Nokia CEO Stephen Elop and Microsoft CEO Steve Ballmer announce the acquisition of Nokia's Devices & Services unit, license patents and mapping software on Monday, September 2, 2013 (Click Image To Enlarge)
Microsoft announced on Monday, September 2, 2013, that it will buy most of Nokia’s Devices and Services business unit for €3.79 billion ($5 billion) and will spend a further €1.65 billion ($2.2 billion) to license Nokia’s patents — making a total cost of €5.44 billion ($7.2 billion) which will be paid out in cash. The transaction is expected to close in the first quarter of 2014.
After the transaction goes through, several Nokia executives will transfer to Microsoft, including Nokia CEO Stephen Elop, Jo Harlow, Juha Putkiranta, Timo Toikkanen, and Chris Weber. In total, about 32,000 employees are expected to transfer from Nokia to Microsoft.
This means that Elop will be stepping down as Nokia CEO. Nokia announced in a statement that Risto Siilasmaa will assume an interim CEO role for Nokia, while Stephen Elop will take on the role of Executive Vice President, Devices & Services.
In an email to employees, Microsoft CEO Steve Ballmer says that Elop will head to Microsoft to lead an expanded Devices team, “which includes all of our current Devices and Studios work and most of the teams coming over from Nokia”.
Microsoft notes that purchasing Nokia’s devices and services business, as well as its patents, is key to “furthering the company’s transition to a devices and services company”. It will build on the partnership with Nokia announced in February 2011 that saw a series of Nokia’s Lumia smartphones being released.
With this move, Microsoft says it aims to accelerate the growth of its move into mobile devices via faster innovation, increased synergies, and unified branding and marketing. Microsoft CEO Steve Ballmer says:
"Bringing these great teams together will accelerate Microsoft’s share and profits in phones, and strengthen the overall opportunities for both Microsoft and our partners across our entire family of devices and services… In addition to their innovation and strength in phones at all price points, Nokia brings proven capability and talent in critical areas such as hardware design and engineering, supply chain and manufacturing management, and hardware sales, marketing and distribution."
In it statement, Nokia says it plans to focus on three of its other businesses: network infrastructure and services, mapping and location services, as well as technology development.
Nokia interim CEO Risto Siilasmaa, also the Chairman of the Nokia Board of Directors, says:
"After a thorough assessment of how to maximize shareholder value, including consideration of a variety of alternatives, we believe this transaction is the best path forward for Nokia and its shareholders."
Microsoft’s move to purchase Nokia’s devices and services business is a smart one, considering that Nokia has been one of its most loyal partners to date (and this could probably explain the rumor that Nokia is making a Windows RT tablet).
It has been nearly three years since the first version of the Windows Phone arrived in the smartphone market and Microsoft is keen to see it gain traction faster to become a worthy competitor to iOS and Android globally. The only way to drive this forward earnestly would be to take over Nokia’s devices business and integrate it even closer with the company.
Its move also marks Microsoft’s commitment and ambition toward making it big in the mobile market. Could this possibly render the Windows Phone a threat to the dominant operating systems now (especially after positive news yesterday from Kantar that said the Windows Phone has picked up pace across five major European markets)?
COMMENTARY: Microsoft's outlined its reasoning behind why it's gone deep into smartphones in a lengthy presentation file. Alongside cheering Windows Phone's current growth (No.3!) to third place behind Android and iOS phones according to Strategy Analytics, it's reaffirmed that it'll bring its products and services to rival mobile OSes, still involving itself with "iPhone and Android/Galaxy phones."
However, it tempers this point, adding.
"We can't risk having Google or Apple foreclose app innovation, integration, distribution or economics."
Given the strength of the top two, Microsoft is telling it straight, adding that it needs a "first-rate Microsoft phone experience for users" to compete, suggesting that its portfolio of devices isn't quite there yet.
The slides also outline the purchase of Nokia's patent collection, one which Microsoft believes is one of the most valuable in the tech sector. MS also thinks that the acquisition will speed up innovation within Windows Phone and protect its future. So, some high hopes for the purchase.
The Nokia Acquisition
In order to get an understanding of what Microsoft acquired for that $7.2 billion, it is important to review Nokia's financial performance, existing business operating units, partnership with Microsoft, overview of Nokia's Devices & Services business unit, Nokia's Devices & Services financial performance, competitive environment and effect on mobile phone volume sales and market shares and other issues.
