Avaya Executive Departures, Intrigue Continue

Like many other vendors, Avaya showed off its latest virtualized wares at VMworld in San Francisco this week. While putting its best face forward at VMware’s annual conference and exhibition, Avaya also experienced further behind-the-scenes executive intrigue.

Sources report that Carelyn Monroe, VP of Global Partner Support Services, resigned from the company last Friday. Monroe is said to have reported to Mike Runda, SVP and president of Avaya Client Services. She joined Avaya in 2009, coming over from Nortel.

Meanwhile, across the pond, Avaya has suffered another defection. James Stevenson, described as a “business-services expert” in a story published online by CRN ChannelWeb UK, has left Avaya to become director of operations for reseller Proximity Communications.

Prior to the departures of Monroe and Stevenson, CFO Anthony Massetti bolted for the exit door immediately after Avaya’s latest inauspicious quarterly results were filed with the Securities and Exchange Commission (SEC). Massetti was replaced by Dave Vellequette, who has a long history of of working alongside Avaya CEO Kevin Kennedy.

In some quarters, Kennedy’s reunion with Vellequette is being construed as a circle-the-wagons tactic in which the besieged CEO attempts to surround himself with steadfast loyalists. It probably won’t be long before we see a “Hitler parody” on YouTube about Avaya’s plight (like this one on interoperability problems with unified communications).

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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.   

Debating SDN, OpenFlow, and Cisco as a Software Company

Greg Ferro writes exceptionally well, is technologically knowledgeable, provides incisive commentary, and invariably makes cogent arguments over at EtherealMind.  Having met him, I can also report that he’s a great guy. So, it is with some surprise that I find myself responding critically to his latest blog post on OpenFlow and SDN.

Let’s start with that particular conjunction of terms. Despite occasional suggestions to the contrary, SDN and OpenFlow are not inseparable or interchangeable. OpenFlow is a protocol, a mechanism that allows a server, known in SDN parlance as a controller, to interact with and program flow tables (for packet forwarding) on switches. It facilitates the separation of the control plane from the data plane in some SDN networks.

But OpenFlow is not SDN, which can be achieved with or without OpenFlow.  In fact, Nicira Networks recently announced two SDN customer deployments of its Network Virtualization Platform (NVP) — at DreamHost and at Rackspace, respectively — and you won’t find mention of OpenFlow in either press release, though OpenStack and its Quantum networking project receive prominent billing. (I’ll be writing more about the Nicira deployments soon.)

A Protocol in the Big Picture 

My point is not to diminish or disparage OpenFlow, which I think can and will be used gainfully in a number of SDN deployments. My point is that we have to be clear that the bigger picture of SDN is not interchangeable with the lower-level functionality of OpenFlow.

In that respect, Ferro is absolutely correct when he says that software-defined networking, and specifically SDN controller and application software, are “where the money is.” He conflates it with OpenFlow — which may or may not be involved, as we already have established — but his larger point is valid.  SDN, at the controller and above, is where all the big changes to the networking model, and to the industry itself, will occur.

Ferro also likely is correct in his assertion that OpenFlow, in and of itself, will  not enable “a choice of using low cost network equipment instead of the expensive networking equipment that we use today. “ In the near term, at least, I don’t see major prospects for change on that front as long as backward compatibility, interoperability with a bulging bag of networking protocols, and the agendas of the networking old guard are at play.

Cisco as Software Company

However, I think Ferro is wrong when he says that the market-leading vendors in switching and routing, including Cisco and Juniper, are software companies. Before you jump down my throat, presuming that’s what you intend to do, allow me to explain.

As Ferro says, Cisco and Juniper, among others, have placed increasing emphasis on the software features and functionality of their products. I have no objection there. But Ferro pushes his argument too far and suggests that the “networking business today is mostly a software business.”  It’s definitely heading in that direction, but Cisco, for one, isn’t there yet and probably won’t be for some time.  The key word, by the way, is “business.”

Cisco is developing more software these days, and it is placing more emphasis on software features and functionality, but what it overwhelmingly markets and sells to its customers are switches, routers, and other hardware appliances. Yes, those devices contain software, but Cisco sells them as hardware boxes, with box-oriented pricing and box-oriented channel programs, just as it has always done. Nitpickers will note that Cisco also has collaboration and video software, which it actually sells like software, but that remains an exception to the rule.

