A sale of the floundering networking unit could buy time, but that, in and of itself, wouldn’t restore a growth profile to the company’s outlook.

Difficult choices loom for a company that has witnessed significant executive churn recently.

Departures from Avaya’s Mahogany Row Thicken IPO Plot

My plan was to continue writing posts about software defined networking (SDN). And why not?

SDN is controversial (at least in some quarters), innovative, intriguing, and potentially  disruptive to network-infrastructure economics and to the industry’s status quo. What’s more, the Open Networking Summit (ONS) took place this week in Santa Clara, California, serving a veritable gushing geyser of news, commentary, and vigorous debate.

But before I dive back into the overflowing SDN pool, I feel compelled to revisit Avaya. Ahh, yes, Avaya. Whenever I think I’m finished writing about that company, somebody or something pulls me back in.

Executive Tumult

I have written about Avaya’s long-pending IPO, which might not happen at all, and about the challenges the company faces to navigate shifting technological seas and changing industry dynamics. Avaya’s heavy debt load, its uncertain growth prospects, its seemingly shattered strategic compass, and its occasionally complicated relationship with its channel parters are all factors that mitigate against a successful IPO. Some believe the company might be forced into selling itself, in whole or in part, if not into possible bankruptcy.

I will not make a prediction here, but I have some news to report that suggests that something is afoot (executives, mainly) on Avaya’s mahogany row.  Sources with knowledge of the situation report a sequence of executive departures at the company, many of which can and have been confirmed.

On April 12, for example, Avaya disclosed in a regulatory filing with the SEC that “Mohamad S. Ali will step down as Senior Vice President and President, Avaya Client Services, to pursue other opportunities.” Ali’s departure was effective April 13.  Sources also inform me that a vice president who worked for Ali also left Avaya recently. Sure enough, if you check the LinkedIn profile of Martin Ingram, you will find that he left his role as vice president of global services this month after spending more than six years with the company. He has found employment SVP and CIO at Arise Virtual Solutions Inc.

As they say in infomercials, that’s not all.

Change Only Constant

Sources say Alan Baratz, who came to Avaya from Cisco Systems nearly four years ago, has left the company. Baratz, formerly SVP and president of Avaya’s Global Communications Solutions, had taken the role of SVP for  corporate development and strategy amid another in a long line of Avaya executive shuffles that had channel partners concerned about the stability of the company’s executive team.

Sources also report that Dan Berg, Avaya’s VP for R&D, who served as Skype’s CTO from January 2009 until joining Avaya in February 2011, will leave the company at the end of this month.

Furthermore, sources also say that David Downing, VP of worldwide technical operations, apparently has left the company this week. Downing was said to have reported to Joel Hackney, Avaya’s SVP for global sales and marketing and the president of field operations.

On the other side of the pond, it was reported yesterday in TechTarget’s MicroScope that Andrew Shepperd, Avaya’s managing director for the UK, left after just eight months on the job. Shepperd’s departure was preceded by other executive leave-takings earlier this year.

Vanishing IPO?

So, what does all this tumult mean, if anything? It’s possible that all these executives, perhaps like those before them, simply decided individually and separately that it was time for a change. Maybe this cluster of departures and defections is random. That’s one interpretation.

Another interpretation is that these departures are related to the dimming prospects for an IPO this year or next year. With no remunerative payoff above and beyond salary and bonuses on the horizon, these executives, or at least some of them, might have decided that the time was right to seek greener pastures. The company is facing a range of daunting challenges, some beyond its immediate control, and it wouldn’t be surprising to find that many executives have chosen to leave.

Fortunately, we won’t have to wait much longer for clarity from Avaya on where it is going and how it will get there. Sources tell me that Kevin Kennedy, president and CEO, has called an “all-hands meeting” on May 18.

For you SDN aficionados, fret not. We will now return to regularly scheduled programming.

Avaya IPO? Don’t Count On It

Reports now suggest that Avaya’s pending IPO, which once was mooted to occur this month, might not take place until 2013.

Sources who claim to be familiar with the matter told Reuters and Bloomberg that Avaya has deferred its IPO because of tepid demand amid competition for investment dollars from Facebook, the Carlyle Group, and Palo Alto Networks, among others.

