upheavals

By making personal computers that were powerful, reliable and inexpensive, and by selling directly to buyers who customized their PC features, Mr. Dell revolutionized his industry.

“The original PC industry was long on people with great technical ideas but short on people who were able to turn those ideas into opportunities — into products that people really wanted,” said Timothy Bresnahan, a Stanford economist. Along with Steve Jobs and Bill Gates, as well as Scott Cook of Intuit, Mr. Dell was one of those few great innovators, he said. “These people are very rare.”

Mr. Dell’s early achievements were formidable, but unless his latest effort to turn around his company is successful, the Dell legacy today is very much in doubt. Last week, along with Silver Lake Partners, a private equity firm, he made a $24.4 billion buyout offer for his company — an apparent bet that, without the scrutiny of public shareholders, he can get Dell back on track.

Dell, the company, has been losing ground for years as the industry it once dominated has undergone upheavals that its founder failed to foresee. “The very nature of technology is that it changes a lot,” said Toni Sacconaghi, an analyst at Sanford C. Bernstein. “And Michael has conceded publicly that he has missed some big changes — he failed to foresee smartphones or tablets — and both of these shifts have been highly detrimental to the PC world.”

He has lagged in a crucial area of corporate strategy as well, said Shaw Wu, an analyst at Sterne Agee in San Francisco. While Mr. Dell has always been attuned to the needs of corporate clients, he is 20 years behind I.B.M. in embracing a strategic shift to enterprise software and services, Mr. Wu said: “That’s a higher-margin business that Dell would like to go after, but I.B.M. and others have got tremendous leads. It will be very difficult for him to catch up.”

If Dell shareholders accept an offer price of $13.65 a share, Mr. Dell, who is contributing his stake of more than 14 percent in the company plus hundreds of millions more, would end up with more than 50 percent of the new company’s equity, Mr. Sacconaghi estimated. Mr. Dell, who declined to comment for this article, would control the company without being subject to the day-to-day pressures of the stock market, which has pummeled Dell shares because its earnings have weakened.

While Dell reports that 50 percent of its revenue is directly related to PCs, Mr. Wu says the figure is 70 to 80 percent when indirect revenue, like that for computer monitors, printers and services, is included. “The company has made big investments in other areas, but it’s still mainly a PC company,” he said.

That’s a big problem for several reasons. Once considered the low-cost provider in the field, Dell now faces lean Asian competitors like Lenovo, Asus and Acer that make PCs more cheaply and accept lower profit margins. Yet these companies, particularly Lenovo, have also garnered praise for making excellent computers, not merely well-priced ones. At the same time, Dell’s vaunted reputation for quality and service has waned.

Lenovo, which makes the ThinkPad line of notebook computers formerly sold by I.B.M., “has been picking up corporate customers from Dell,” Mr. Wu said.

THEN there is a deeper issue: the entire PC industry is stagnant at best. Worldwide PC shipments declined 4.9 percent in the fourth quarter, versus the year-earlier period, according to Gartner, a market research firm. Consumer preferences are shifting. With the ubiquity of smartphones and tablets — segments where Dell is absent or very weak — consumers aren’t replacing PCs as often.

“We don’t expect people to abandon PCs, but they won’t rely on them as much in the future,” said Mikako Kitagawa, a Gartner analyst. Dell’s share of this no-growth market has been shrinking, to 10.2 percent worldwide in the fourth quarter of 2012, from 12.2 percent the previous year, Gartner said.

Facing such headwinds, Mr. Sacconaghi said, Dell hopes to “hold PC profits flat or, worst case, down 5 percent a year, while they grow the rest of the business to more than offset that.” But the market is skeptical. Dell’s shares fell 30 percent in the 12 months before Jan. 14, when reports of an imminent buyout appeared.

The leveraged buyout will layer $15 billion of new debt on the company. Microsoft, with which Dell has had close ties, is providing $2 billion. Because interest rates are extraordinarily low, servicing all that debt should be manageable, assuming that Dell maintains its current cash flow, Mr. Sacconaghi said.

It’s not clear how much the debt load will constrain Dell’s investments in research and development. Josh Lerner, a Harvard Business School professor, said a study for which he was a co-author found that after leveraged buyouts, most companies maintained their ability to innovate, largely by focusing research in “their core competencies.”

In other words, he said, “Dell might be able to prosper after a buyout; it would depend on how Michael Dell manages the company.”

Is the price being offered for the company fair? It’s often unwise to bet against company insiders, especially founders like Mr. Dell, who may be presumed to know their companies’ value better than outside investors.