Talks Like a Hardware Company, Walks Like a Hardware Company

For the most part, in its interactions with its customers and the marketplace in general, Cisco still thinks and acts like a hardware vendor, software proliferation notwithstanding. It might have more software than ever in its products, but Cisco is in the hardware business.

In that respect, Cisco faces the same fundamental challenge that server vendors such as HP, Dell, and — yes — Cisco confront as they address a market that will be radically transformed by the rise of cloud services and ODM-hardware-buying cloud service providers. Can it think, figuratively and literally, outside the box? Just because Cisco develops more software than it did before doesn’t mean the answer is yes, nor does it signify that Cisco has transformed itself into a software vendor.

Let’s look, for example, at Cisco’s approach to SDN. Does anybody really believe that Cisco, with its ongoing attachment to ASIC-based hardware differentiation, will move toward a software-based delivery model that places the primary value on server-based controller software rather than on switches and routers? It’s just not going to happen, because  it’s not what Cisco does or how it operates.

Missing the Signs 

And that bring us to my next objection.  In arguing that Cisco and others have followed the market and provided the software their customers want, Ferro writes the following:

“Billion dollar companies don’t usually miss the obvious and have moved to enhance their software to provide customer value.”

Where to begin? Well, billion-dollar companies frequently have missed the obvious and gotten it horribly wrong, often when at least some individuals within the companies in question knew that their employer was getting it horribly wrong.  That’s partly because past and present successes can sow the seeds of future failure. As in Clayton M. Christensen’s classic book The Innovator’s Dilemma, industry leaders can have their vision blinkered by past successes, which prevent them from detecting disruptive innovations. In other cases, former market leaders get complacent or fail to acknowledge the seriousness of a competitive threat until it is too late.

The list of billion-dollar technology companies that have missed the obvious and failed spectacularly, sometimes disappearing into oblivion, is too long to enumerate here, but some  names spring readily to mind. Right at the top (or bottom) of our list of industry ignominy, we find Nortel Networks. Once a company valued at nearly $400 billion, Nortel exists today only in thoroughly digested pieces that were masticated by other companies.

Is Cisco Decline Inevitable?

Today, we see a similarly disconcerting situation unfolding at Research In Motion (RIM), where many within the company saw the threat posed by Apple and by the emerging BYOD phenomenon but failed to do anything about it. Going further back into the annals of computing history, we can adduce examples such as Novell, Digital Equipment Corporation, as well as the raft of other minicomputer vendors who perished from the planet after the rise of the PC and client-sever computing. Some employees within those companies might even have foreseen their firms’ dark fates, but the organizations in which they toiled were unable to rescue themselves.

They were all huge successes, billion-dollar companies, but, in the face of radical shifts in industry and market dynamics, they couldn’t change who and what they were.  The industry graveyard is full of the carcasses of company’s that were once enormously successful.

Am I saying this is what will happen to Cisco in an era of software-defined networking? No, I’m not prepared to make that bet. Cisco should be able to adapt and adjust better than the aforementioned companies were able to do, but it’s not a given. Just because Cisco is dominant in the networking industry today doesn’t mean that it will be dominant forever. As the old investment disclaimer goes, past performance does not guarantee future results. What’s more, Cisco has shown a fallibility of late that was not nearly as apparent in its boom years more than a decade ago.

Early Days, Promising Future

Finally, I’m not sure that Ferro is correct when he says Open Network Foundation’s (ONF) board members and its biggest service providers, including Google, will achieve CapEx but not OpEx savings with SDN. We really don’t know whether these companies are deriving OpEx savings because they’re keeping what they do with their operations and infrastructure highly confidential. Suffice it to say, they see compelling reasons to move away from buying their networking gear from the industry’s leading vendors, and they see similarly compelling reasons to embrace SDN.

Ferro ends his piece with two statements, the first of which I agree with wholeheartedly:

“That is the future of Software Defined Networking – better, dynamic, flexible and business focussed networking. But probably not much cheaper in the long run.”

As for that last statement, I believe there is insufficient evidence on which to render a verdict. As we’ve noted before, these are early days for SDN.

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.

Attack on Nortel Not an Anomaly

In my last post,, I promised to offer a subsequent entry on why public companies are reluctant to publicize breaches of their corporate networks.

I also suggested that such attacks probably are far more common than we realize. What happened to Nortel likely is occurring to a number of other companies right now.