Reconsidering the “Nortel Option

Well, if you are generously disposed, you might believe that particular interpretation of events. However, if you are more skeptical, you might wonder whether an Avaya IPO will ever materialize. If I were making book on the matter — and I’m not, because that sort of thing is illegal in many jurisdictions — I would probably skew the morning-line odds against Avaya bringing its long-deferred IPO to fruition.

Some of you found it amusing when I mooted the possibility of Avaya pursuing the “Nortel option” — that is, selling its assets piecemeal to various buyers — but I can easily envision it happening. Whether that occurs as part of bankruptcy proceedings is another question, though Avaya’s long-term debt remains disconcertingly and stubbornly high.

Despite recent acquisitions, including that of Radvision for $230 million earlier this month, I don’t see the prospect of compelling and sustained revenue growth that would allow Avaya to position itself as an attractive IPO vehicle.

Unconvincing Narrative

No matter where one looks, Avaya’s long-term prospects seem unimpressive if not inauspicious. In its core business of “global communications solutions” — comprising its unified-communications and contact-center product portfolios — it is facing strong rivals (Cisco, a Skype-fortified Microsoft) as well as market and technology trends that significantly inhibit meaningful growth. In networking, its next-biggest business, the company’s progress has been stalled by competition from entrenched market leaders (Cisco, Juniper, HP, etc.), the rise of aggressive enterprise-networking newcomers (Huawei), and a chronic inability to meaningful differentiate itself from the pack.

According to a quarterly financial report that Avaya filed with the Securities and Exchange Commission (SEC) last month, the company generated overall revenue of $1.387 billion during the three months ending on December 31, 2011. That was marginally better than the $1.366 billion in revenue Avaya derived during the corresponding quarter in the previous year. In the fourth quarter of 2011, products accounted for $749 million of revenue and services contributed $638 million, compared to product revenue of $722 million and services revenue of $644 million during the fourth quarter of 2010.

If we parse that product revenue, Avaya’s story doesn’t get any better. The aforementioned “global communications solutions” produced $667 million in revenue during the fourth quarter of 2011, up slightly over revenue of $645 million in the fourth quarter of 2010. Those growth numbers aren’t exactly eye popping, and the picture becomes less vibrant as we turn our attention to Avaya Networking. That business generated revenue of $82 million in the fourth quarter of 2011, a very slight improvement on the $78 million in revenue recorded during the fourth quarter of 2010.

Lofty Aspirations

Avaya can point to seasonality and other factors as extenuating circumstances, but, all things considered, most neutral parties would conclude that Avaya has a mountain to climb in networking. Unfortunately, it seems to be climbing that mountain without sensible footwear and with the questionable guidance of vertiginous  sherpas. I just don’t see Avaya scaling networking’s heights, especially as it pares its R&D spending and offloads sales costs to its channel partners.

True, Marc Randall, who now heads Avaya Networking, has lofty aspirations for the business unit he runs, but analysts and observers (including this one) are doubtful that Avaya can realize its objective of becoming a top-three vendor. Hard numbers validate that skepticism: Dell’Oro Group figures, as reported by Network World’s Jim Duffy, indicate that Avaya has lost half of its revenue share in the Ethernet switching market since taking ownership of Nortel’s enterprise business nearly three years ago. Furthermore, as we have seen, Avaya’s own numbers from its networking business confirm a pronounced lack of market momentum.

Avaya’s networking bullishness is predicated on a plan to align sales of network infrastructure with key applications in five target markets: campus, data center, branch, edge, and mobility. The applications with which it will align its networking gear include Avaya’s own unified communications and contact center solutions, its Web Alive collaboration software, and popular business applications that it neither owns nor controls.

Essentially, Avaya’s networking group is piling a lot of weight on the back of a core business that is more beast of burden than Triple Crown thoroughbred.

Growth by Acquisition?

Perhaps that explains why Avaya is searching for growth through acquisitions. In addition to the acquisition of Radvision this year, Avaya last year acquired Konftel (for $15 million), a vendor of collaboration and conferencing technologies; and Sipera, a purveyor of session-border controllers (SBCs). The Radvision acquisition extended Avaya’s product reach into video, but it probably will not do enough to make Avaya a leader in either videoconferencing or video-based collaboration. It seems like a long-term technology play rather than something that will pay immediate dividends in the market.

So the discussion comes full circle as we wonder just where and how Avaya will manage to produce a growth profile that will make it an attractive IPO prospect for investors. I’m not a soothsayer, but I am willing to predict that Avaya will sell off at least some assets well before it consummates an IPO.

