merger talks off between Intel (INTC) and Altera (ALTR)

CNBC is reporting that INTC has broken off takeover talks with ALTR .  ALTR has supposedly rejected an offer of $50+ per share.

If ALTR’s value were not in its software engineers, that is, intellectual property that drives out of the parking lot every evening, we’d expect that the situation would develop along two parallel lines:

1.  figuring (correctly, in my view) that shareholders who are not part of ALTR’s top management would jump at the chance to sell their stock to INTC for $50, INTC might consider a hostile bid (that is, one not endorsed by ALTR’s CEO), and

2.  ALTR would decline on the news, but remain above its new-leak level as Wall Street would expect, at worst, another suitor to emerge sooner or later.

 

I don’t think the first will happen in this case.  INTC doesn’t want buildings, land and equipment.  It wants researchers–who might either decamp to work for competitors or even form their own independent software firm if they felt they were being forced against their wills to work for INTC.   Management likely wouldn’t stand in anyone’s way.  Therefore, making a hostile bid risks ending up with an empty shell.

On the other hand, I don’t expect another suitor.  It seems to me that INTC is uniquely able to use ALTR’s intellectual property to create new value  …and I found myself struggling to justify a bid price, even with INTC as the buyer, over $40 a share.

 

Still, ALTR may not simply drop back to the mid-$30 range.

If we assume that INTC knows what it’s doing, then it thinks that an INTC/ALTR partnership would have transformative value that would make ALTR worth something like double the pre-bid market price (otherwise, why bid $50+? …the other alternative, which I’ve ruled out in the first clause of this paragraph, is that INTC is either foolish or desperate).

INTC sought to capture most of the upside by buying ALTR.  That hasn’t worked.  Presumably, when emotions clear and heads cool, INTC will try to work out a different arrangement (joint venture?) in which ALTR will retain its independence and take a larger amount of any upside for itself.

If this is correct, a big selloff in ALTR over the coming weeks might offer an interesting opportunity to buy.

 

Intel (INTC) and Altera (ALTR): the numbers

Let’s look at ALTR before word leaked to Wall Street that INTC was considering buying the firm.

the basics

ALTR was trading at about $35 a share, with earnings of, say, $1.75 a share in prospect for 2015   …in other words at about a 20x multiple.  The long-term growth rate of eps is probably in the low teens.   The market cap was $10.5 billion or so.

ALTR is one of two firms that together dominate the highly specialized market for programmable logic devices–a relatively stable, by technology standards at any rate, area.

20x for 10%-12% earnings growth doesn’t sent me running to the computer to place a buy order.

where the value is

small stuff

ALTR had $1.6 billion in net cash on the balance sheet at the end of 2014–that after spending $655 million buying back stock last year.

Yearly SG&A is running at about $300 million.  Let’s say INTC could eliminate half of this by substituting its own corporate infrastructure.  That would be enough to boost eps by 25%, so we’re looking at a 16 multiple on current earnings, which would be more reasonable.

the big attraction–intellectual property

The main source of value for INTC is the company’s accumulated knowledge, experience and computer code for creating and operating PLDs. How do we measure that?

The simplest, and only straightforward, thing to do is to add up R&D expenditures over, say, the past decade and see what that totals.  This will be an understatement, of the value of ALTR’s intellectual property because:

–there will always be some R&D related expenditure elsewhere on the income statement,

–duplicating the firm’s accumulated knowledge means spending in today’s and tomorrow’s dollars–not yesterday’s.  The former is always more expensive, and

–we won’t capture stock based compensation.

measuring

1. For ALTR, the 10-year total R&D  is $3 billion.  Arbitrarily add $500 million for stock based compensation.  Add in the net cash.  We get a total of $5 billion in “asset value.”  That doesn’t stack up well with ALTR’s pre-leak market cap.

2. Another approach.  Current R&D expenditure is running over $400 million a year.  Let’s say it would take ten years of spending at the current rate to duplicate ALTR’s intellectual property.  That gets us to $6 billion in “asset value.”