It’s easy to understand why public companies don’t like to disclose that they’ve been the victim of hacking exploits, especially if those attacks result in the theft of intellectual property and trade secrets.

Strong Sell Signals

As public companies, their shares are traded on stock markets. Not without reason, shareholders and prospective investors might be inclined to interpret significant breaches of corporate networks as strong sell signals.

After all, loss of intellectual property — source code, proprietary product designs, trade secrets, and strategic plans — damages brand equity. Upon learning that the company in which they hold shares had its intellectual property pilfered, investors might be inclined to deduce that the stolen assets will later manifest themselves as lost revenue, reduced margins, decreased market share, and diminished competitive advantage.

Hacking exploits that result in perceived or real loss of substantial intellectual property represent an investor-relations nightmare.  A public company that discloses a major cyber breach that resulted in the loss of valuable business assets is far more likely to be met with market dismay than with widespread sympathy.

Downplay Losses

So, if public companies are breached, they keep it to themselves. If, however, a company is compelled by circumstances beyond its control to make a public disclosure about being attacked, it will downplay the severity and the risks associated with the matter.

In early 2010, you will recall, Google announced that it was subjected to a persistent cyber attack  that originated in China. It was part of larger attack, called Operation Aurora, aimed at dozens of other companies.

Some companies acknowledged publicly that they were attacked. Those companies included Adobe Systems, Juniper Networks, and Rackspace. Other companies subjected to the attacks — but which were not as forthcoming about what transpired — reportedly included Yahoo, Symantec, Northrop Grumman, Morgan Stanley, and Dow Chemical.

After the Crown Jewels

At the time of the attacks, Google spun a media narrative that suggested the attacks were designed to spy on human-rights activists by cracking their email accounts. While that might have been a secondary objective of the attacks, the broader pattern of Operation Aurora suggests that the electronic interlopers from China were more interested in obtaining intellectual property and trade secrets than in reading the personal correspondence of human-rights activists.

Indeed, McAfee, which investigated the attacks, reported that the objective of the perpetrators was to gain access to and to potentially modify source-code repositories at the targeted companies. The attackers were after those companies’ “crown jewels.”

The companies that admitted being victims of Operation Aurora all downplayed the extent of the attacks and any possible losses they might have suffered. Perhaps they were telling the truth. We just don’t know.

Transfer of Wealth

Last summer, Dmitri Alperovitch, McAfee’s vice president of threat research, provided the following quote to Reuters:

“Companies and government agencies are getting raped and pillaged every day. They are losing economic advantage and national secrets to unscrupulous competitors. This is the biggest transfer of wealth in terms of intellectual property in history. The scale at which this is occurring is really, really frightening.”

What Alperovitch said might seem melodramatic, but it isn’t. He’s not the only knowledgeable observer who has seen firsthand the electronic pillage and plunder of corporate intellectual property on a vast scale. For the reasons cited earlier in this post, few companies want to put up their hands and acknowledge that they’ve been victimized.

Nortel, in apparently being subjected to a decade-long cyber attack, might have been a special case, but we should not assume that what happened to Nortel is anomalous. For all we know, the largest companies in the technology industry are being violated and plundered as you read this post.

Hackers Didn’t Kill Nortel

For a company that is dead in all meaningful respects, Nortel Networks has an uncanny knack of finding its way into the news. Just as late rapper Tupac Shakur’s posthumous song releases kept him in the public consciousness long after his untimely death, Nortel has its recurring scandals and misadventures to sustain its dark legacy.

Recently, Nortel has surfaced in the headlines for two reasons. First, there was (and is) the ongoing fraud trial of three former Nortel executives: erstwhile CEO Frank Dunn, former CFO Douglas Beatty, and ex-corporate controller Michael Gollogly. That unedifying spectacle is unfolding at a deliberate pace in a Toronto courtroom.

Decade of Hacking

While a lamentable story in its own right, the trial was overshadowed earlier this week by another development. In a story that was published in the Wall Street Journal, a former Nortel computer-security specialist alleged that the one-time telecom titan had been subject to decade-long hacking exploits undertaken by unknown assailants based in China. The objective of the hackers apparently was corporate espionage, specifically related to gaining access to Nortel’s intellectual property and trade secrets. The hacking began in 2000 and persisted well into 2009, according to the former Nortel employee.

