Why Did ShoreTel Buy M5?

Peter : On Rad's Radar?
Peter
| Peter Radizeski of RAD-INFO, Inc. talking telecom, Cloud, VoIP, CLEC, and The Channel.

Why Did ShoreTel Buy M5?

Recently, M5 Communications was acquired for about $160 million by ShoreTel. The premise PBX vendor had a bad quarter and caved to the pressure of Hosted PBX. Avaya, Interactive Intelligence and MITEL have hosted offerings. At some point, ShoreTel had to jump on that bandwagon - due to the big opportunity (ask any analyst) and the threat that cloud comm places on premise only sellers.

I think some of that money - now $162 M based on the stock - was for Dan and his team to stay on and continue to run the machine. There are a couple of million in accelerators in the LOI (letter of intent), also. Plus what does Shoretel know about running a service or the proprietary softswitch that M5 switched to in 2010? The M5 team had to stay (for a while).

ShoreTel's C-level exes probably saw that the hole in their strategy by not having a CaaS strategy. After that, the decision comes down to build-or-buy. The advantage to buying is that - if done properly - you get revenue, a market proven service offering, and a sales channel. Building from scratch has a big learning curve, capital investment and little revenue.

By scooping up M5, ShoreTel gets a proven business model. At $48 million in revenue, M5 was one of the giants in the Hosted PBX space with a proven sales record that had grown 30% in the last year. Their indirect and direct sales teams were effectively selling the service. Not many VoIP providers are organically growing revenue. In 2010, M5 was doing about $32M in revenue when it acquired Gekkotech, a Chicago based VoIP provider that was utilizing M5's softswitch platform and bringing in about $8M.

M5 left the Broadsoft platform in 2010. This move increased the profit margin by eliminating the licensing fees to Broadsoft. This might have been another factor that made M5 attractive - margin. For the second quarter of fiscal year 2012, ShoreTel revenue was $58.0 million with a net loss of $1 million. Hardware alone is a difficult business to be in, ask Amazon or Dell.

Under the terms of the deal, M5 shareholders will receive approximately $84 million in cash and 9.5 million shares of ShoreTel stock, for a total of about $146 million on stock value at close of sale. Moreover, M5 shareholders have incentives that could realize up to $13.7 million, according to the company's press release.

M5 will be run as a separate division with CEO Dan Hoffman still managing things. This is a smart strategy; the same one that TelePacific took when it acquired Telekenex. The culture of CaaS is different than hardware / premise PBX. There is some rivalry there. Why break either corporate culture?

This transaction is just another example of how the legacy telecom world will have to jump into the new cloud world - mostly through buying since it will be cheaper and faster that building it from scratch.

Why can't the rest of the cloud comm space get this deal? One reason is that investors don't look at companies with less than $10M in revenue. You don't have a proven model at $4-5M. It's a different deal at that size. At over $20M, investors know that you can sell and you can scale. It's proven. Another reason was the average revenue per customer at almost $2000. As Q-Advisors told the crowd at Cloud Comm Expo in Austin in 2011, that number has to be north of a thousand to be attractive. Those are pretty good reasons for the 3x revenue number.



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