In 2012 Nokia's Devices & Services business continued to be in transition, following the announcement of a partnership with Microsoft in February 2011 where Nokia adopted Windows Phone as its primary smartphone operating system platform and phased out the Symbian smartphone operating system platform. The partnership, under which Nokia adopted and are licensing Windows Phone from Microsoft as our primary smartphone platform, was formalized in April 2011.
Nokia continued to sell Symbian devices during 2012, with decreasing volumes every quarter due to the deteriorating competitiveness of Symbian devices. Nokia does not expect to sell any significant volumes of Symbian devices in 2013. At the same time, during 2012, Nokia built
out its Windows Phone 7 portfolio and considerably broadened the geographical reach from the initial launch in six Western European countries. Towards the end of 2012 Nokia introduced mobile devices based on the new Windows Phone 8 operating system.
Nokia launched the Nokia Lumia 920 and Nokia Lumia 820, its first smartphones based on the Windows Phone 8 platform, in September 2012 which started shipping to customers in select markets in November 2012. The Nokia 620, an affordable Windows Phone 8 device, was launched in December 2012 and became available in select markets in January 2013.
Nokia Mobile Phone Sales Continue To Deterioriate in 2013
According to Gartner Research, a marketing research firm that tracks sales of mobile devices, Nokia continues to experience major deteroriation in volume sales of mobile phones (smartphones and feature phones) and continues to loose market share to competitors during Q1 and Q2 2013 (See Below).
Nokia Business Operating Units
At the end of December 31, 2012, Nokia operated three business operating units:
- Devices & Services - Includes smart devices (smartphones) and mobile phones (feature phones). The smart devices segment includes both Nokia's native Sybian OS smartphones and smartphones developed for Microsoft that utilize the Windows Phone 7 and 8 OS platforms. This is the piece that was sold to Microsoft.
- HERE - The HERE business, which formerly operated under the name Location & Commerce during 2012, develops a broad range of location-based (GPS) products and services for consumers, as well as content and platform services for device manufacturers, automobile manufacturers, application developers, Internet services providers, merchants and advertisers.
- Nokia Siemens Networks - Nokia Siemens Networks is a leading global provider of telecommunications infrastructure, with a focus on the mobile broadband market. Inits target market, Nokia Siemens Networks believes it is the second largest company worldwide, by revenue. It has a strong position in the newer infrastructure technologies of 3G and 4G (LTE). In 3G, Nokia Siemens Networks is the industry leader by customers served. More than a billion subscribers connect through Nokia Siemens Networks’ 3G networks. In LTE, Nokia Siemens Networks had 77 commercial contracts at the end of 2012. The company is the number one provider of subscriber database management, an essential tool in effective network operations.
Devices & Services Operating and Reporting Segments
Nokia's Devices & Services business unit includes two operating and reporting segments;
- Smart Devices - Focuses on Nokia's most advanced Smartphones, including Lumia smartphones, and Mobile Phones, which focuses on more affordable feature mobile phones, including Asha full touch smartphones.
- Devices & Services Other - Includes intellectual property income, net sales of spare parts and related cost of sales and operating expenses and common research and development expenses.
Devices & Services is responsible for developing and managing Nokia's portfolio of mobile products, which are manufactured for all major consumer segments, as well as designing and developing services, including applications and content, that enrich the experience people have with their mobile devices. Currently, is addressing all key geographical markets except Japan. Devices & Services also manages Nokia's supply chain, sales channels, brand and marketing activities and explores corporate strategic and future growth opportunities for Nokia.
In 2012, the worldwide industry mobile device volumes increased by 2% year-on-year while the market value in US dollar terms increased by 12%, according to Strategy Analytics. Smartphones continued to show strong volume and value growth, as well as continued to capture the public focus in the mobile products market. According to Strategy Analytics, Nokia’s mobile device volume market share was 21% in 2012, compared to 27% in 2011, with the decline primarily driven by market share losses in the smartphones segment. In 2013, Strategy Analytics forecast that the worldwide industry mobile device volumes will increase by 6% and the market value in US dollar terms by 7%.