After the report was published, speculation arose as to whether, and to what degree, the electronic espionage and implicit theft of intellectual property might have contributed to, or hastened, Nortel’s passing.

Presuming the contents of the Wall Street Journal article to be accurate, there’s no question that persistent hacking of such extraordinary scale and duration could not have done Nortel any good. Depending on what assets were purloined and how they were utilized — and by whom — it is conceivable, as some have asserted, that the exploits might have hastened Nortel’s downfall.

Abundance of Clowns

But there’s a lot we don’t know about the hacking episode, many questions that remain unanswered. Unfortunately, answers to those questions probably are not forthcoming. Vested interests, including those formerly at Nortel, will be reluctant to provide missing details.

That said, I think we have to remember that Nortel was a shambolic three-ring circus with no shortage of clowns at the head of affairs. As I’ve written before, Nortel was its own worst enemy. Its self-harm regimen was legendary and varied.

Just for starters, there was its deranged acquisition strategy, marked by randomness and profligacy. Taking a contrarian position to conventional wisdom, Nortel bought high and sold low (or not at all) on nearly every acquisition it made, notoriously overspending during the Internet boom of the 1990s that turned to bust in 2001.

Bored Directors

The situation was exacerbated by mismanaged assimilation and integration of those poorly conceived acquisitions. If Cisco wrote the networking industry’s how-to guide for acquisitions in the 1990s, Nortel obviously didn’t read it.

Nortel’s inability to squeeze value from its acquisitions was symptomatic of executive mismanagement, delivered by a long line of overpaid executives. And that brings us to the board of directors, which took complacency and passivity to previously unimagined depths of docility and indifference.

In turn, that fecklessness contributed to bookkeeping irregularities and accounting shenanigans that drew the unwanted attention of the Securities and Exchange Commission and the Ontario Securities Commission, and which ultimately resulted in the fraud trial taking place in Toronto.

Death by Misadventures

In no way am I excusing any hacking or alleged intellectual property theft that might have been perpetrated against Nortel. Obviously, such exploits are unacceptable. (I have another post in the works about why public companies are reluctant to expose their victimization in hack attacks, and why we should suspect many technology companies today have been breached, perhaps significantly. But that’s for another day).

My point is that, while hackers and intellectual-property thieves might be guilty of many crimes, it’s a stretch to blame them for Nortel’s downfall. Plenty of companies have been hacked, and continue to be hacked, by foreign interests in pursuit of industrial assets and trade secrets. Those companies, though harmed by such exploits, remain with us.

Nortel was undone overwhelmingly by its own hand, not by the stealthy reach of electronic assassins.

Reflecting on the Big Acquisition Cisco Didn’t Make

It has been nearly eight years since EMC acquired VMware. The acquisition announcement went over the newswires on December 15, 2003. EMC paid approximately $635 million for VMware, and Joe Tucci, EMC’s president and CEO, had this to say about the deal:

“Customers want help simplifying the management of their IT infrastructures. This is more than a storage challenge. Until now, server and storage virtualization have existed as disparate entities. Today, EMC is accelerating the convergence of these two worlds .“

“We’ve been working with the talented VMware team for some time now, and we understand why they are considered one of the hottest technology companies anywhere. With the resources and commitment of EMC behind VMware’s leading server virtualization technologies and the partnerships that help bring these technologies to market, we look forward to a prosperous future together.”

Virtualization Goldmine

Oh, the future was prosperous . . . and then some. It’s a deal that worked out hugely in EMC’s favor. Even though the storage behemoth has spun out VMware in the interim, allowing it to go public, EMC still retains more than 80 percent ownership of its virtualization goldmine.

Consider that EMC paid just $635 million in 2003 to buy the server-virtualization market leader. VMware’s current market capitalization is more than $38 billion. That means EMC’s stake in VMware is worth more than $30 billion, not including the gains it reaped when it took VMware public. I don’t think it’s hyperbolic to suggest that EMC’s purchase of VMware will be remembered as Tucci’s defining moment as EMC chieftain.

Now, let’s consider another vendor that had an opportunity to acquire VMware back in 2003.

Massive Market Cap, Industry Dominance

A few years earlier, at the pinnacle of the dot-com boom in March 2000, Cisco was the most valuable company in the world, sporting a market capitalization of more than US$500 billion.  It was a networking colossus that bestrode the globe, dominating its realm of the industry as much as any other technology company during any other period. (Its only peers in that regard were IBM in the mainframe era and Microsoft and Intel in the client-server epoch.)

