What did Avago pay for?

I am certainly not a finance professional, nor do I have any personal or economic interest in talking the Avago-Broadcom merger up or down. When that is said, I am very interested in understanding the mechanics of semiconductor mergers. They have become the preferred way of growing in the semiconductor industry, but nobody knows if they create value for other stakeholders than the two management teams that get rewarded handsomely. Companies become larger than the were, but that is not the same as becoming better than they were. Size does not equal value for every stakeholder. 

M&A is the only game where the loser gets paid more than the winner

The only public information about a merger or acquisition is positive and talks about the upsides of the companies joining forces. Information about potential risks or losses is incomplete or omitted. If you ever have been part of a merger team, you will know how bloody and messy things can be on the inside at the same time as corporate communications send soothing music to the markets. 

When M&A becomes your main growth engine you have your back to your customers.

Most people in the industry seems to assume that the finance team have done the math and approved the merger from a financial perspective. It is safe to assume that there has been plenty analysis before signing the deal. Much more interesting is it to identify what the analysis is based upon. In the Due Diligence process, the buying entity is allowed to review all financial material, and everything else deemed material from the selling entity.

It is also safe to assume that the selling entity will make sure they get a good deal or they will have to answer to rebel investors and potential lawsuits. It is much more difficult for shareholders of the buying entity to understand if they are getting a good deal or not.

Where lawsuits from shareholders of the selling entity in an acquisition are quite common, you rarely see lawsuits from shareholders of the buying entity.

To buy a good company, you are likely to have to pay more than its is worth in the market. The deal can be attractive if the acquired company can be made worth more by joining the buying company than it could alone. Synergies can be created by expanding the offerings to customers or by lowering costs by economies of scales. The problem with synergies is that they are based on assumptions and expectations of the future and have a lot of risks associated.

The merger balance sheet.

A way of getting additional information about a merger is to take a look at the merger balance sheet. This information alone is not sufficient to establish if the merger makes sense or not, but it can be used to highlight issues and risks associated with the acquisition. The merger balance sheet is what entering the buying company's balance sheet in return for the purchase price creating a new balance. You can see what you paid for.

For a mega merger like Avago-Broadcom we are talking big numbers - we are certainly in the closed area of the casino - and as Avago was the smallest company the merger is going to change the balance sheet dramatically.

 

avago-balance-sheet

All figures are from AVGO balance sheet and in B$ 

Price of acquisition

The first element of the merger balance sheet is the acquisition price, in this case, shown less cash. You can view the transaction to include the acquired company's cash or exclude it as you immediately use the money to fund the transaction.

Working capital

The working capital involves the net value of all the assets that are in the cash cycle of the acquired company. This includes account receivables, account payables, and inventories. Also, assets held for sale and the short-term impact of debt is included. Working capital is a tangible asset, it has a very clear monetary value.

Property, Plant and Equipment

This asset group is also tangible. It is a group of physical assets with very clear accounting rules for establishing value. As Broadcom's business model was fabless, it is not surprising that this asset group is relatively modest in size.

Intangible assets

The next two asset groups are non-physical and much more complex to evaluate. The part that is possible to identify and assign a value to is called intangible assets. As can be seen from the chart, this includes trade names, customer backlog and contracts and technology plus in development technology. Although there are rules for how to establish the value, there is a lot of interpretation possible. The last and maybe most interesting element of the balance sheet is Goodwill. It represents the intangible value of unidentifiable assets. Goodwill also represents the price the buying company is willing to pay for above and beyond what can be specified in the balance sheet. The long-term liability element is predominantly deferred tax as a result of the write-up of Broadcom's assets.

So what?

When seeing the deal as expressed in its balance sheet components, it becomes clear that a semiconductor merger involves a lot of estimations, assumptions and expectations. In short, there is plenty of risks involved as well. Even thought M&A is the preferred growth strategy in the Semiconductor industry presently, it also represents a danger to the companies involved. Synergies will be harder to unlock as manufacturing costs are equalised and the market dominated by fewer larger companies with wider product portfolios. During the merger, companies need to reassign a lot of their people away from operations and into integration related activity. Companies risk forgetting the customer in this phase.

 

Engagement Group is helping semiconductor and other hi-tech companies grow organically through social networks. We create new revenue from new customers.

We make your organisation ready for the social network tsunami. You need to understand the social principles to survive and surf the wave.
We transform your sales people from sellers to buying consultants attracting new customers and new orders.
We transform your advertising to content valued by the customer, at a fraction of the advertising cost.
Social Selling is so good it is irresponsible not to use it.
Visit Engagement Group for more information or contact Claus Aasholm

Join our weekly Semiconductor Business Insights mailing list here.