Nokia Corporation Results of Operations
The following is Nokia Corporation's Results of Operations for the years ending December 31, 2012 and 2011.
Nokia Corporation Consolidated Statements of Financial Position
The following is Nokia Corporation's Consolidated Statements of Financial Position for the years ending December 31, 2012 and 2011.
Nokia Corporation Segment Assets and Liabilities
The following is Nokia Corporation's Segment Assets and Liabilities for the years ending December 31, 2012 and 2011.
Devices & Services Segment Financial Results
Nokia reported the following financial results for the Devices & Services division for the year ending December 31, 2012 versus December 31, 2011.
Nokia reported the following financial results for the Devices & Services division for the year ending December 31, 2011 versus December 31, 2010.
Devices & Services Financial Results - Year 2013
Nokia reported the following financial results for the Devices & Services division for the Quarter ending March 31, 2013 versus March 31, 2012.
Nokia reported the following financial results for the Devices & Services division for the Quarter ending June 30, 2013 versus June 30, 2012.
Devices & Services Net Sales By Geographic Area
The following table sets forth our Devices & Services net sales and year-on-year growth rate by geographic area for the fiscal years 2012 and 2011. The IPR income referred to in the paragraph below has been allocated to the geographic area contained in this chart.
The 34% year-on-year decline in Devices & Services net sales in 2012 resulted from lower volumes in both Smart Devices and Mobile Phones as well as a lower Average Selling Price (ASP) in Mobile Phones, partially offset by a higher ASP in Smart Devices. Devices & Services Other net sales decreased in 2012 due to lower non-recurring IPR income, the divestment of Vertu during the fourth quarter 2012 and lower spare parts sales.
The following chart sets out the mobile device volumes for Nokia's Devices & Services division and year-on-year growth rates by geographic area for the fiscal years 2012 and 2011.
On a year-on-year basis, the decline in our total Devices & Services volumes in 2012 was driven by lower volumes in both Smartphones and Mobile Phones (Feature Phones) discussed below.
The following chart sets out the mobile device volumes for Nokia's Devices & Services division and year-on-year growth rates by geographic area for the fiscal years 2012 and 2011.
On a year-on-year basis, the decline in our total Devices & Services volumes in 2011 was driven by lower volumes in both Smartphones and Mobile Phones (Feature Phones) discussed below.
Average Selling Price (ASP)
Nokia's total mobile device Average Selling Price (ASP), including IPR income, in 2012 was EUR 47, down 18% from EUR 57 in 2011. The decrease in Nokia's mobile device ASP in 2012 was due to a higher proportion of Mobile Phones volumes and lower Mobile Phones ASPs, partially offset by higher Smartphone ASPs. Nokia's total mobile device ASP, excluding IPR income, in 2012 was EUR 45, down 18% from EUR 55 in 2011.
Nokia's total mobile device Average Selling Price (ASP), including IPR income, in 2011 was EUR 57, down 11% from EUR 64 in 2010. The decrease in Nokia's mobile device ASP in 2011 was driven primarily by the increase in the proportion of Mobile Phone sales partially offset by the positive effect of higher IPR income and the lower deferral of revenue related to services sold in combination with our devices. On a year-on-year basis, the impact from the appreciation of the euro against certain currencies had a slightly negative impact, almost entirely offset by the positive impact from foreign currency hedging. Our total mobile device ASP, excluding IPR income, in 2011 was EUR 55, down 14% from EUR 64 in 2010.
Nokia's Devices & Services gross margin in 2012 was 21.3%, compared to 27.7% in 2011. On a year-on-year basis, the decline in Nokia's Devices & Services gross margin in 2012 was due to gross margin declines in Smartphones and to a lesser degree in Mobile Phones (Feature Phones) and Devices & Services Other.
Nokia's Devices & Services gross margin in 2011 was 27.7%, compared to 29.9% in 2010. On a year-on-year basis, the decline in Nokia's Devices & Services gross margin in 2011 was driven primarily by gross margin declines in both Smartphones and, to a lesser extent, in
Mobile Phones, as discussed below, which was partially offset by higher IPR income.