Although Juniper Networks brought its first router to market in the fall of 1998 and began to challenge Cisco for routing patronage at many carriers early in the first decade of the new millennium, Cisco remained relatively unscathed in enterprise networking, where its Catalyst switches grew into a multibillion-dollar franchise after it saw off competitive challenges in the late 90s from companies such as 3Com, Cabletron, Nortel, and others.

As was its wont since its first acquisition, involving Crescendo Communications in 1993, Cisco remained an active buyer of technology companies. It bought companies to inorganically fortify its technological innovation, and to preclude competitors from gaining footholds among its expanding installed base of customers.

Non-Buyer’s Remorse?

It’s true that the post-boom dot-com bust cooled Cisco’s acquisitive ardor. Nonetheless, the networking giant made nine acquisitions from May 2002 through to the end of 2003. The companies Cisco acquired in that span included Hammerhead Networks, Navarro Networks, AYR Networks, Andiamo Systems, Psionic Software, Okena, SignalWorks, Linksys, and Latitude Communications.

The biggest acquisition in that period involved spin-in play Andiamo Systems, which provided the technological foundation for Cisco’s subsequent push to dominate storage networking. Cisco was at risk of paying as much as $2.5 billion for Andiamo, but the actual price tag for that convoluted spin-in transaction was closer to $750 million by the time it finally closed in 2004. The next-biggest Cisco acquisition during that period involved home-networking vendor Linksys, for which Cisco paid about $500 million.

Cisco announced the acquisitions of Hammerhead Networks and Navarro Networks in a single press release. Hammerhead, for which Cisco exchanged common stock valued at up to $173 million, developed software that accelerated the delivery of IP-based billing, security, and QoS; the company was folded into the Cable Business Unit in Cisco’s Network Edge and Aggregation Routing Group. Navarro Networks, for which Cisco exchanged common stock valued at up to $85 million, designed ASIC components for Ethernet switching.

To acquire AYR Networks, a vendor of “high-performance distributed networking services and highly scalable routing software technologies,” Cisco parted with about $113 million in common stock. AYR’s technology was intended to augment Cisco’s IOS software.

Andiamo Factor

Although the facts probably are familiar to many readers, Cisco’s acquisition of Andiamo was noteworthy for several reasons.  It was a spin-in acquisition, in which Cisco funded the company to go off and develop technology on its own, only later to be brought back in-house through acquisition. Andiamo was led by its CEO Buck Gee, and it included a core group of engineers who also were at Cresendo Communications.  The concept and execution of the spin-in move at Cisco was highly controversial within the company, seen as operationally and strategically innovative by many senior executives even though others claimed it engendered envy, invidious, and resentment among rank-and-file employees.

No matter, Andiamo was meant to provide market leadership for Cisco in the IP-based storage networking and to give Cisco a means of battering Brocade in Fibre Channel. That plan hasn’t come to fruition, with Brocade still leading in a tenacious Fibre Channel market and Cisco banking on Fibre Channel over Ethernet (FCoE) to go from the edge to the core. (The future of storage networking, including the often entertaining Fiber Channel-versus-FCoE debates, are another matter, and not within the purview of this post.)

While we’re on the topic of Andiamo, its former engineers continue to make news. Just this week, former Andiamo engineers Dante Malagrinò and Marco Di Benedetto officially launched Embrane, a company that is committed to delivering a platform for virtualized L4-7 network services at large cloud service providers. Those two gentlemen also were involved in Cisco last big spin-in move, Nuova Systems, which provided the foundation for Cisco’s Unified Computing Systems (UCS).

As for Cisco’s post-Andiamo acquisition announcements in 2002, Okena and Psionic both were involved in intrusion-detection technology. Of the two, Okena represented the larger transaction, valued at about $154 million in stock.

Interestingly, not much is available publicly these days regarding Cisco’s announced acquisition of SignalWorks in March of 2003. If you visit the CrunchBase profile for SignalWorks and click on a link that is supposed to take you to a Cisco press release announcing the deal, you’ll get a “Not Found” message. A search of the Cisco website turns up two press releases — relating to financial results in Cisco’s third and fourth quarters of fiscal year 2003, respectively — that obliquely mention the SignalWorks acquisition. The purchase price of the IP-audio company was about $16 million. CNet also covered the acquisition when it first came to light.