 

The buying hierarchy has been displaced by the buying networks

Pre-social selling methodologies operate with a model of the buying committee that mirrors the hierarchical structure of the buying organisation. The salesperson's job is to get to the decision maker in the top of the pyramid and convince this very important top officer to buy. Even though you also need to tick the boxes of the other participants in the buying hierarchy, this person calls the shots.

Unfortunately, the business world is not becoming simpler and nor is selling. In order to stay relevant salespeople need to rise above just being order takers. They need to become consultants that are able to create value for the buying organisation. In order to do so, the sales consultant has to understand the buying organisation in detail to be able to influence change.

Selling requires changing the buying organisation. If you are not changing it, then you are just taking orders.

 

The meteoric rise of social media has demonstrated that the world is not powered by hierarchies and nor are organisations. That certainly does not mean that hierarchies are irrelevant. They play an important role in any business.

The operational hierarchy and the creation network.

You don't need to spend many seconds in an organisation to identify the operational hierarchy. Employees and managers busy with processes, outcomes, KPI's and efficiencies. The machine room is important to the health of the company. It is, however, important to understand that this hierarchy with is very clear goals are not the best structure for creating new ideas, products, business models or strategies. They are far too busy with today to worry about tomorrow.

The operational hierachy fight change like the body fights an infection.

Senior managers are very aware of this and create separate groups of people to handle the creation of the future. These groups of people are pulled completely or partly out of the hierarchy to participate. This might be temporary project groups or more formal committees working across the organisation. This creation network holds the keys to the company's future and does not figure on any organisation charts. 

 

Order takers work the operational hierarchy, consultants work the creation network.

The individuals in the creation network are not chosen for their operational qualities. They are chosen for their creativity, expertise and the networks they are part of. They will typically be quite visible on LinkedIn as their orientation is outwards and towards the future. It is important for consultants to identify the changemakers of the organisation they want to create value for.

The changemakers of an organisation don't hold hierarchical power, they hold network power and as such are very important to the CEO. Whenever the organisation is in trouble they become very visible as the glue that holds the organisation together until the next steady state can be reached. They are masters at operating the 4 different but interconnecting networks that operate independently from the hierarchy in all organisations:

 

4-social-networks-01

The Trust network

Before being allowed to operate inside the customer's organisation a consultant needs to gain a level of trust. The trust network is very different from the other networks as it is not solely a professional network. People trust their spouse and family more than they do any expert, they trust a friend more than any salesperson. The trust network is of particular importance early in a professional relationship before the consultant has been able to prove her worth. Each of the members of the buying committee is in a trust network but also have their very personal trust networks that reach far beyond the borders of the buying company. This is a great entry point for a consultant.  To enter a person's trust network, you will need to get an endorsement from a member of the network. Social media makes this a lot easier than before.

  1. Family
  2. Friends
  3. Former Classmates
  4. Colleagues
  5. Organisation or clubs
  6. Competitors

 

The Expert network

As a consultant is interested in changing the customer, it is important to be connected to the expert network. This is where new products, solutions and business models are defined. For companies in the tech industry, this is mainly an engineering community. It is important to identify other experts also. Finance, legal and marketing experts carry decision weight and have a lot of veto power. To enter the network you do not necessarily have to be an expert in all disciplines but you have to have identified fields in which you excel. You will also be attractive to the expert network if you have access to valuable expert resource from your own organisation. 

 

The Power network

As most consultants have realised, just because the expert network is working on something does not mean it makes it to production. Every project has to pass several gates before it gets the green light and it can be stopped at any point in time by people in the power network. The power network is consisting of two main areas: Signature power and veto power. Signature power is held by high ranking people in the buying organisations that control budgets and can allocate resources. The veto power is held by staff functions like finance, legal, quality and reputational departments. Consultants will benefit from being well connected to the power network and understand the roadblocks for the changes that the consultant is bringing.

 

The Action network

The action network is tasked with executing the project or the decision. They might sound like a group without influences that only follow orders but it is important to be part of this network. Even if the decision has been made by people in power, the action network can decide that it is not possible to implement. They can also decide to fake participation and wait until the project slowly disappears again. Being well tapped into the action network will help move important projects through the maze.

As a sales consultant, it is vital to understand these networks and identify the key players. While order takers are busy hunting orders at the purchaser's desk, sales consultants are busy working with changemakers to define future order streams.

 

Engagement Group is helping semiconductor and other hi-tech companies grow organically through social networks. We create new revenue from new customers.