3. Let’s consider the future earnings stream (this is arguably just dart throwing).  Ignoring SG&A synergies, and with 300 million shares outstanding, $1.75 a share in eps translates into net income of $525 million.  Let’s say earnings in eight years are double that, or $1.05 billion.  If earnings progress in a linear fashion (another incredible simplification–but, hey, this is what securities analysts do), then the total earnings over the next eight years will be just over $6 billion.  (Why eight years?  My experience in analyzing corporate behavior in takeovers is that eight years is the outer limit of future earnings that companies are willing to pay for in an acquisition.)

 

Okay, we’ve got one figure, #1, that’s too low and another, #3, that’s too high- (and a giant leap of faith).  Let’s add them together!

They total $11 billion.

Ta da!

That gets us to around the market cap of ALTR before the leak.  To be clear, I’m not willing to defend to the death anything I’ve written so far.  But Wall Street had to be tacitly thinking something like this for the price of ALTR to be at $35.

the leak   …and a dilemma

Look back at #2 above.  For INTC, the alternative to acquiring ALTR is doing #2.  This would be expensive.  More important, it would be time-consuming–time that INTC probably doesn’t have.  And there’s the risk that its effort wouldn’t be successful.

Therefore, the value of ALTR is higher to INTC than to you or me.  INTC is probably also figuring that it can expand the ALTR business dramatically over the coming years by stuffing every one of its servers full of ALTR chips.  Therefore, $10 billion price leaves room for the acquisition to be accretive to earnings in a few years.  Also, SG&A synergies.

On the other hand, any of us with a loose $10+ billion will probably find a lot of things we’d rather do than plunk it all down to buy ALTR.  For us, $35 a share is a pretty rich price.

this brings us to the leak…

Both sides can make up numbers as well as I can.

Both know there are no other suitors.

Both know that INTC really wants ALTR.

Hence, the leak, which I would bet came from bankers representing ALTR.  The idea is–let the market bid up the price/decide what the price should be.

I’m not sure whether the leak makes the situation better or worse.  My guess is that a deal gets done somewhere between $35 and $40.

 

 

 

 

 

Intel (INTC0 and Altera (ALTR): implications

What can we conclude from INTC’s interest in acquiring ALTR?

–when I became interested in INTC as a stock a couple of years ago, it seemed to me that the firm could be viewed as having two businesses–a high-growth one selling servers and a low-growth, cash cow one selling chips for PCs.   At the time, I thought the server business alone more than justified the then stock price, and that the PC business was mainly important for its contribution to overhead and its free cash flow generation.  A desire to acquire ALTR seems to confirm that this is also INTC management’s view.

–good companies periodically reinvent themselves.  After a period of stagnation, this appears to be what INTC is doing

–the threat of low power servers run by ARM chips is serious

–my guess is that a bid will take the form of all or mostly INTC stock.  An all or largely cash offer would imply either that INTC thinks its shares are deeply undervalued, that debt financing is too ridiculously cheap to pass up, or that long-suffering ALTR shareholders want  to declare investment victory and move on.

–an INTC-ALTR merger spells trouble for Xilinx (XLNX), the main competitor to ALTR

–the main source of value in ALTR is its software.  Assessing that, thorough accumulated R&D spending, is the key.

Numbers tomorrow.

Intel (INTC) and Altera (ALTR)

Late last Friday afternoon a rumor reached Wall Street that INTC is in talks to acquire ALTR, causing a sharp rally in ALTR shares and a modest one in INTC’s.  In hindsight, INTC appears to have been headed down this path for a couple of years, as a prescient article in the Electronic Engineering Journal (titled “When Intel Buys Altera”) pointed out last June.

Why a deal is potentially crucial for INTC:

1.  what ALTR does:  The company is one of the two dominant makers of Field Programmable Gate Arrays (FPGAs)–the other is Xilinx.   FPGAs are logic devices.  What makes them unusual is that they contain software that can be updated, revised or reprogrammed after the servers or telecom equipment (the two big markets for FPGAs) they’re in have already been built and installed.  The traditional upside of FPGAs is that they allow customized equipment to be put into the field and fine-tuned quickly.  Their downside is they’re more expensive than the pure-hardware alternative, ASICs (application-specific integrated circuits).

2.  INTC and Moore’s Law:  A factory to make current-generation INTC chips costs about $3 billion – $4 billion.  A next-generation factory, using much different equipment, will cost maybe $14 billion.  Samsung has already said it will build one; INTC says it’s too risky to build one by itself.  How, then, does INTC retain its technology/speed advantage over rival chipmakers?