Other Strategic Priorities

Cisco’s last announced acquisitions in that timeframe involved home-networking player Linksys, part of Cisco’s ultimately underachieving bid to become a major player in the consumer space, and web-conferencing vendor Latitude Communications.

And now we get the crux of this post. Cisco announced a number of acquisitions in 2002 and 2003, but it was one they didn’t make that reverberates to this day. It was a watershed acquisition, a strategic masterstroke, but it was made by EMC, not by Cisco. As I said, the implications resound through to this day and probably will continue to ramify for years to come.

Some might contend that Cisco perhaps didn’t grasp the long-term significance of virtualization. Apparently, though, some at Cisco were clamoring for the company to buy VMware.  The missed opportunity wasn’t attributable to Cisco failing to see the importance of virtualization — some at Cisco had the prescience to see where the technology would lead — but because an acquisition of VMware wasn’t considered as high a priority as the spin-in of Andiamo for storage networking and the acquisition of Linksys for home networking.

Cisco placed its bets elsewhere, perhaps thinking that it had more time to develop a coherent and comprehensive strategy for virtualization. Then EMC made its move.

Missed the Big Chance

To this day, in my view, Cisco is paying an exorbitant opportunity cost for failing to take VMware off the market, leaving it for EMC and ultimately allowing the storage leader, yeas later, to gain the upper hand in the Virtual Computing Environment (VCE) Company joint venture that delivers UCS-encompassing VBlocks. There’s a rich irony there, too, when one considers that Cisco’s UCS contribution to the VBlock package is represented by technology derived from spin-in Nuova.

But forget about VCE and VBlocks. What about the bigger picture? Although Cisco likes to talk itself up as a leader in virtualization, it’s not nearly as prominent or dominant as it might have been. Is there anybody who would argue that Cisco, if it had acquired and then integrated and assimilated VMware as half as well as it digested Crescendo, wouldn’t have absolutely thrashed all comers in converged data-center infrastructure and cloud infrastructure?

Cisco belatedly recognized its error of omission, but it was too late. By 2009, EMC was not interested in selling its majority stake in VMware to Cisco, and Cisco was in no position to try to obtain it through an acquisition of EMC. In that regard, Cisco’s position has only worsened.

Although EMC’s ownership stake in VMware amounts to about 80 percent (or perhaps even just north of that amount), its has 98 percent of the voting shares in the company, which effectively means EMC steers the ship, regardless of public pronouncements VMware executives might issue regarding their firm being an autonomous corporate entity.

Keeping Cisco Interested but Contained 

Conversely, Cisco owns approximately five percent of VMware’s Class A shares, but none of its Class B shares, and it held just one percent of voting power as of March 2011.  As of that same date, EMC owned all of VMware’s 330,000,000 Class B Shares and 33,066,050 of its 118,462,369 shares of Class A common shares. Cisco has a stake in VMware, but it’s a small one and it has it at the pleasure of EMC, whose objective is to keep Cisco sufficiently interested so as not to pursue other strategic options in data-center virtualization and cloud infrastructure.

The EMC gambit has worked, up to the point. But Cisco, which missed its big chance  in 2003, has been trying ever since then to reassert its authority. Nuova, and all that flowed from it, was Cisco’s first attempt to regain lost ground, and now it is partnering, to varying degrees, with VMware and EMC competitors such as NetApp, Citrix, and Microsoft. It also has gotten involved involved with OpenStack and the oVirt Project in a bid to hedge its virtualization bets.

Yes, some of those moves are indicative of coopetition, and Cisco retains its occasionally strained VCE joint venture with EMC and VMware, but Cisco clearly is playing for time, looking for a way to redefine the rules of the game.

What Cisco is trying to do is break an impasse of its own making, a result of strategic choices it made nearly a decade ago.

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.

Avaya’s Kennedy Sends Cautious Signals on Post-Nortel Business

Reading between the lines of Avaya CEO Kevin Kennedy’s recent interview with Network World, I have the strong suspicion that revenues from Nortel’s installed base of VoIP and unified communications (UC) customers are not ramping as robustly as Avaya had hoped they would.