Avaya IPO? Magic 8-ball says: Don’t count on it.

Arista’s Adaptable Approach to SDN

In an earlier post regarding Arista Networks’ march toward an IPO, I wrote that I would provide an overview of the company’s positioning on software-defined networking (SDN), which now follows. I think the subject is worth exploring given the buzz generated both by the IPO-bound Arista, with its notable market successes in high-frequency trading and other application environments requiring low-latency switching, and by SDN itself.

Last fall, when OpenFlow fever reached a boiling point, Arista Networks’ CEO Jayshree Ullal pointed out that it was just one mechanism of many that could be leveraged in the service of SDN. Among the others, she opined, were existing command-line interfaces (CLIs), Simple Network Management Protocol (SNMP), Extensible Messaging and Presence Protocol (XMPP), Network Configuration Protocol (NETCONF), OpenStack (with its Quantum project), as well as APIs in VMware’s vSphere virtualization software.

The Four Pillars

On the larger SDN canvas, Arista has propounded its “four pillars” of software-defined cloud networking (SDCN). You can read about Arista’s “four pillars” in a blog post written late last year by Ullal or in a white paper that can be found on Arista’s website. In both, the four pillars are identified as follows:

Pillar 1. Single Point of Management, which Arista believes can be achieved through layering atop the traditional control plane and data path of a cloud network and through coordinating configurations across multiple otherwise-independent switches. Arista says no fabric technology is required, and it says its CloudVision is up to the challenge.

Pillar 2: Single-image L2/3 Control Plane.  Here, Arista believes “standards-based L2/L3 IETF control-plane specifications plus OpenFlow options (without hype) can be a promising open augmentation for providing single image control planes in the future.”

Pillar 3. Multi-path Active-Active Data Path. The company prescribes scaling cloud networking across multiple chassis with Multi-Chassis Link Aggregation Group (MLAG) at L2 Equal Cost Multi-pathing (ECMP) at L3.

Pillar 4. Network-Wide Virtualization. Regarding this last pillar, the company says it makes sense to provision the entire network to handle any application seamlessly and so that the economics of virtualization can be properly leveraged “using controllers from VMware and their new paradigm for VMWare’s VXLANS or Open Virtualization Switching (OVS) controllers in the future.”

Best of Both Worlds?

As has been above (and in earlier posts), software-defined networking can be implemented in more than one fashion. Some networking vendors — typically industry mainstays with large installed bases of customers and firmly established business models predicated on hardware ASICs, proprietary protocols, and relatively high margins — will opt for an SDN vision that features a distributed control plane. Not for them the dramatic shift to logically centralized server-based controllers, designed to subsume networking within a computing paradigm. To the traditional networking vendor, that road looks treacherous and leads to a diminution of the status and margins associated with the beloved switch.

As neither a raw SDN startup nor a legacy networking company, Arista takes a flexible position on how SDNs can be realized. The company says customers can implement SDNs by using controllers or by using distributed-control mechanisms. Ideally, according to Arista, both means should be employed for comprehensive SDN capabilities. A presentation available online explains the company’s position on this best-of-both-worlds approach to the control plane.

Finally, it probably comes as no surprise that Arista prescribes its own Linux-based Extensible Operating System (EOS) as the appropriate software foundation for its four pillars and for cloud networking in general. It also believes that “good old fashioned Ethernet scaling from 10 gigabits to 40 gigabits to 100 Gigabits and even terabits with well-defined standards and protocols for L2/L3 is the optimal approach.”

In view of the media blitz undertaken by Arista founders Andreas Bechtolsheim and David Cheriton late last year, we should expect the company’s next generation of switches to deliver as much bandwidth as Ethernet and merchant silicon will allow.

Update on Arista’s Road to IPO

From the search terms for this blog, I know many of you have a strong interest in learning about Arista Networks’ plans for an IPO.

I intended to touch on the company’s IPO plans within a larger post on its strategy for software-defined networking (SDN), but I’ve decided that the two threads should be addressed separately.

So, where does Arista Networks stand with its IPO plans? I believe the company is still very much on track for an IPO, though forecasting a specific date for such an event is not something I’ll do here. I would say that an IPO remains Arista’s preferred exit strategy. I don’t see the company selling to Cisco or to anybody else before a public offering. Sources say that Arista already has been approached by potential acquirers, but that it wasn’t interested in pursuing that option.