Devices & Services operating expenses decreased 20% year-on-year in 2012. On a year-on-year basis, operating expenses related to Smartphones decreased 32% in 2012, where Mobile Phones (Feature Phones) remained approximately on the same level. In addition to the factors described
below, the year-on-year changes were affected by the proportionate allocation of operating expenses being affected by the relative mix of sales and gross profit performance between Mobile Phones and Smartphones. This resulted in higher and lower relative allocations to Mobile
Phones and Smartphones, respectively.
- Research & Development Expenses - Devices & Services research and development expenses decreased 24% year-on-year in 2012 due to declines in Smartphones and Devices & Services Other research and development expenses. The decreases in research and development expenses were due primarily to a focus on priority projects and cost controls as well as business divestments.
- Sales and Marketing Expenses - Devices & Services sales and marketing expenses decreased 15% year-on-year in 2012 primarily due to lower overall business activity, improved efficiency in general marketing activities and business divestments.
- Administrative and General Expenses - Devices & Services administrative and general expenses decreased 19% year-on-year in 2012, primarily due structural cost savings as well as business divestments.
- Other Income and Expense - In 2012, Devices & Services other income and expense had a negative year-on-year impact on profitability. In 2012, Nokia recognized special items of net EUR 393 million in Devices and Services Other, comprised of restructuring charges of EUR 550 million and related impairments of EUR 30 million, a benefit from cartel claim settlements of EUR 56 million, a net gain from the sale of a real estate of EUR 79 million and a net gain from the divestment of the Vertu business of EUR 52 million. In 2011, we recognized special items of net EUR 287 million in Devices and Services Other, comprised of restructuring charges of EUR 456 million, impairment of assets of EUR 90 million, Accenture deal consideration of EUR 251 million, impairment of shares in an associated company of EUR 41 million and a benefit from a cartel claim settlement of EUR 49 million.
Nokia's Devices & Services operating expenses decreased overall by 20% year-on-year basis in 2011. Expenses related to Research & Development decreased by 9% year-on-year between 2011 and 2010. Most of the decreases was in lower smartphone-related R&D expenses, which offset higher mobile phone (feature phones) R&D expenses. Sales and marketing expenses decreased by 4% year-on-year between 2011 and 2010. Administrative and general expenses decreased by 7% year-on-year between 2011 and 2010. Nokia incurred other expenses of EUR 773 million in the year 2011, as opposed to other income of EUR 170 million in 2010. This meant that other income and expenses increased by EUR 943 million between 2011 and 2010. Most of the increase in other expenses had to do with the writedown of non-operating assets in 2011.
Devices & Services reported an operating loss of EUR 1.1 billion in 2012, compared with an operating profit of EUR 884 million in 2011. Devices & Services operating margin in 2012 was negative 7.0%, compared with positive 3.7% in 2011. The year-on-year decrease in operating margin in 2012 was driven primarily by the lower net sales and gross margin compared to 2011 in both Smartphones and Mobile Phones (Feature Phones). The net sales, unit volume, average selling prices and gross margins for Smartphones and Mobile Phones (Feature Phones) for the years 2012 and 2011 are compare below.
The following table sets forth selective line items for Smartphones for the fiscal years 2012 and 2011.
The declines in Smartphone net sales, unit volume and average selling prices was driven by the strong momentum of competing smartphone platforms relative to Nokia's Symbian devices. On a geographical basis, the decrease in volumes was due to lower volumes in Greater China, Europe, Asia Pacific, Middle East & Africa and Latin America, partially offset by slightly higher volumes in North America.
Mobile Phones (Feature Phones)
The following table sets forth selective line items for Mobile Phones for the fiscal years 2012 and 2011.
The declines in Mobile Phones (Feature Phones) net sales, unit volume an average selling prices was due to the challenging competitive environment and market environment, which negatively affected Nokia volumes across the Mobile Phones portfolio. In particular, low-end smartphones powered by the Android operating system proliferated at lower price points throughout 2012. During the second half of 2012, Mobile Phones started shipping Asha full touch smartphones, which improved the competitiveness of Nokia's higher end Mobile Phones product portfolio. During the second half of 2012, Mobile Phones shipped 15.8 million Asha full touch smartphones.
As you can readily see, Nokia is experiencing intense competition in both Smarphones and Mobile Phones (Feature Phones) in all major geographic markets and by every measurement metric. The result are significant declines in market share, net sales, unit volume, average selling prices, gross margins and net profits since the start of 2010. Competing iOS and Android smartphones are the principal culprit. Microsoft will have to find a way to stop the hemorraging in order to prevent the acquisition of Nokia's Devices & Services units from becoming a major boondaggle.