I get that impression as much from what Kennedy doesn’t say as from what he says. He’s bold and brash when talking about combined R&D efforts and product roadmaps, but he’s reserved when discussing revenue targets and near-term sales. He doesn’t say the Avaya-Nortel combination has been a commercial disappointment, but he’s not boasting of its conquests, either.

A few market analysts are noticing that Avaya’s acquisition of the Nortel enterprise business hasn’t resulted in market-share hegemony for the merged company. These market watchers seem surprised that Avaya didn’t take the Nortel customer base by storm and leave Cisco in its rearview mirror, choking on dust and fumes.

But that failure to reconcile with reality is at least as much the analysts’ fault as it is Avaya’s. Earlier in this saga, I noted that a Nortel-fortified Avaya would be fortunate to maintain any market-share edge over Cisco. It seemed an obvious conclusion to reach.

Unfortunately, though, when unwary market analysts examine a post-acquisition scenario, they will add the market share of the two companies involved, then assume the merged entity will maintain or extend its combined market share. For many reasons, however, that rarely — if ever — happens.

In the case of Avaya’s acquisition of Norte’s enterprise business, several complicating factors suggested that the merger, from a market-share perspective, would result in less than the sum of its parts.

First, there was the product overlap, which was not insignificant. Second,  there were channel-management issues, which also were considerable. (Some Nortel partners were concerned about having to deal with Avaya.) Third, Nortel’s enterprise business had been in distress for some time, and it was suffering market-share erosion before and after Avaya took control. Fourth, even among Nortel customers still in the fold, some eventually will choose options other than those presented by Avaya.

I think Avaya anticipated most (if not all) of these challenges. Just after the acquisition closed, for example, Kennedy sought to temper post-merger expectations. He cited external factors, such as the weak economy, as well as the usual post-merger integration challenges. His tone was one of cautious optimism rather than of unchecked exuberance. He knew it wouldn’t be easy, with or without Nortel’s enterprise business.

He’s staying on message, probably for good reason.

Before Foxconn, Huawei Had Its Own Suicides

Long before the rash of deaths at the Foxconn Technology Group’s manufacturing facilities in China, another company fought to stem a wave of suicides at its Chinese operations.

That company was Huawei Technologies, and its problem with suicidal employees was covered in the media, though not as extensively as were the unfortunate events at Foxconn, part of the Hon Hai Precision Industry Co., Ltd.

What partly accounts for the difference in degree of coverage, I think, is Foxconn’s connection to Apple. As we all know, Foxconn manufactures Apple’s iPhones and iPads as well as computing devices for a number of other vendors, including Dell. Everything Apple touches is high profile, so it’s no wonder that the Western media gravitated to the Foxonn suicides once  Apple was discovered among Foxconn’s brand-name customers.

Another factor, though, might be the intense secrecy that surrounds Huawei. It’s a privately held company, shrouded in mystery, run by CEO Ren Zhengfei, who emerged from the People Liberation Army (PLA), is a member in good standing of the Communist Party of China, and is said to retain close ties to China’s defense and intelligence elite.

Still, the suicides at Huawei are a matter of public record. They began ramping in the year 2000 and continued well into the decade, seemingly coming to an end — or something like one — by 2008. At their peak, they were bad enough that Ren Zengfei wrote the following to another member of the Communist Party:

“At Huawei, employees are continuously committing suicide or self-mutilation. There is also a worrying increase in the number of employees who are suffering from depression and anxiety. What can we do to help our employees have a more positive and open attitude towards life? I have thought about it over and over again, but I have been unable to come up with a solution.”

This is not exactly the sort of pitch a human-resources executive wants to feature in employee-recruitment campaigns. Nonetheless, it demonstrates that Ren recognized the problem and was thinking hard about whether his company’s “wolf culture” and “mattress culture” were sustainable models on which to build a business that could scale and compete successfully against the world’s leading telecommunications-equipment and data-networking companies.

A few reports. which are disputed, suggest as many as 38 Huawei employees died from their own hand or from exhaustion during the past decade. Like Foxconn, Huawei experienced horrific on-site suicides, in which an employee typically would throw himself to his death from the balcony of a campus building.

Some commentators have noted that the suicide rate at Foxconn is not inordinately higher than China’s overall suicide rate. Some have even argued that the rate of self-destruction at Foxconn is lower than China’s rate, even going so far as to make the claim that working at Foxconn reduces the risk of suicide for Chinese employees.