Looking for CFO

In that context, remember that Arista is not a VC-funded company. It has been financed by its principals, and it controls its own destiny. As such, Arista is not under external pressure to consider or reconsider buyout propositions.

At the moment, Arista does not have a chief financial officer (CFO). Last fall, at the same time the company announced the addition of two independent board members, Steffan Tomlinson joined Arista as its chief financial officer.  He left the company after just a few months, however, and is now CFO at network-security player Palo Alto Networks. Previously, Tomlinson served as CFO at Aruba Networks when it went public in 2007.

Nobody is saying much about the circumstances of Tomlinson’s departure from Arista. Sources say that the parting of the ways had nothing to do with Arista’s financial performance. As noted above, all reports suggest the company remains on track for an IPO. Before long, we should see an announcement regarding the hiring of a new CFO.

All of you who have been seeking an update on Arista’s IPO plans — and I know there are many of you — now have one.

No Word on Avaya’s Long-Pending IPO

Like many other prospective public offerings, Avaya’s pending trick-or-treat IPO would appear to be in suspended animation. The company and its agents wanted to get the deal done this year, but there’s been no word on whether it will go ahead before the sands in 2011’s hourglass run down.

Avaya signaled its intentions and filed the requisite paperwork in June, but then economic conditions worsened. Here’s an excerpt from a post I wrote about the pending IPO when all the leaves were still on the trees:

“We don’t know when Avaya will have its IPO, but we learned a couple weeks ago that the company will trade under the symbol ‘AVYA‘ on the New York Stock Exchange.

Long before that, back in June, Avaya first indicated that it would file for an IPO, from which it hoped to raise about $1 billion. Presuming the IPO goes ahead before the end of this year, Avaya could find itself valued at $5 billion or more, which would be about 40 percent less than private-equity investors Silver Lake and TPG paid to become owners of the company back in 2007.”

Making Moves While Waiting for Logjam to Clear

Speaking of Silver Lake and TPG, they must feel a particular urgency to get this deal consummated.  As mentioned in my previous post, they want to use the proceeds to pay down rather substantial debt (total indebtedness was $6.176 billion as of March 31), redeem preferred stock, and pay management termination fees to Avaya’s sponsors, which happen to be Silver Lake and TPG.  That’s plenty of incentive.

The lead underwriters for the transaction, when it eventually occurs, will be J.P. Morgan, Morgan Stanley, and Goldman Sachs & Company.

Avaya hasn’t been sitting on its hands while waiting to go public. The company acquired SIP-security specialist Sipera, a purveyor of session border controllers (SBC) and unified-communications (UC) security solutions, early this month. It followed that move with the acquisition of Aurix, a UK-based provider of speech analytics and audio data-mining technology.

Financials terms were not disclosed regarding either transaction.

Bad and Good in Avaya’s Pending IPO

We don’t know when Avaya will have its IPO, but we learned a couple weeks ago that the company will trade under the symbol ‘AVYA‘ on the New York Stock Exchange.

Long before that, back in June, Avaya first indicated that it would file for an IPO, from which it hoped to raise about $1 billion. Presuming the IPO goes ahead before the end of this year, Avaya could find itself valued at $5 billion or more, which would be about 40 percent less than private-equity investors Silver Lake and TPG paid to become owners of the company back in 2007.

Proceeds for Debt Relief

Speaking of which, Silver Lake and TPG will be hoping the IPO can move ahead sooner rather than later. As parents and controlling shareholders of Avaya, their objectives for the IPO are relatively straightforward. They want to use the proceeds to pay down rather substantial debt (total indebtedness was $6.176 billion as of March 31), redeem preferred stock, and pay management termination fees to its sponsors, which happen to be Silver Lake and TPG. (For the record, the lead underwriters for the transaction, presuming it happens, are J.P. Morgan, Morgan Stanley, and Goldman Sachs & Company.)

In filing for the IPO, Avaya has come clean not only about its debts, but also about its losses. For the six-month period that end on March 31, Avaya recorded a net loss of $612 million on revenue of $2.76 billion. It added a further net loss of $152 million losses the three-month period ended on June 30, according to a recent 10-Q filing with the SEC, which means it accrued a net loss of approximately $764 million in its first three quarters of fiscal 2011.

Big Losses Disclosed

Prior to that, Avaya posted a net loss of $871 million in its fiscal 2010, which closed on September 30 of 2010, and also incurred previous losses of $835 million in fiscal 2009 and a whopping $1.3 billion in fiscal 2008.