Microsoft clearly overpaid Nokia in order to acquire the Devices & Services business unit and related patents and copyrights. If you use Nokia Corporation's Segment Assets and Liabilities as of December 31, 2013 as a benchmark for valuation purposes, the Devices & Services business unit had a negative net book value of EUR 800 million (Liabilities of EUR 7.173 billion less Assets of EUR 6.373 billion). Microsoft paid EUR 5.44 billion or $7.2 billion for Devices & Services and related patents and copyrights. That's an over payment of EUR 6.24 billion or $8.25 billion. Microsoft is probably treating this as a "cost of market entry" for becoming a player in the highly competitive cellular device market.
I won't second guess Steve Ballmer's decision to acquire Nokia's Devices & Services business unit and related intellectual property, but it might actually be cheaper than developing a mobile device brand on your own. The acquisition brings Nokia's Devices & Services management team and Nokia's former CEO into the Microsoft family. That's a huge plus, but is this enough to make Microsoft Windows Phone's competitive in the marketplace.
Acquiring a competitor outright or a competitor's assets to enter a hot or emerging market is not a new strategy, but more often than not, they are money losing propositions or under-performers for the acquirer.
Truth be known, Microsoft has made numerous acquisitions, and with very few exceptions nearly all of them have failed or underperformed.
- aQuantitative - Acquired in 2007 for its digital advertising technology for $6 billion to match Google's acquisition of DoubleClick. The integration with Microsoft failed miserably and aQuantitative CEO and other key executives quit. Microsoft has used some of aQuantive's technology in its own ad platforms, but a lot of it was discarded, and Microsoft sold Avenue A for $530 million to ad conglomerate WPP in 2009.
- Navision - Microsoft bought this Danish accounting and business management software company for $1.45 billion in cash and stock in 2002 to round out its Microsoft Business Solutions portfolio -- Navision was stronger in Europe while Great Plains (acquired in 2001) was stronger in North America. Of all the products gained in those two acquisitions, the Axapta software suite from Navision is probably the most successful, but the overall business unit never quite lived up to early expectations.
- Danger - Microsoft bought Danger for a rumored price of $500 million in early 2008 to help boost its mobile strategy. But the acquisition was botched by internal infighting -- while the Danger team was put to work on what eventually became the Kin phone, a separate group was building Windows Phone 7. The Kin launched late and with fewer features than specified, and was can celled less than two months later.
- WebTV - When the Internet first became popular, Microsoft -- like a lot of folks -- thought that people would want to surf from their TV. To make sure it had an offering, Microsoft bought WebTV for $425 million in cash and stock in 1997. The product sold poorly, however, and a rebrand as MSN TV didn't help. Microsoft finally stopped selling MSN TV a couple years ago, and is focusing its living room strategy on the much more successful Xbox.
- Hotmail - Microsoft bought one of the first Web-based e-mail providers, privately held HoTMaiL (the capitals spell out HTML, get it?) in 1998 for a rumored price between $400 and $500 million. Hotmail is still around, but rebranded as Outlook.com, but Microsoft admits that it's basically a break-even business that is used to drive traffic to more strategic products like Bing and Office 365.
- LinkExchange - In a classic case of missed opportunity, Microsoft bought this early pioneer in paid search for $265 million in 1998. But as LinkExchange founder Ali Partovi (pictured here) explained in an essay for TechCrunch, Microsoft shut down the service a few months after launching it on MSN Search because it was scared it would cannibalize banner advertising. Whoops.
- Massive - Microsoft bought this company, which figured out how to place ads in console games, in 2006 for about $280 million. But in-game advertising never really took off, and in 2010, Microsoft shut the unit down.
Other companies have tried the acquisition strategy to enter new markets and failed miserably.