We make your organisation ready for the social network tsunami. You need to understand the social principles to survive and surf the wave.
We transform your sales people from sellers to buying consultants attracting new customers and new orders.
We transform your advertising to content valued by the customer, at a fraction of the advertising cost.
Social Selling is so good it is irresponsible not to use it.
Visit Engagement Group for more information or contact Claus Aasholm

Join our weekly Semiconductor Business Insights mailing list here.

 

 

If your company plans to launch an app, read this first.

Most intelligent products have traditionally had their own controls and interface for the customer to use. We all know that buttons and small LED displays don’t necessarily create the best user experience – just try and change the clock on your stove without the manual. With the introduction of low-cost connectivity to the internet, it has been possible to remove most of the interface electronics from products and allow it to be controlled from the suppliers homepage instead. The rapid slide from desktop based internet to mobile has made most homepages too cumbersome, even when using responsive design, for device control. Many companies have realised this and are creating apps to control their devices instead. While apps works well on a mobile device, it is becoming quite obvious that users don’t really download many apps and use even fewer. Over the last 5 years, the top 10 apps have not really changed – dominated by the large US tech companies.

A future is now visible were an app is not the best approach to device control or service interface. It will be important to move developments from apps to bots that can operate inside the framework of the top app owners. Facebook and similar companies are releasing tools that will help companies to integrate their products and services into their infrastructure. At the same time, companies need to explore how they can operate using a digital assistant like M and Siri rather than their own app.

Sales insight: Your customers are experts in their own business and market but rarely do they scan the innovation horizon of other industries. They look at what their competitor is doing rather than what is going to happen in the customer’s world. They might even ask their customers what they want – the problem being that customer’s often don’t know what they want next. No customer asked Apple for an iPhone before it was launched. To be successful in consultative selling you need to know more than your customer. You will need to understand your customers business model and strategy but more importantly, you will need to understand what is developing in the world that can affect your customer and the customer’s business model. To sell, you need to be invited in before the buying decisions are made. The best way of being invited is to demonstrate that you have valuable insights about the future of the customers business. In this case, the customer might not think that their business model will depend on Facebook in the future – they might be wrong.

Read the full article in Wired: Facebook Believes Messenger Will Anchor a Post-App Internet

What if your IP is made worthless?

In the old world of competition, companies were trying to protect their intellectual product property through secrecy and patents. The IP made it possible for companies to charge their customer more for their product than their less innovative competitors. Although the competitive and product-centric business models still dominate the world there are new business models introduced that destroy the product logic of the past. Facebook does not have a product-centric business model and as such is threatening many companies. Facebook is interested in everything that creates content and that lower the cost of creating or sharing content. They have already released open source ethernet switch designs to stimulate more competition and lower costs for their server farms. Now the time has come for them to do the same with 360-degree cameras. In the process, they are destroying the business models companies trying to serve this market with their product-centric and IP base business models.

Sales Insight: Customers that have a product-centric business model can be attacked by companies with more innovative business models. How will your customer compete if there is no IP advantage? How will your customer compete with free? Move the sales conversation from features to business models and you will move your role from salesperson to consultant. You will still need to find a way to connect your offering to the potential new business model of the customer, but it starts with a different kind of conversation. A conversation that explores rather than manipulates.

Read the full article in Wired: How Will Zuckerberg Rule the World? By Giving Facebook’s Tech Away

The day after the smartphone

We have become so used to our beloved smartphone that we cannot imagine a life without it. Predicting its death might be premature, but a day will come when the smartphone will be obsolete. The large tech companies are very aware of this fact and are working hard on what is next. A few technologies are potential replacements. By far the biggest threat is the rise of the automated assistants from Apple, Google, Facebook, Amazon and a few others. The living room has already quietly been entered by Apple. Once the power of the AppleTV has been fully released, you will be able to talk to SIRI in your living room

Mature Insights: Companies that create products or services that are dependent on buttons, screens, terminals and similar will be outmaneuvered by companies that use the smartphone as their interface.

Developing Insights: Companies that already have migrated to the smartphone via internet connectivity and apps need to think about how their products can be operated by SIRI and similar assistants. They also need to consider if they can give feedback to the customer in other forms than displays or even make decisions without involving the customer.

Read more in this article from Business Insider
THE GLOBAL SMARTPHONE REPORT: The forces behind the global deceleration in smartphone sales

Will you “like” the facebook car?

The car industry is facing interesting times and the large dinosaurs are starting to realise this. Mary Barra of General Motors is now openly talking about the need for the industry giant to disrupt their own business model.