3.  an INTC chip + a FPGA:  as reported in the EE Journal, INTC says linking an INTC microprocessor with a FPGA in a server can boost performance by 10x.  Bind the interface between the two closely enough can double performance again.

In other words, INTC + ALTR = huge step forward in chip performance.

why a merger and not a joint venture?

To my mind, the risk to both parties is too high for a joint venture.  INTC would have its lucrative server business in jeopardy if it committed to the FPGA route and the parties ever parted.  ALTR would have to devote a lot of resources to making its programming tools easier to use, potentially diverting attention from its telecoms customers.

More tomorrow.

 

 

3Q14 for Intel (INTC): keeping the faith …or not

INTC reported 3Q14 results after the close on Tuesday.  Earnings per share came in at $.66, which beat the brokerage house analyst consensus by $.02.  The company’s guidance for 4Q14 exceeded analysts’ expectations as well.

The stock gained about 3% in the aftermarket   …but plunged at the open yesterday.

There are two main points at issue, as I see it:

oversupply?

1.  Some analysts think INTC’s outlook is too bullish.

a. Last Thursday, Microchip Technology (MCHP), a maker of a broad range of commodity semiconductors, warned that its 3Q14 would be weaker than it had previously thought.  The reason:  weakness in China in September.  The company also predicted that a general semiconductor industry downturn is now beginning.

MCHP is saying,  in effect, that it is in much better touch with end users of its products than most other semiconductor firms, including INTC.  It records revenue only when an end-user buys a chip from a distributor–not when the chip leaves the factory, which is the common industry practice.  It believes others will soon figure out they have much too much inventory floating around in their distribution systems (already booked as revenue) and will be forced to cut back production to bring them back into line with demand.  If so, MCHP is sort of like the canary in the coal mine for chipmakers.

b.  INTC recorded healthy growth in its PC business.  Third-party research services like IDC say demand was basically flat.  Is INTC inadvertently stuffing the channel?

INTC’s response to this worry is:

–it’s a specialized maker of microprocessors

–corporate demand is strong, partly because Microsoft (MSFT) has stopped supporting Windows XP, but also because corporations are beginning to replace the now-decrepit PCs they’ve been duct taping back together for a decade.  This trend will last for a long time.

–third-party researchers like IDC are fine for tabulating demand in the US and the EU, but can’t easily see the businesses of no-name computer makers in the emerging world who are strong INTC customers.

–yes, inventories are higher today than they were a year ago, but they’ve just returned to normal from extremely low levels.

mobile?

2.  INTC’s mobile chip business is losing $1 billion a quarter, even as the company has become the second-largest vendor of tablet microprocessors in the world.  Can this end well?

The company has gone from a standing start to having chips in maybe 40 million tablets being made this year.  It is concentrating on low-end tablets in emerging markets, entering into long-term R&D and development arrangements with Chinese firms–and, for now at least, more or less giving its chips away to get them into machines (the reality is more complicated).

The company thinks it can begin to whittle away at those losses, beginning next year.  Profitability in 2016?  My guess is yes, but who knows?

my take

If INTC is ever going to crack the mobile market, the time is now and the company’s strategy is sound (it’s also the only one I see available to it).  Suppose it loses $5 billion on the effort and has to reassess.   Not good   …but then $5 billion represents only about 3% of the firms stock market value.  A risk, yes, but one worth taking, I think.

The cyclical downturn thesis is more worrying. When it comes down to it, though, I’m unwilling to generalize from MCHP’s business softness.  Arguably, the weakness MCHP is seeing comes from the Beijing orienting the economy away from construction and low-end commodity-like activities.  The move to higher value-added business should mean greater demand for microprocessors, not less.  So on this front, too, I’m willing to give INTC the benefit of the doubt.

The stock is trading at 15x earnings (high for it but a discount to the market) and yielding a tad under 3%.  If I had to put numbers to my thinking, I’d say that, in the absence of a serious semiconductor swoon, downside is to $25.  Upside if tablet losses begin to abate in 2015 is maybe to $45.

If I thought upside and downside were both equally probable, I should have been a seller at $35.  I wasn’t.  I’m now guessing that upside/downside has deteriorated from 2/1 to each equally probable.  But at $31, I’m still a holder.  I’m not a buyer, though.