Revenue is a brighter story for the company. For the one months ended June 30, Avaya had revenue of more than $2.2 billion, up from $1.89 billion in the first nine months of fiscal 2010. For the third quarter, Avaya’s revenue was $729 million, up from $700 million in the corresponding quarter a year earlier.

What’s more, Avaya, which bills itself as a “leading global provider of business collaboration and communications solutions,” still sits near the front of the pack qualitatively and quantitatively in  the PBX market and in the unified-communications space, though its standing in the latter is subject to constant encroachment from both conventional and unconventional threats.

Tops Cisco in PBX Market

In the PBX market, Avaya remained ahead of Cisco Systems in the second quarter of this year for the third consecutive quarter, according to Infonetics Research, which pegged Avaya at about 25 percent revenue share of the space. Another research house, TeleGeography, also found that Avaya had topped Cisco as the market leader in IP telephony during the second quarter of this year. In the overall enterprise telephony equipment  market — comprising sales of PBX/KTS systems revenues, voice gateways and IP telephony — Cisco retains its market lead, at 30 percent, with Avaya gaining three points to take 22 percent of the market by revenue.

While Infonetics found that overall PBX spending was up 3.9 percent in the second quarter of this year as compared to last year, it reported that spending on IP PBXes grew 10.9 percent.

Tough Sledding in UC Space

Meanwhile, Gartner lists Avaya among the market leaders in its Magic Quadrant for unified communications, but the threats there are many and increasingly formidable. Microsoft and Cisco top the field, with Avaya competing hard to stay in the race along with Siemens Enterprise Networks and Alcatel-Lucent. ShoreTel is gaining some ground, and Mitel keeps working to gain a stronger channel presence in the SMB segment. In the UC space, as in so many others, Huawei looms as potential threat, gaining initial traction in China and in developing markets before making a stronger push in developed markets such as Europe and North America.

There’s an irony in Microsoft’s Lync Server 2010 emerging as a market-leading threat to Avaya’s UC aspirations. As those with long memories will recall, Microsoft struck a valuable UC-centric strategic alliance — for Microsoft, anyway — with Nortel Networks back in 2006. Microsoft got VoIP credibility, cross-licensed intellectual property, IP PBX expertise and knowledge — all of which provided a foundation and a wellspring for what Microsoft eventually wrought with  Lync Server 2010.

The Nortel Connection

What did Nortel get from the alliance? Well, it got some evanescent press coverage, a slippery lifeline in its faltering battle for survival, and a little more time than it might have had otherwise. Nortel was doomed, sliding into irrelevance, and it grabbed at the straws Microsoft offered.

Now, let’s fast forward a few years. In September 2009, Avaya successfully bid for Nortel’s enterprise solutions business at a bankruptcy auction for a final price of $933 million.  Avaya’s private-equity sponsors saw the Nortel acquisition as the finishing touch that would position the company for a lucrative IPO. The thinking was that the Nortel going-out-of-business sale would give Avaya an increased channel presence and some incremental technology that would help it expand distribution and sales.

My feeling, though, is that Avaya overpaid for the Nortel business. There’s a lot of Nortel-related goodwill still on Avaya’s books that could be rendered impaired relatively soon or further into the future.  In addition to Nortel’s significant debt and its continuing losses, watch out for further impairment relating to its 2009 purchase of Nortel’s assets.

As Microsoft seeks to take UC business away from Avaya with expertise and knowhow it at least partly obtained through a partnership with a faltering Nortel, Avaya may also damage itself through acquisition and ownership of assets that it procured from a bankrupt Nortel.

Reviewing Dell’s Acquisition of Force10

Now seems a good time to review Dell’s announcement last week regarding its acquisition of Force10 Networks. We knew a deal was coming, and now that the move finally has been made, we can can consider the implications.

It was big news on a couple fronts. First, it showcased Dell’s continued metamorphosis from being a PC vendor and box pusher into becoming a comprehensive provider of enterprise and cloud solutions. At the same time, and in a related vein, it gave Dell the sort of converged infrastructure that allows it to compete more effectively against Cisco, HP, and IBM.

The transaction price of Dell’s Force10 acquisition was not disclosed, but “people familiar with the matter” allege that Dell paid about $700 million to seal the deal. Another person apparently privy to what happened behind the scenes says that Dell considered buying Brocade before opting for Force10. That seems about right.