No doubt the rise of industry rebel Tesla has rattled the dinosaur cages with their very different business model:

  • Year after year they have been voted the most innovative company by their automotive competitors despite their relatively small R&D budget.
  • They have not outsourced their value chain as the rest of the industry
  • They own their very different sales and distribution model.
  • Their cars are platforms that can be upgraded with software rather than recalled.
  • Their core technology is about energy storage - not cars.
  • They are willing to experiment with self-drive despite the warnings from corporate lawyers.

Most car manufacturers are not ignoring Tesla anymore, although they still wonder how a small company like that could be allowed to change the entire industry.

Tesla is however just the start of the monumental battle that the car manufacturers are facing and they share the same fundamental assumptions that the mature companies base their strategy on.

Competing with Tesla might be known as the "good old days" in automotive
The new competition from Google and Apple is likely to be of a very different kind, completely alien to the industry in a number of ways. They might challenge some very basic assumption of the industry - that it is about moving people from A to B and that you want to own a car.

From owners to users?

In most of their activity, Google distinguishes between users and customers and they are likely to include this thinking in their automotive business model. You might not need to own the Google car - it might even be free to use like most of Google's products. It might be paid for by somebody else - somebody that wants to sell stuff to you.

What if it is not about moving people from A to B anymore?
This could transform the industry from transportation to media delivery and ownership of the consumers time while being transported. This is likely why Apple is so interested in getting into automotive: They want to get Siri into the car to be able to influence the user while being transported. The car could be their 4th ecosystem - their 4th starfish business model.

It looks like the car is becoming part of the battle of search - the battle of the first manipulation of the user. Google already knows that browser-based search is coming to an end and that the automated assistants will take over. Their battle is not just with Apple. Amazon prime is now the starting point for over 20% of all search and Facebook has recently introduced "M", their new assistant.

 

amznfbcar

Will you "like" the facebook car?

This could mean that we eventually are going to be introduced to the Facebook Car and maybe the 2nd Amazon Car (Volvo made the first).

 

Apple is conquering the world with starfish

Why is Apple obsessed with starfish and what does starfish has to do with world domination? The answer cannot be found in traditional business models.

The end of Growth for Apple?

Financial analysts and other experts have year after year predicted Apple’s downfall by looking in the rear view mirror. It is not seen possible for Apple to grow in the market they are in, as they are already dominant. Eventually, the experts will be right – no company lives forever. Before burying Apple it is worth understanding a key element of their strategy:

Starfish Model

The starfish business model:

Some of the most successful companies of the current age do not create or own their own products or services. Uber does not own taxi’s, AirBNB doesn't have hotel rooms, Facebook does not create content and Alibaba does not have inventory. These new companies are connectors rather than asset owners. They connect suppliers with users and customers in creative ways that prey on old markets and business models based on manufacturing, asset ownership and competition.

Starfish activity

Companies using the starfish business model can compete if the want to but the primary objective is to connect. Connect users with suppliers, customers with advertisers and connect the starfish to other starfish. Sometimes connecting means competing, other times it means collaborating, killing, cannibalising or whatever is needed to create more connections. Starfish business models hav the potential for exponential growth as the deploying company is not limited by its capability to create or manufacture new products. Where traditional asset owning companies are looking for double-digit growth a year, starfish business models can deliver double-digit growth a week

Exponential growth requires a starfish business model

The first starfish – Apple reborn

When Jobs came back to Apple in 1996, they were in poor shape. Having been run as a traditional company for a few years, they had starved of much of what made them great. Jobs together with John Ive created the new iMac product line that gave them much needed profit to save the company.

In 2001 the Ipod was launched into an already crowded MP3 player market. Although a beautifully designed product with great user experience, nobody saw this as the beginning of world domination for Apple. In 2003 Apple launched their first attempt at world domination, their first starfish business model:

The Itunes store.

Selling individual tunes for 0.99$ it completely redefined the music industry by connecting artist with users bypassing the expensive middle-men. Although a relatively simple model, it gave Apple a formidable weapon: Users that were willing to give Apple their credit card number. Later it expanded to other media types. The total number of credit cards is now approaching 1B leaving everybody else in the dirt. This was the foundation for what was to come.