Consider John W. Kluge, who took Metromedia private in 1984 in a $1.1 billion leveraged buyout. Mr. Kluge, Metromedia’s founder, promptly liquidated it, selling television stations (to Rupert Murdoch) and sundry assets like the Harlem Globetrotters and the Ice Capades. In the end, Mr. Kluge tripled his take — to the chagrin of many former shareholders.

Mr. Kluge, who died in 2010, wasn’t interested in preserving his company or revolutionizing an industry, however. He merely wanted to make money. “When we buy an asset, we look at it as a return on the investment,” he said in 1980.

For Mr. Dell, whose name is on the door, other factors may be in play. “Another chapter is still to be written,” Mr. Bresnahan said. Money will be part of it. So will the Dell legacy.

Article source: http://www.nytimes.com/2013/02/10/your-money/at-dell-a-gamble-on-a-legacy.html?partner=rss&emc=rss

The deal was considered so bad, and such an object lesson for a generation of deal makers and corporate executives, that it seemed likely never to be repeated, rivaled or surpassed.

Until now.

Hewlett-Packard’s acquisition last year of the British software maker Autonomy for $11.1 billion “may be worse than Time Warner,” Toni Sacconaghi, the respected technology analyst at Sanford C. Bernstein, told me, a view that was echoed this week by several H.P. analysts, rivals and disgruntled investors.

Last week, H.P. stunned investors still reeling from more than a year of management upheavals, corporate blunders and disappointing earnings when it said it was writing down $8.8 billion of its acquisition of Autonomy, in effect admitting that it had overpaid by an astonishing 79 percent.

And it attributed more than $5 billion of the write-off to what it called a “willful effort on behalf of certain former Autonomy employees to inflate the underlying financial metrics of the company in order to mislead investors and potential buyers,” adding, “These misrepresentations and lack of disclosure severely impacted H.P. management’s ability to fairly value Autonomy at the time of the deal.”

H.P. has declined to document the basis for its charges, saying it has turned the results of its internal investigation over to the Securities and Exchange Commission and Britain’s Serious Fraud Office “for civil and criminal investigation.” In an unusually aggressive public relations counterattack, Autonomy’s founder, Michael Lynch, a Cambridge-educated Ph.D., has denied the charges and accused Hewlett-Packard of mismanaging the acquisition. H.P. asked Mr. Lynch to step aside last May after Autonomy’s results fell far short of expectations.

But others say the issue of fraud, while it may offer a face-saving excuse for at least some of H.P.’s huge write-down, shouldn’t obscure the fact the deal was wildly overpriced from the outset, that at least some people at Hewlett-Packard recognized that, and that H.P.’s chairman, Ray Lane, and the board that approved the deal should be held accountable.

A Hewlett-Packard spokesman said in a statement: “H.P.’s board of directors, like H.P. management and deal team, had no reason to believe that Autonomy’s audited financial statements were inaccurate and that its financial performance was materially overstated. It goes without saying that they are disappointed that much of the information they relied upon appears to have been manipulated or inaccurate.”

It’s true that H.P. directors and management can’t be blamed for a fraud that eluded teams of bankers and accountants, if that’s what it turns out to be. But the huge write-down and the disappointing results at Autonomy, combined with other missteps, have contributed to the widespread perception that H.P., once one of the country’s most admired companies, has lost its way.

Hewlett-Packard announced the acquisition of Autonomy, which focuses on so-called intelligent search and data analysis, on Aug. 18, 2011, along with its decision to abandon its tablet computer and consider getting out of the personal computer business. H.P. didn’t stress the price — $11.1 billion, or an eye-popping multiple of 12.6 times Autonomy’s 2010 revenue — but focused on Autonomy’s potential to transform H.P. from a low-margin producer of printers, PCs and other hardware into a high-margin, cutting-edge software company. “Together with Autonomy we plan to reinvent how both structured and unstructured data is processed, analyzed, optimized, automated and protected,” Léo Apotheker, H.P.’s chief executive at the time, proclaimed.

Autonomy had already been shopped by investment bankers by the time H.P. took the bait. The pitch book was prepared by Qatalyst Partners, founded by Frank Quattrone, the Silicon Valley investment banker whose 2004 conviction on witness tampering and obstruction of justice was reversed on appeal. Qatalyst projected double-digit revenue and earnings growth in both 2011 and 2012, and suggested a visionary future of great opportunities: “The secular migration towards unstructured data has created a large and meaningful addressable opportunity in managing, regulating and monetizing the use of information.”

Article source: http://www.nytimes.com/2012/12/01/business/hps-autonomy-blunder-might-be-one-for-the-record-books.html?partner=rss&emc=rss

Strategies: At Dell, a Gamble on a Legacy

Common Sense: H.P.’s Autonomy Blunder Might Be One for the Record Books

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