Rationale for Acquisition

As you’ll recall (or perhaps not), I listed Force10 as the second favorite, at 7-2, in my Dell Networking Derby, my attempt to forecast which networking company Dell would buy. Here’s what I said about the rationale for a Dell acquisition of Force10:

 “Dell partners with Force10 for Layer 3 backbone switches and for Layer 2 aggregation switches. Customers that have deployed Dell/Force10 networks include eHarmony, Salesforce.com, Yahoo, and F5 Networks.

Again, Michael Dell has expressed an interest in 10GbE and Force10 fits the bill. The company has struggled to break out of its relatively narrow HPC niche, placing increasing emphasis on its horizontal enterprise and data-center capabilities. Dell and Force10 have a history together and have deployed networks in real-word accounts. That could set the stage for a deepening of the relationship, presuming Force10 is realistic about its market valuation.”

While not a cheap buy, Force10 went for a lot less than an acquisition of Brocade, at a market capitalization of $2.83 billion, would have entailed. Of course, bigger acquisitions always are harder to integrate and assimilate than smaller ones. Dell has found a targeted acquisition model that seems to work, and a buy the size of Brocade would have been difficult for the company to digest culturally and operationally. In hindsight, which usually gives one a chance to be 100% correct, Dell made a safer play in opting for Force10.

IPO Plans Shelved

Although Force10 operates nominally in 60 countries worldwide, it derived 80 percent of its $200 million in revenue last year from US customers, primarily data-center implementations. Initially, at least, Dell will focus its sales efforts on cross-pollination between its and Force10’s customers in North America. It will expand from there.

Force10 has about 750 employees, most of whom work at its company headquarters in San Jose, California, and at a research facility in Chennai, India. Force10 doesn’t turn Dell into an overnight networking giant; the acquired vendor had just two percent market share in data-center networking during the first half of 2011, according to IDC. Numbers from Dell’Oro suggest that Force10 owned less than one percent of the overall Ethernet switch market.

Once upon a time, Force10 had wanted to fulfill its exit strategy via an IPO. Those plans obviously were not realized. The scuttlebutt on the street is that, prior to being acquired by Dell, Force10 had been slashing prices aggressively to maintain market share against bigger players.

Channel Considerations

Force10 has about 1,400 customers, getting half its revenue and the other half from channel sales. Dell doesn’t see an immediate change in the sales mix.

Dell will work to avoid channel conflict, but I foresee an increasing shift toward direct sales, not only with the Force10’s data-center networking gear, but also with any converged data-center-in-a-box offerings Dell might assemble.

Converged Infrastructure (AKA Integrated Solution Stack) 

Strategically, Dell and its major rivals are increasingly concerned with provision of converged infrastructure, otherwise known as as an integrated technology stack (servers, storage, networking, associated management and services) for data centers. The ultimate goal is to offer comprehensive automation of tightly integrated data-center infrastructure. These things probably will never run themselves — though one never knows — but there’s customer value (and vendor revenue) in pushing them as far along that continuum as possible.

For some time,  Dell has been on a targeted acquisition trail, assembling all the requisite pieces of the converged-infrastructure puzzle. Key acquisitions included Perot Systems for services, EqualLogic and Compellent for storage, Kace for systems management, and SecureWorks for security capabilities. At the same time, Dell has been constructing data centers worldwide to host cloud applications.

Dell’s converged-infrastructure strategy is called Virtual Network Services Architecture (VNSI), and the company claims Force10’s Open Cloud Networking (OCN) strategy, which stresses automation and virtualization based on open standards, is perfectly aligned with its plans. Dario Zamarian, VP and GM of Dell Networking, said last week that VNSI is predicated on three pillars: “managing from the edge,” where servers and storage are attached to the network; “flattening the network,” which is all the rage these days; and “scaling virtualization.”

For its part, Force10 has been promoting the concept of flatter and more scalable networks comprising its interconnected Z9000 switches in distributed data-center cores.

 The Network OS Question

I don’t really see Dell worrying unduly about gaining greater direct involvement in wiring-closet switches. It has its own PowerConnect switches already, and it could probably equip those to run Force10’s FTOS on those boxes. It seems FTOS, which Dell is positioning as an open networking OS, could play a prominent role in Dell’s competitive positioning against Cisco, HP, Juniper, IBM, and perhaps even Huawei Symantec.