- Hewlett-Packard - In July 2010, HP acquired Palm's WebOS operating system for $1.2 billion. It incorporated WebOS into its TouchPad tablet. But, after only a few months following its launch, HP took TouchPad off the market due to poor sales, then this was quickly followed by a fire sale of its remaining inventory. In February 2013, HP sold the remnants of WebOS to LG Electronics for an unspecified price. In 2011, HP acquired Autonomy, an enterprise software provider for $8.8 billion. In November 2012, HP wrote-off that $8.8 billion after discovering gross errors in Autonomy accounting which seriously overstated its value. In 2008, HP also wrote off $8 billion in assets pertaining to its acquisition of Electronic Data Systems.
- Facebook - In December 2011, Facebook acquired Gowalla, a location-based social network startup for a reputed $3 million in Facebook stock. Within just a few months, Facebook shutdown Gowalla, rather than have to compete headon with LBSN market leader foursquare. It later claimed that it bought Gowalla for its mobile knowledgeable staffers.
According Microsoft CEO Steve Ballmer, the acquisition of Nokia's Devices & Services division is part of the company's mission to transform Microsoft from a predominantly software company to a hardware business. The company has also established some very lofty goals for the Nokia Devices & Services acquisition. It would like to boost its smartphone share to 15 percent by 2018, around four times what it has now, depending on which numbers you believe (See above charts). Redmond also revealed that it makes less than $10 per handset in its current arrangement with Nokia, and thinks it can make over $40 going forward, while saving $600 million in costs. With all that, Microsoft is projecting $45 billion extra in revenue by 2018, with profits in the $2.3-4.5 billion range. High hopes indeed.
I have to admit that those are some very lofty goals considering the dominance of Android and iOS in the marketplace. By its own admittance, the Microsoft Windows Phone "experience" is not up to snuff. The new Windows Phone OS UI did not go over very well with many users. There is a longer learning curve and takes take to getting used to.
A marketing concept I learned in graduate school says that consumers will only switch to a competing brand when the switching costs are not overly prohibitive and the benefits of switching greatly outweigh the switching costs. In order for Microsoft Windows Phone to succeed and steal away market share from the competition and meet those lofty goals is to create smartphones that far exceed anything offered by the competition. This requires making a quantum leap in technology. Steve Jobs "re-invented" the mobile phone when he unveiled the iPhone. Jobs truly elevated the user experience to a new level. The new phone will have to disrupt the industry standards to such an extent that consumers will clearly see the advantages of switching to Microsoft Windows Phone. Whether Microsoft will be able to accomplish this remains to be seen.
Another huge part of the user experience is apps. Microsoft has ramped up mobile apps for Windows phones, reporting that in July 2013 it had 160,000 apps in the Windows Store. 100,000 of them are for Windows 8. However, those number pale in comparison to Apple (700,000) and Google Android (800,000). In July 2013, Windows reduced its Windows developer registration fee from $99 per year to $19 for 60 days. A lack of sufficient apps can kill a product very fast. Here's a history lesson: A lack of apps resulted in the downfall of HP's TouchPad tablet and slow death of BlackBerry phones and PlayBook tablet.
Technological design innovation needs to be ramped up in order for Microsoft Windows phones to compete against No 1 Samsung and No 2 Apple. Samsung stole Apple's thunder when it launched the Samsung Galaxy S4 equipped with a faster processor, more storage, longer battery life, and a huge 5-inch display sporting clearer and brighter resolution. You can expect Apple to try to match or exceed the Galaxy S4 specs that when the new iPhone 5S is unveiled later this month. Microsoft cannot just copy what the competition is doing, but greatly exceed it with every new product launch.
To its credit, Microsoft showed touches of design brilliance when it launched the Surface tablet on October 26, 2012. However the Surface RT and Surface Pro tablets caused confusion in the marketplace. The RT was wholly underpowered and quickly crashed and burned in the marketplace. This leaves only the Surface Pro with a faster processor, but it still does not match the iPad 5 in the specs that count, and its lack of sufficient apps could spell its downfall. Microsoft must win the battle of technological design innovation if the Windows Phone series is to capture the hearts and minds of consumers, otherwise it will remain at the bottom of the cellar.
Courtesy of an article dated September 3, 2013 appearing in The Next Web, an article dated September 3, 2013 appearing in Engadget, an article dated August 1, 2013 appearing in Engadget, an article dated March 8, 2011 appearing in Business Insider, Nokia Corporation Year Ending December 31, 2012 SEC Form F-20 and an article dated June 27, 2013 appearing in The Next Web