Numbers can be sliced and diced, and they can be interpreted in a number of ways. As always, one should verify the accuracy of the source data and carefully check for an inherent statistical bias. I don’t have time to chase that thread now.

So, putting aside that debate, I want to consider another aspect of these stories: the incidence of at-work suicides at both Foxconn and Huawei. The instances of on-site suicide are well documented at both companies.

Perhaps I’m missing something — let me know whether I am — but I don’t believe there ever was a similar outbreak of suicides at technology firms in North America. Cisco, to the best of my knowledge, hasn’t seen its employees leaping to their deaths from the outdoor patios on Tasman Drive in San Jose. I don’t think we’ve seen anything of that sort at Juniper Networks or Brocade — or even Nortel Networks, where people have had considerable reason for despondence in recent years.

Workplace suicide is a dramatic act. It sends a powerful message. The victim makes a statement in not only how he chooses to kill himself but where he chooses to do it.

Ren Zhengfei was right to rack his brain in search of a solution to the morale problem at Huawei. However, as recent events at Foxconn and at other Chinese companies demonstrate, it isn’t a company-specific problem.

As China attempts to move up the technology value chain, from low-cost manufacturing to R&D-led innovation, it will have to find ways of motivating its employees with carrots instead of sticks.

HP Keeps UCC Options Open

When it comes to unified communications and collaboration (UCC), HP isn’t ready to bet the house on a single partner. It has struck UC-related partnerships with Microsoft, Avaya, and Alcatel-Lucent, and it also has the capability, through products obtained as a result of its 3Com acquisition, to develop a home-grown alternative.

It isn’t surprising that HP’s channel partners and customers, as well as neutral observers, are confused by HP’s seemingly promiscuous approach to UCC solutions. I’ll try to shed a bit of light on the situation, but I suspect nothing is carved in stone and that HP’s strategy will be subject to change.

HP’s latest UCC-related move involves Avaya.  The two companies announced a three-year alliance in which HP will sell and service Avaya UC and contact-center products as part of HP’s UCC enterprise-level services portfolio. The deal was inked in the aftermath of a similar 10-year accord that HP struck with Alcatel-Lucent.

Avaya and Alcatel-Lucent struck their deals with HP’s services business, which will act as a system integrator in bundling and delivering solutions to customers. It’s worth noting that HP also has a video-collaboration and UC partnership with Polycom.

The partnership with Microsoft is a bit different. That relationship primarily involves HP’s product and marketing groups, and it entails ongoing product integration and joint-marketing programs that stemmed from  the companies’ Frontline Partnership. Another difference is that Microsoft is taking a desktop-oriented approach to delivering unified communications whereas HP’s other partners, Avaya and Alcatel-Lucent, are addressing it from the IP PBX.

HP has decided to play the field for a couple reasons. First, the UCC space remains an underdeveloped market whose best days remain ahead of it. Despite years of hype, unified communicaitons has yet to fulfill its potential. To be fair, the reasons for that underachievement have more to do with industry politics and macroeconomic circumstances than with technological factors. Nonetheless, the market is one that has seemed perpetually on the cusp of better times.

Another reason that HP has cast a wide net with its UCC partnering efforts is that the predilections of the market, both with regard to vendors and architectural approaches, have yet to be revealed. Neither the PBX approach from Avaya and Alcatel-Lucent nor the desktop gambit from Microsoft has been declared a definitive winner. Moreover, the possibility exists that hosted UCC solutions might prove attractive to a significant number of enterprise customers. HP is getting into the game, but it’s spreading its bets across a number of leading contenders until the odds shift and one vendor establishes a clear market advantage.

As for why HP is getting into the game, well, the answer is partly that the company detects improving fortunes for UCC and partly that it feels compelled to respond to Cisco. One thing that HP and all its UCC partners have in common is competition against Cisco. HP needs an enterprise alternative to what Cisco is offering, and these partnerships provide it with various options.

Even though HP focused on the SME space with its latest Microsoft UCC announcement, I can’t see clear horizontal- or vertical-market delineation in HP’s partnering strategy.

Consequently, HP’s technology partners can’t feel overly secure. Any of these deals could fall apart, in real (revenue-generating) terms, without much warning. HP will follow its customers’ money. At the same time, it might be tempted to build or buy its own alternative. Further chapters in this story are sure to written.