Then again, Dell’s customers might have a say in the matter. At least two big Dell customers, Facebook and Yahoo, are on the board of directors of the Open Networking Foundation (ONF), a nonprofit organization dedicated to promoting software-defined networking (SDN) using the OpenFlow protocol. Dell and Force10 are members of ONF.

It’s possible that Dell and Force10 might look to keep those big customers, and pursue others within the ONF’s orbit, by fully embracing OpenFlow. The ONF’s current customer membership is skewed toward high-performance computing and massive cloud environments, both of which seem destined to be aggressive early adopters of SDN and, by extension, the OpenFlow protocol.  (I won’t go into my thoughts on OpenFlow here — I’ve already written a veritable tome in this missive — but I will cover it in a forthcoming post.)

Notwithstanding its membership in the Open Networking Foundation, Force10 is perceived as relatively bearish on OpenFlow. Earlier this year, Arpit Joshipura, Force10’s chief marketing officer, indicated his company would wait for OpenFlow to mature and become more scalable before offering it on its switches. He said “big network users” — presumably including major cloud providers — are more interested in OpenFlow today than are enterprise customers. Then again, the cloud ultimately is one of the destinations where Dell wants to go.

Still, Dell and Force10 might see whether FTOS can fit the bill, at least for now. As Cindy Borovick, research vice president for IDC’s enterprise communications and data center networks, has suggested, Dell could see Force10‘s FTOS as something that can be easily customized for a wide range of deployment environments. Dell could adapt FTOS to deliver prepackaged products to customers, which then could further customize the network OS depending on their particular requirements.

It’ll be interesting to see how Dell proceeds with FTOS and with OpenFlow.

 Implications for Others

You can be sure that Dell’s acquisition of Force10 will have significant implications for its OEM partners, namely Juniper Networks and Brocade Communications. From what I have heard, not much has developed commercially from Dell’s rebranding of Juniper switches, so any damage to Juniper figures to be relatively modest.

It’s Brocade that appears destined to suffer a more meaningful hit. Sure, Dell will continue to carry and sell its Fiber Channel SAN switches, but it won’t be offering Brocade’s Foundry-derived Ethernet switches, and one would have to think that the relationship, even on the Fiber Channel front, has seen its best days.

As for whether Dell will pursue other networking acquisitions in the near team, I seriously doubt it. Zeus Kerravala advises Dell to buy Extreme Networks, but I don’t see the point. As mentioned earlier, Dell already has its PowerConnect line, and the margins are in the data-center, not out in the wiring closets. Besides, as Dario Zamarian has noted, data-center networking is expected to grow at a compound annual growth rate of 21 percent through 2015, much faster than the three-percent growth forecast for the rest of the industry.

The old Dell would have single-mindedly chased the network box volumes, but the new Dell aspires to something grander.

RealD’s 3D Promise and Peril

I should have an opinion on RealD’s IPO today. Fortunately, I do have one, and I will share it with you now.

If 3D goes big, RealD will scale right along with it. The company is the leading purveyor of 3D projection systems for digital cinemas. By its own estimates, it owns more than half of that market, holding off competitors such as Dolby, Laboratories, Inc., IMAX Corporation, MasterImage 3D, and X6D Limited.

It’s interesting to see Dolby among RealD’s primary competitors. In many respects, RealD is emulating the approach Dolby used to dominate the stereoscopic sound market in cinemas worldwide. RealD has read Dolby’s playbook, and heretofore it’s done better applying it to 3D cinema than Dolby has done.

You can peruse RealD’s prospectus yourself, but here’s an excerpt to whet your appetite:

As of December 25, 2009, there were approximately 16,000 theater screens using digital cinema projectors out of approximately 149,000 total theater screens worldwide, of which 4,286 were RealD-enabled (increasing to 5,966 RealD-enabled screens as of June 1, 2010). In 2009, motion picture exhibitors installed approximately 7,500 digital cinema projectors, an approximately 86% growth rate from 2008, and in 2008, motion picture exhibitors installed approximately 2,300 digital cinema projectors, an approximately 36% growth rate from 2007. Digital Cinema Implementation Partners, or DCIP, recently completed its financing that is providing funding for the digital conversion of up to approximately 14,000 additional domestic theater screens operated by our licensees AMC, Cinemark and Regal. We believe the increasing number of theater screens to be financed by DCIP provides us with a significant opportunity to deploy additional RealD Cinema Systems and further our penetration of the domestic market.