Apple credit cards

The second starfish – The first universal platform

In 2007, the iPhone was unleashed on an unsuspecting cellphone industry. Although innovative in design, it did not introduce anything that Nokia and colleagues would not have been able to deploy themselves. A massive hit, the Apple sold 1 million "Jesus phones" in 74 days. The cellphone industry saw this as a fashion for a few people. They did not fear Apple's entrance as they knew how to make better connections, better sound and better battery life. The industry was not destroyed by the iPhone, however – it was destroyed by the app store:

The Itunes store

Selling individual tunes for 0.99$ it completely redefined the music industry by connecting artists with users bypassing the expensive middle-men. Although a relatively simple model, it gave Apple a formidable weapon: Users that were willing to give Apple their credit card number. Later it expanded to other media types. The total number of credit cards is now approaching 1B leaving everybody else in the dirt. This was the foundation for what was to come.

 

Available_on_the_App_Store_(black)

The Appstore

The App Store converted your phone to a platform. It was now a computer system in your pocket where you could buy and execute programs without visiting a store and Apple already had your customer details and your credit card number. The apps themselves were small starfish business models. They could connect users to suppliers in an easy way and allowed for business models based on advertising and search. As everybody now knows, the growth has been explosive and the platforms has developed tremendously since then, destroying other industries.

The Apple iPhone and later the iPad is what have brought Apple to where they are today: The most profitable company in the world, dominating the markets they are in, with nowhere to go. This is where Steve Jobs would say:

Just one more thing: The 3rd Starfish

The 3rd starfish

Without too much fanfare the new Apple TV has been launched. Critics says it isn’t new nor is it very impressive. What most are missing is that the new Apple TV is just a kid – not a grownup yet. It is also the foundation for the third starfish business model that potentially can dominate not only the TV but also the entire movie and media industry. Soon we will not need fancy smart TV’s from Samsung – just a simple basic flat screen will do. We will not need to buy expensive cable subscriptions anymore as we can buy programs individually. We have invited Siri into our living room so we don't need Google anymore.

Apple has unleashed their death star on Google: Siri

The age of Siri

Born out of SRI International, a non-profit organisation founded in 2008 to create a new way to interact with your cell phone. By 2010 SRI was part of Apple and Siri was integrated into iPhone 4S. Obsessed with the user experience, Steve Jobs wanted SRI to permeate Apple, not the other way around, tells Adam Cheyer, one of the founders of SRI.

Siri is the battle of the future. When the iPhone is gone, Siri will still be here. When hardware is invisible - we can still talk to Siri. Apple keep acquiring companies in this field: Machine learning, Augmented reality and speech recognition are focus technologies.

Getting Siri into the living room is a major threat to Google. Apple has already stated that Siri will not favour Apple content over others. That does not mean that Siri will not favour advertisers or other companies buying influence. What restaurant will Siri recommend? What product?

The 4th starfish – The car

With Siri in our living room, we see the glimpse of the 4th starfish. Rumors about the Apple car has the entire car industry running around telling us Apple will never be able to win. They do not have the knowledge or the manufacturing capacity to compete in the car industry. Maybe they are right – maybe Apple don’t want to dominate the car industry. Maybe they just want an extra passenger in your car: Siri.

Siri is already on you computer, in your phone and in your home. When Siri takes a seat in your, car Apple will control a significant proportion of the global search and the associated revenue. The interesting question will be how to advertise on an automated assistant? How do you motivate a robot to promote your products?

Apple is still a starfish or two away from extinction

Follow my articles on innovation here

Create a frame of truth with your employees.

Undeserved praise is damaging – both for the company and the employee. On the other hand, nobody has ever become better by being told they were bad. It is your job as a leader to create a safe frame for open and honest feedback in the spirit of learning and improving. Don’t judge your people or categorise them. Be curiuos and explore their unused talents. Don’t worry about what they are, only on what they can become.

Fear of knowledge

One of Freud’s most important findings was that humans have a subconscious fear of knowing their true self as this can attack the ego. At the same time, it is very important for people to understand themselves. This is another paradox of the psyche.

Worms and Gods. Maslow’s paradox

We carry both the potential for greatness and the fear of greatness in us. This paradox is what keeps us from growth, meaning and happiness. Even though you don’t think about it consciously, it registers subconsciously. You will feel unfulfilled and empty until you start growing towards your potential

The Victim Owner Choice


Owner Thumb

How you engage with problems and challenges will determine if your behaviour is victimised. Victim behaviour is a choice – a choice with dire consequences. Victims end up as unhappy, unfulfilled people that doesn’t grow. Choose to be an owner and start your journey towards growth, meaning and happiness.

The Engagement Scale

Spiritual nologo

How you Engage with work is often how you Engage with life. Use this scale to identify your relationship with your work or your life. The higher you engage the more you will fell fulfilled and happy – the choice is yours.