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Autonomy Founder Defends Accounting Practices as Legal amid HP Claims

London (November 26, 2012)

By Amy Thomson

Bloomberg

(Bloomberg) Mike Lynch, who founded the British software company accused by Hewlett-Packard Co. of falsifying finances, said that while he may have used some of the contested accounting and sales methods, they were all legal.

One of the claims leveled by Hewlett-Packard is that Cambridge, England-based Autonomy mischaracterized some revenue from unprofitable hardware and improperly included it as “license revenue.” The U.S. company said this week it recorded an $8.8 billion write-down related to last year’s purchase of Autonomy and that more than $5 billion of that impairment charge was the result of accounting practices.

“Essentially we would offer a discount on hardware, especially if people were buying software or a big long-term partner,” Lynch said in an interview. “A bank would buy software from us every other quarter, but they would also buy hardware from us.”

Lynch, who said he hasn’t yet hired a lawyer, has mounted a public campaign against his accusers, appearing on television and giving interviews rejecting Hewlett-Packard’s version of events, to defend his reputation as one of Europe’s most successful technology entrepreneurs. Hewlett-Packard this week called Autonomy’s practices a “willful effort” to inflate financial metrics and mislead investors.

Hewlett-Packard said the misrepresentations caused them to value Autonomy incorrectly before the deal, which ultimately cost the Palo Alto, California-based company $11.1 billion.

John Schultz, Hewlett-Packard’s general counsel, has said among those practices, which accounted for $200 million in miscategorized or false revenue, was reselling Dell Inc. hardware and recording them as software revenue.

‘Highly Complex’
Lynch denied miscategorizing revenue. The company treated some of the costs as marketing costs because that’s what they were, promotional deals to attract customers, a spokesman for Lynch said Friday.

While that practice would be “highly unusual” and “could be construed as misleading,” it would be difficult to call it a breach of accounting rules with the information available, said Larry Kantar, a Dallas-based forensic accountant who teaches a forensic accounting and financial fraud course at the Southern Methodist University’s Cox School of Business.

“That’s what makes this so difficult,” he said in an interview. “These are highly complex transactions and you’ve got to get all the facts to be able to make the determination on the proper way to account for it.”

‘Red Flags’
Deloitte said last week that it didn’t find any evidence of improper accounting methods or misrepresentations when it last looked at Autonomy’s finances before Hewlett- Packard bought the software company. Deloitte, which said it wasn’t employed to do due diligence on the deal, last audited Autonomy’s finances for the year ended Dec. 31, 2010.

“The board relied on audited financials—audited by Deloitte—not Brand X accounting firm but Deloitte,” Hewlett- Packard CEO Meg Whitman has said.

Analysts had voiced their concerns about Autonomy’s growth rate in the years before Hewlett-Packard’s acquisition. Paul Morland, now an analyst at Peel Hunt, included Autonomy in a June 2009 note for Astaire Securities called “Accounting Red Flags.”

The rate at which the company was converting profit into cash, a sign of “true profit,” was particularly low, Morland said at the time. Autonomy said that this was due to high growth rates, according to the note.

Sales Push
Autonomy also had a low rate of converting sales into cash, Morland said. A potential explanation for this phenomenon could be a situation where revenue is recognized twice and cash is collected once, which might happen with cash from an acquired company, or if businesses accelerate revenue recognition from acquired companies, he said at the time.

Lynch, 47, founded Autonomy as a spinoff from the University of Cambridge in 1996 and built it into the U.K.’s second-largest software company with customers including Coca- Cola Co. and the U.S. Securities and Exchange Commission.

His technology, enabling the search of a broad range of information, known as unstructured data, including emails, music, video and social networks such as Facebook Inc., became a hit with organizations seeking to organize increasing amounts of data and information.

Asked if Autonomy put pressure on partners including investment banks handling business for the software company to buy software, Lynch said while he’d “encourage anyone” to buy his software, it was never a condition of employment.

“We would certainly put pressure on anyone to buy more,” Lynch said.

2 Comments

Seems one should also examine the "business practices", besides the books which can go every which way.

Posted by: tego@verizon.net | November 27, 2012 5:05 PM

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HP made another mistake..... It seems that HP is really good at misjudging value. Look at some of their past acquisitions (Palm comes to mind, but there have been others as well) where their assessment of value and future development have been flawed. HP is a really good company for their core operations, printers (first core that they excel at), personal computers, both laptops and desktops, servers etc. But when they have tried to move or acquire other technologies, they haven't done so well. And acquisitions have not been well managed. In addition though, it might be time for accountants to rethink reporting and recognition of the bottom line as well as the line between asset and expense. Over the last 20 or so years, there has been a move toward recognizing income and deferring the recognition of operating costs. This leads to financials that look good but don't reflect cash flow realities. (Note the reference in the article that sales were not converting to cash - meaning that either there were coming writeoffs or customers weren't paying for the items that were being sold to them - both should be indicators that the recognition of revenue was possibly in need of changes.) Accounting needs to be more pessimistic about the bottom line. In the end if it doesn't result in positive cash flow exceeding the original investment, there is not really any income! What happened here was that HP relied on the financial statements ( "The board relied on audited financials--audited by Deloitte--not Brand X accounting firm but Deloitte," Hewlett-Packard CEO Meg Whitman has said.) and apparently didn't do sufficient independent investigation prior to jumping on the deal. Or the post acquisition management was poorly done (this was the case with their acquisition of Palm and the WebOS products). HP is so good at their core operations that it always surprises me (and maybe a lot of other observers) when they spend their time trying to acquire other lines. Why not just make your core better and better and better.

Posted by: SullivanAcctg | November 27, 2012 10:15 AM

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