An Evaluation of the Broadweave/Veracity Merger

I’ve spent the last week rolling over the proposed merger of Veracity and Broadweave as well as their proposal to Provo City upon which it is contingent. I’ve gottenĀ  more information from Veracity and Broadweave on their position and talked to other people who’ve been keeping an eye on things. I’m still not sure if the deal is in the city’s best interests, but I don’t know that it’s necessarily rotten or the only option either.

Veracity’s proposal to the city is, for all intents and purposes, a loan of $1.5M over the next 18 months to reduce the bond payments to be paid back over the seven years following that at 5.1% interest. (Ironically, this is the amount Provo City would have paid on the bond had they kept the network.) Veracity has said it has pursued private financing for the deal and has been unable to secure it, though I imagine the terms were also not as favorable as what’s being proposed to the city. Under the proposal, Provo would use the energy reserve fund to make the payments, money that would have been earning 1% interest. Taxes wouldn’t increase to finance it nor would other budgets be cut into.

So why does Veracity want a loan to reduce the payments? They’re looking to buy time to move their Provo customers onto iProvo to slash costs and improve operating efficiencies. Not only does that cut Qwest transport out of the picture, but they can also sell services that would not have been easy to provide given the wholesale rates that Qwest charges. Moving those customers will cost a fair amount of money, so Veracity needs time to get it done.

Given Veracity’s financial state, I have my doubts as to whether or not they could secure private financing for this deal. They reportedly operate debt-free with a very healthy cash flow and I would hope that they presented the council with scenarios under which they use private financing combined with current revenues to accomplish the same ends. They have been opening the books to the city council and some staff for their review, but there also needs to be a Plan B. Right now, the proposal feels very “take it or leave it”.

This isn’t to say that I doubt Veracity’s capability. They’re an exceptional company offering exceptional service that I use in my job every day. Their management team is full of smart people and Broadweave has done a much-needed sweep of almost all of its management team. My reservations hinge on asking the city to extend their role in the financing of the sale.

So what’s the alternative? Broadweave is fast-approaching the date where the network will have to be returned to the city since investors aren’t willing to put any more money into it. If that happens, Provo will have several months of the reserve to use for paying off the bond while they regroup. It sounds like a worst-case doomsday scenario, but I don’t think it’s quite as dire as even I would have once predicted. Provo will still have a couple of options at their disposal.

The first option would be to resume control of the wholesale side and allow Broadweave to continue as the main retail provider. This option would only work if, after being relieved of the wholesale obligations, Broadweave would have sufficient funds to find new customers and finance install costs. There’s also the problems of re-staffing the NOC as a city department and relocating Broadweave to another office. It may also be very difficult for a single retailer to secure enough customers to cover the wholesale side of the operation

The second option would be to bring in new retail providers to compete with (or replace) Broadweave. If Provo entered into some kind of reciprocity agreement with UTOPIA that allowed a provider from one network to participate on the other, it would secure the residential contract on UTOPIA that Broadweave wouldn’t mind having and bring in a half-dozen new providers to Provo to scoop up new customers. This would also mean that at least two different head-ends on both networks would be competing for customers, a win-win for served residents. New providers, however, may be leery of making a deal with Provo after the way that they threw Mstar under the bus. Granted, Mstar wasn’t paying its bills and didn’t have much goodwill to cash in, but they were also bullied into the deal they got. In either scenario, Provo would have several months of lead time to figure out what to do and find a way to make the payments once again.

Provo isn’t necessarily locked into the merger option. If the council still wants to get out of the business, they believe that Veracity is good for the money, and they don’t have qualms about extending some more financing, they can go with the merger. If they want city money to result in a city asset, don’t have heartburn about doing the work to fix iProvo (now that we’ve seen that a private company wasn’t able to), and don’t think this is the last time they’ll be asked to extend their risk, there’s options for taking the network back.

No matter what happens, this should be an example of how difficult it is to try and undo the decision to get into the business of telecommunications. We’ve seen that a private company operating a closed network is not necessarily any more successful than a public entity operating an open network when in an overbuild scenario. We’ve also seen that self-financing means you aren’t really out of the business until the last red cent of the bond has been paid off. Any city thinking about jumping ship would do well to consider that it’s not an easy way out like the Reason Foundation and Utah Taxpayers Association claim it is.