The salient point is that the addressable market is large, the overall penetration rate for 3D projection systems is relatively low, and the market stage is nascent. Moreover, this is worldwide opportunity, not one restricted to the North American marketplace.

That’s a good thing, too, though RealD — like everyone else with valuable intellectual property — is concerned about the fate that might befall it in China. Among noted risk factors in the company’s prospectus, we find the following:

Our business is dependent upon our patents, trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our licensees operate, such as China.

Even though that’s a legitimate concern, it isn’t RealD’s biggest worry. The real worries in my view are industry dynamics (namely, 3D’s spread from cinemas to consumer electronics such as televisions, PCs, cell phones, and game consoles), the quantity and qualify of 3D entertainment fare (also known as content), and the ability of the industry ecosystem and consumers to foot the 3D bill.

3D has proven marketable in cinemas, but now it is trying to expand its empire into consumer electronics. That’s an opportunity and a threat for RealD, which obviously wants to extend its hegemony beyond the three-dimensional silver screen.

RealD will have to rejig its business model and its technologies to capture consumer-electronics markets. It will have to enter into new relationships, build or buy new products and capabilities, and market and sells its wares differently. And that’s presuming that 3D makes a successful commercial leap into living rooms, mobile devices, and other display-bearing devices. Much remains to be done on that front.

Then we come to the content issue. You might have noticed that not all 3D films have the box-office wallop of Avatar. Movie exhibitors like the premium they charge consumers for watching 3D movies (though they are less enamored of the added cost of 3D projection systems), but the willingness of the masses to pay more per view is contingent on cinemas offering them experiences they deem worthy of the 3D surcharge.

I’ve scanned the lineup of 3D films slated to hit theaters over the several months. I am noticing — how shall I say? — the pungent whiff of ripe schlock arresting my olfactory senses, even though, incredibly, RealD has not entered the “Smell-O-Rama” business yet.

Sadly, a lot of cheesy horror movies are queued up for the 3D treatment. That’s not good. I’m of the aesthetic view that ostentatious protrusive effects, used to goose the shock value of severed heads and buzzing saws, aren’t the best utilization of 3D technology. I like the immersive depth 3D can bring to quality entertainment and live sports, but I’m not sold on the viability of cheap gimmicks, or of 3D as ornamental gossamer for bad content. Look, a crap movie is crap movie. A 3D turd is still a turd.

And a proliferation of 3D turds will not do the 3D industry any good. Does anybody in Hollywood remember the 1950s . . . or perhaps read history?

Anyway, presuming that 3D is used naturally, that it is applied to good movies rather than as a decorative wrapper for bad ones, RealD still will have to contend with the nasty array of macroecoomic uncertainties that beset all us all.

There’s considerable risk in RealD as an investment vehicle, and there’s also a commensurate measure of promise. Today, on their first day of trading, RealD shares were snapped up eagerly by investors who see more promise than peril. The stock was up sharply from the open, and the company was able to price its offering well above expectations.

That’s an important consideration, by the way. Earlier in this post, I mentioned that RealD intends to take its 3D technology to consumer electronics. As part of that foray, the company is also looking at developing autostereoscopic (3D without glasses) technologies to eventually supersede its stereoscopic (3D with glasses) technology.

All things considered, I don’t think the glasses are going to cut it for casual television viewing in living rooms; nor do I think anybody but the geekiest of geeks will want to be wearing 3D glasses for extended periods while using a mobile device or playing a game console. The company that does autostereoscopic 3D right stands to reap massive rewards. RealD wants to be that company, but it’s not alone — Sony, Samsung, Dolby, 3M, Nintendo, and many others are in the mix, and their advances are closely monitored by HP, Dell, Apple, IBM, Cisco, and other major players.

RealD needs a warchest to fight that battle. Today’s IPO delivers it, as the company makes clear:

We will continue to develop proprietary 3D technologies to enhance the 3D viewing experience and create additional revenue opportunities. Our patented technologies enable 3D viewing in theaters, the home and elsewhere, including technologies that can allow 3D content to be viewed without eyewear. We will also selectively pursue technology acquisitions to expand and enhance our intellectual property portfolio in areas that complement our existing and new market opportunities and to supplement our internal research and development efforts.

Today’s IPO will help RealD pursue its strategic plan. Numerous external factors, however, are beyond its direct control.