HP: AUTONOMY 'misrepresented' its value by $5 BILLION, calls in SEC Hewlett-Packard dropped a bomb this morning in reporting its financial results for its fiscal 2012 year, stating that the British software company Autonomy, which it acquired a little more than a year ago, "outright misrepresented" its own value - leading to a colossal $8.8bn writedown for HP today. In a conference call ahead …
Sometimes... although IBM and Oracle seem to be doing more than fine with their acquisition strategy. I think this is another case of massive HP dysfunction. There may well have been some accounting improprieties at Autonomy, but, even if their books were accurate, HP was insane to buy them at $12 billion. We are talking about 50x forward earnings (50 years to get an ROI at current earnings, with little room for growth in their markets). Completely unjustifiable valuation even if the books were accurate. Oracle turned down Autonomy at $6 billion as "ridiculously overpriced."
I think HP, upon realizing their colossal overpayment too late, started combing through the Autonomy books to see if there was a way that they could recoup some of their massive overpayment.
I think you are overlooking that HP's management realized that their auditors were going to tell them that they would need to write down most of the goodwill value of Autonomy at some point in the near future as Autonomy was/is tanking when it was supposed to be growing crazily.... They had two choices. Take the negative publicity as another case, e.g. Palm, EDS, on massive M&A incompetence on the HP management team's side... or take the negative publicity as being scammed by Autonomy's fraud that even KPMG and Deliotte did not catch.
fraud that even KPMG and Deliotte did not catch
Surely you jest? Let's just say I don't hold such a high opinion of the above..
Personally, I think HP bought a massive lemon and is now seeking to clear out the books. Conveniently, the people responsible have retired with nice packages and I'm sure they have been briefed already. There will be some blustering and some frantic scurrying to shove stuff under a probably already fairly bulging carpet, the auditors who flat out missed this will get another opportunity to earn fees (no such thing as money back), the press will be kept busy for a while, but in the end it will probably end up with zero after effects other than that HP has now written off a lemon, and the mention of fraud has kept the shareholders from running away.
I really don't expect much in the way of jail time here, sorry. Just a bunch of people being sacked to balance the books after this - nice justification and a faceless scapegoat of the past to blame it on.
"Surely you jest? Let's just say I don't hold such a high opinion of the above..Surely you jest? Let's just say I don't hold such a high opinion of the above.."
Neither do I, but at least HP can say "we relied on the public accounting firms and they let us down"... which doesn't sound good, but it sounds a lot better than "we massively overpaid because we can't divide a price by net earnings and figure out that an ROI was virtually impossible from the outset."
fraud that even KPMG and Deliotte did not catch.
Those two did not catch anything suspicious up to the bankruptcies of Amagerbanken and Roskilde Bank either (in Denmark)! Any competent control fraud would deliberately hire incompetents so that his shenanigans are not discovered. I.O.W: There is a niche in the financial ecosystem for crap accountants.
There is a niche in the financial ecosystem for crap accountants.
Not just in the finance world. I saw a fairly spectacular rigging of a National Audit Office and the audit process to get a massive, very publicly visible project past audit where insiders knew it was, umm, "not of a value corresponding with the money spent on it" - I think that's the most politically correct way of saying it.
>the likelihood is that they will be able to recover very little so the impact of the negative publicity / >embarrassment if this is exaggerated or manufactured would far outweigh any remedy they might get.
Given a choice between, "those Brits lied to us and it's all the accountants fault" and "
the former CEO, that we the board put in place, went on a mad spending spree for anyone that could spell cloud because we have no idea how to innovate anymore"
Which is goign to sound better in a report to Wall St?
They call it Toilet and Douche for a reason.
let's just say I was right and Matt Bryant was wrong. No company is worth $50M per employee. If it wasn't for Larry being such an ass everyone would agree with Oracle that it was not even worth a quarter of the half they were offered to buy it.
Curious why Oracle could get it at $6B and HP ended up buying it for $12B, did someone have pictures of someone? In today's cell phone camera world I wouldn't doubt that is the real reason.
too-da-loo
From http://www.hp.com/hpinfo/newsroom/press/2012/121120b.html
Although HP’s investigation is ongoing, examples of the accounting improprieties and misrepresentations include:
The mischaracterization of revenue from negative-margin, low-end hardware sales with little or no associated software content as “IDOL product,” and the improper inclusion of such revenue as “license revenue” for purposes of the organic and IDOL growth calculations.
This negative-margin, low-end hardware is estimated to have comprised 10-15% of Autonomy’s revenue.