Take 2: Veracity/Broadweave Merger Back On

After a failed attempt at merger around a year ago, Veracity and Broadweave have decided to give a merger a second shot. The new company will be named Veracity Networks with Veracity’s Drew Peterson as CEO. Broadweave CEO Dave Moon will remain on the board.

So what’s the new company’s first step? To go to Provo’s city council to ask for a “restructuring” of the bond debt to lower payments by $82K per month for 18 months. I’m not sure how exactly that will work out without the city basically floating the difference during that time frame (an action surely to come under fire from both incumbent providers), but I’m hoping Broadweave will take a new tack with being a bit more open as to what the heck they’re doing. After all, a significant amount of public money is still on the line and if they ask Provo to dip into the till to keep things going, citizens deserve to know what they’re getting for what may be an interest-free loan.

Broadweave was gracious enough to invite me down to their offices to inform me personally. After the sharp criticisms I’ve had for the company, I was surprised they extended the olive branch. I suppose that’s one of the many positive side effects of an almost total refresh of company management. All the same, the visit was very cordial and felt very much like a press release event rather than a heart-to-heart. (I’m still sure that my picture is on more than a few dartboards around the office.)

I see the merger as a bit of a mixed bag. Veracity brings a lot to the table including large corporate customers, experience competing against and working with incumbents (they offer services on Qwest’s network), a stable cash flow, and significant technical experience. They also bring potential access to UTOPIA for Broadweave via their existing contracts.

On the other hand, asking for another hand-out from the city instead of making it on their own will likely rankle a city council that thought they’d managed to wash their hands of the deal. If the council doesn’t go along, it begs the question as to where additional funding will be found from. Not knowing what Veracity’s available cash flow is, it’s hard to tell if that side of the equation would be able to staunch the flow of money from the surety enough to allow Broadweave/Veracity to sign up more customers. At the very least, this makes iProvo even more of an election issue than it was before for all sitting council members as well as the mayor.

For the time being, I’m content to watch from a distance and see what happens. My opinion of Broadweave hasn’t yet been changed, but I’ll willing to give them a second chance and benefit of a doubt.

Rumor: Broadweave on UTOPIA?

I received word from a reliable source at a service provider that Broadweave may be considering joining UTOPIA. This information was passed along from a company that both of them do business with. According to this company, Broadweave has stepped up its outsourced call center operations in preparation for adding new customers on UTOPIA’s network.

UTOPIA and Broadweave have had an acrimonious working relationship in the past stemming from the entanglement between UTOPIA and iProvo regarding the head-end assets. This was no doubt hurt further by ex-CEO Steve Christensen’s forceful and demanding management style. The question is if the upending of upper management is enough to mend the relationship to the point where this rumor becomes fact.

If true, this would be a really good (and smart) move for Broadweave. They’ve hit a brick wall with adding customers on iProvo and are under a “do or die” deadline of February when the reserve runs out of cash. The rumors that they will soon be booted from Traverse Mountain also persist, though nothing new has developed. Getting access to the tens of thousands of UTOPIA homes passed and preserving some of their Traverse Mountain customers could give them the revenue needed to pay off the iProvo bonds and better leverage their head-end and NOC facilities.

Of course, we should also ask if Broadweave would be good for UTOPIA. Customer service complaints still persist and the company may not have the cash available to market to new customers unless EsNet makes additional investments. Broadweave has also failed to deliver video to Traverse Mountain despite the acquisition of a head-end, something I understand to be one of the main reasons for that development’s discontent. There’s also the matter of going from a geographically condense market to one spread over a 120-mile stretch, something that could drive their install costs up.

We should also wonder if Broadweave joining an open network like UTOPIA would signal that they’re ready to give the wholesale model another shot in Provo. Apparently closing the network wasn’t enough to staunch the flow of red ink as they claimed it would. Outside providers have money to spend on snapping up new accounts while Broadweave is charging around $600 for installs (and, I should note, not offering a discount on monthly service as a result). It’s entirely possible that a reciprocity agreement with UTOPIA providers to give them access to the network could result in higher overall revenues even at the expense of retail customers. Research from The Yankee Group suggests that an open provider model generates more revenue than adding lots of extra services, revenue that Broadweave needs.

So what do you think? If this happens, will it be good for Broadweave, UTOPIA, both, or neither?