The use of licensing transactions with value-added resellers to inappropriately accelerate revenue recognition, or worse, create revenue where no end-user customer existed at the time of sale.
This appears to have been a willful effort on behalf of certain former Autonomy employees to inflate the underlying financial metrics of the company in order to mislead investors and potential buyers. These misrepresentations and lack of disclosure severely impacted HP management’s ability to fairly value Autonomy at the time of the deal.
"...a willful effort ... inflate the underlying financial metrics..."
And that is exactly the sort of thing that due dilligence and companies like KPMG are supposed to pick up. HP were conned. and HP were negligent. I have no sympathy.
And, yes, two of the principle clowns have left the circus, but that leaves the whole support act to answer questions.
here is a clue, lads. A thing good that looks too good to be true, is usually too good to be true.
[Big clown icon needed]
Alternatively, isn't it possible that HP, having realized they paid *way* over the odds for Autonomy (as was widely commented at the time) are now looking for a convenient scapegoat? A foreign scapegoat at that.
Either way, HP management don't come out of this well.
"Alternatively, isn't it possible that HP, having realized they paid *way* over the odds for Autonomy (as was widely commented at the time) are now looking for a convenient scapegoat?"
Agree, I think that's it. HP, despite everyone telling them that they were paying multiples of Autonomy's value, seemed to think they were getting a fair price. When they figured out that they had overpaid by $8-9 billion, they told their lawyers and accountants to start working on Autonomy's books to figure out how they could call this massive mistake fraud on Autonomy's part instead of incompetence on HP's part.
Hiring KPMG is negligent! When incompetents hire consultants to do their work then *somebody* will be screwed over - and it will not be the consultants!
This crap happens ALL the time, in banking, within IT and within larger infrastructure projects: Lazy manager hires master consultant, who then in turn hires sub-consultants recursively until the money runs out and a report confirming the opinions and biases management expressed at the first interview. When the project later fails, management blames it on their consultants and generally argues that "they pursued the best advice available", "and no one could possibly have known that ... blah ... blah ... blah" ... golden parachutes and bonuses pops all round while the responsible fails upwards to cozier, more lucrative jobs!
Quote: Hiring KPMG is negligent!
KPMG was hired as an accountant to audit accounts, not as a consultant.
A normal accountant will not pick up a well designed fraud. It takes a different breed - the "forensic accountant". However, people do not hire those unless they have serious expectations to find something.
Very possible, but the point remains, even if Autonomy's books were entirely accurate, HP massively overpaid. 50x forward earnings is insane unless we are talking about some company that is about to take over the world... no one, expect Leo, seemed to have that opinion of Autonomy.
"This negative-margin, low-end hardware is estimated to have comprised 10-15% of Autonomy’s revenue."
1) How did HP not know this if it was 10-15% of their revenues? 2) It is not that uncommon for smaller software companies to resell hardware.
"The use of licensing transactions with value-added resellers to inappropriately accelerate revenue recognition, or worse, create revenue where no end-user customer existed at the time of sale."
Absolutely every software company with a channel does this at times when a PO is in progress. Obviously the VARs are not going to hold the entire value of the licenses indefinitely unless they want hugely expensive Autonomy licenses on their books. Reaching....
Very wise. I have several friends who work or used to work at Autonomy, and the sort of comments I hear about HP are "seagull management", "couldn't organise a piss-up in a brewery" and "no idea what they bought". I've had similar experiences with two different large US corporations. Big US management and small to medium UK software houses don't play together well.
There is a big difference between US and UK companies, and it's really down to culture and how that is not understood by each side. I've seen this a couple of times and it's not pretty.
I suspect that in the Autonomy case there may have been a chance that it would work for HP if they had been left alone for a while and then "integrated" into HP but to have made the changes they did so soon after the purchase it pretty much guaranteed that the people that made it function would walk as soon as they could.
Financial dealings and valuations are often a matter of opinion, in the same way as economists disagree so do accountants because there are no real rules in accounting. Maybe this was dodgy, maybe it was a difference of culture. If I see any fraud squad raids turning up outside Autonomy I'll let you all know.
Icon is for HP, everyone in engineering thought they meant what is now Agilent when they said they were going to concentrate on their core business, but that turned out to be ink manufacture.
>... if ever employed by a company being taken over by ANYONE, run away.
Unless it's purely a parent company level "Marathon is now Snickers" thing you are screwed.
After all, the new owners must be better/smarter/etc than you because they were the ones that took YOU over.