Sale Fail: Provo Considering Contingencies for iProvo

Found a nice little tidbit buried at the end of a story on Provo’s financial difficulties. Apparently the city is already preparing for the worst case scenario of getting the network back as Broadweave has depleted half of the reserve fund to make bond payments. Given that Broadweave is likely to lose a large chunk of reliable revenue from Traverse Mountain should they get booted out, my money is on the network being back in city hands by next year. Anyone want to give odds on this?

Is Broadweave Charging Big Install Fees?

A blog post showed up in my Google Alerts from a Provo resident who claims that Broadweave may be charging big-time install fees for customers not already wired to iProvo. Per the poster’s account, they called on behalf of a neighbor and was told that any home not already hooked up would be assessed a $600 install fee. A lot of people hammered on UTOPIA for their install fee trial balloon and they responded with low install fees (if any) and a slightly higher but still competitive monthly rate to compensate. Broadweave had better smart up and take a play from that book.

Broadweave: No Cash for New Subs, Reserve Will Still Be Used for Bond Payments

The Daily Herald quotes Broadweave’s acting CEO David Moon as saying that Broadweave doesn’t have the capital to agressively sign up new customers right now. The money required to hook up hundreds of new customers each month just isn’t there and they plan to continue making bond payments from the reserve fund for the next eight to ten months. This move will end up spending over half of the reserve fund on the bond payments and, unless replenished, puts Provo in danger of picking up the pieces should Broadweave default on any payments when it runs out.

I’m having a tough time figuring out how Broadweave can’t make rent. The price increases of around $5 per month per service would have been enough to break even under city ownership, but Broadweave is also taking in all of the retail revenues. Where is all of the money going? And just how short is Broadweave on making those bond payments with its own money? I’m guessing very far out based on how long they intend to keep on using the reserve fund. Broadweave was given what should have been a slam-dunk sweetheart deal and they’ve somehow managed to bungle it all up. Good luck filling the CEO slot, guys.

Provo Gets Black Eye Over Sale of iProvo

The Society of Professional Journalists gave Provo an award, but not the kind they would want to get. The city received the 2009 Black Hole Award for repeatedly refusing to provide documents concerning the sale of iProvo to reporters from the Salt Lake Tribune. The failure to provide documents prevented newspapers and citizens from being able to review the terms of the sale prior to a vote by the city council. As I’ve repeatedly said, the failure to allow everyday citizens to review the full terms of the sale and the conditions under which it was negotiated combined with the rush for a quick vote was highly suspect. I suppose we all know that now with the multiple bond payments that have been made from a line of credit designed to protect the city should Broadweave fail.

BREAKING: Nuvont Selling iProvo Customers to Broadweave

A solid source tells me that Nuvont is selling their iProvo customers to Broadweave effective today. Nuvont will retain its VoIP and Internet customers on UTOPIA and remain a service provider there. This isn’t much of a surprise given that Broadweave would likely not negotiate an extension of existing contracts. Nuvont has reportedly already moved many of the video customers to satellite, so Broadweave will be gaining mainly single-play and double-play customers.

BREAKING: Broadweave CEO Steve Christensen to Step Down as CEO, Leave Company Today

Inside sources confirm the rumor from a month ago: Steve Christensen will leave his position as CEO of Broadweave and will not longer be a part of the company effective today. After months of relying on the line-of-credit to make the bond payment and facing an increasingly hostile HOA in Traverse Mountain, investors at EsNet are rumored to be taking over operations and exerting much greater control over the company to protect their investment. I say it’s about time.

This change in leadership can only be a good thing. Steve always struck me as a used car salesman in a better suit, all too willing to believe his own inflated hype. In contrast, I hear the guys from EsNet are very savvy and know how to run a business. Maybe this ship can finally be turned around.

Rumor: Management Shake-Up at Broadweave

Word around the campfire is that EsNet isn’t very happy with how Broadweave is doing and plans to find a new operations manager as part of taking a more active role in the company. I’ve confirmed with with two sources, so it seems pretty solid. One of the sources claims that CEO Steve Christensen may be out of a job as part of the reorganization. It’s good to hear that EsNet is trying to fix what’s broken but will it be enough to right the ship? There haven’t been any reports of it so far, but I’m willing to bet that Broadweave made their bond payment from the reserve fund yet again and is on-track to do so next month.