So unless you are a senior CXO at the victim with some golden handcuffs you are automatically at the bottom of the pile in the new organisation.
Classic new CEO move though. Write down absolutely as much as you can get away with blaming on the last guy, then all your future percentage growth numbers look fabulous as they're coming from a much reduced base.
Oh, and make sure your bonuses are paid on those percentage numbers.
Autonomy just paid for Meg's vineyard and a jet for the kids.
That might be an interesting theory had the share price not already dipped 40% under Meg's reign, and that was prior to the 11% it is trading down today alone. She's got to go a long way before she can demonstrate share holder value!
It will be interesting to see the fallout from this for Deloitte's and KPMG. Someone above criticised the use of consultants but that is how these large M&A's are done. Companies don't allow a potential acquirer full access hence the requirement for a 3rd party. The consultants prepare the information for the acquirer to make the decision and in this case HP made a decision based on the information they were presented with. Whether that was a correct decision even based on the fictional information is another matter but the reality is that HP were not presented with an accurate position.
I agree. There are probably two motivations going on:
a) Try to pin the blame on an overpriced acquisition somewhere else and claw some money back.
The auditors' standard defense in all these cases has been "Not our fault. Disclaimers provided along with our fat invoice".
Yes, deals like this are made through auditors. That's reality and won't change. Yes, auditors are sometimes nowhere as clever as their hourly rates would lead you to believe. Maybe this case will again show the need for a better way. Mind you, if you held the auditors' balls in a vise in case of errors, those companies would exit the audit field wholesale and go back to safer activities like writing up spreadsheets to flog CDOs.
Still, shame on KPMG if they messed up that much.
b) Blame ongoing problems on bad old Apotheker. Which is fair enough, as a lot of people questioned a $10B acquisition for a not-widely-known company.
Except that Meg "let's buy Skype" Whitman is hardly one to talk and has yet to prove that HP's board didn't, again, mess up by hiring her.
It's not the auditors job to say you are an idiot for paying $12Bn for this company.
It's the auditors job to say that their sales/costs/profits are what they claimed.
In practice there is bound to be some detail of non-transferable license revenue counted under the non-reccuring monthly account instead of the semi-deprciated (I'm making this shit up) pre-tax forecast .... to allow them to claim that they were misled.
Agree, audits are kind of ridiculous in their very nature. As though some 25 year olds from KPMG or Deliotte are going to go into a complex operation in an industry they likely know nothing about and in a few weeks come out with a complete and accurate audit. It is more marketing for investors than it is any serious assurance. As Lehman, Tyco, Worldcom, Nextel, Enron, AIG, M-L, etc, etc demonstrate, if the company wants to get away with something, they will get away with it at least at the time.
No one relies on what the auditors tell them. If they did, there would be no need for massive M&A deal teams to comb through the books again.
That might be an interesting theory had the share price not already dipped 40% under Meg's reign,
You can play the markit in many ways: I bet the LEAP PUT options on HP have done just Grreat under Meg Whitman.
Some executive bonus packages have a conversion option built into them: When the share price tanks enough the option to buy shares at some time in the, presumably, golden future converts to a multiple of shares @ current price in the, less golden, future.
Indeed it is the consultants who prepare the 'books' on these deals, and it is also true that the acquired will wish to present as rosy a picture as possible to the acquirer so as to maximise shareholder value - like a householder standing in front of a crack when a potential buyer is having a viewing.
Thing is, the potential house buyer should have the intelligence to ask the seller to stand a little to the left so as to check to see if cracks are evident and if they get the bums rush, they should have the backbone and intelligence to walk away.
What this demonstrates is that someone, somewhere, at HP was either too stupid to be making decisions of such magnitude that they should not been allowed to or they were so blinkered at the prospect of an acquisition that they were not checking closely enough for cracks.
In both cases, consultants/Autonomess - 1, HP - 0
I used to work for Autonomy. I have no sympathy for them.
My little article is at:
http://www.usenetreader.co.uk/msg/14181665.aspx
after Autonomy's lawyers bullied me and anyone who supported me to take my article off line. I eventually lost my net access after Autonomy complained to BT, my ISP; they never issued an explanation or apology but still took money from my account. It took years and a letter to the BT chairman before I got a refund.
The article was originally subtitled "Stress Is More Fun" but seems to have got lost; if you read the article, you'll find out what it has this moniker.
Dude,
that makes me glad I left programming and became a Sysadmin. I had a PM like that once back in the mid-90's - he came by every 2-3 hours to ask "How are we doing? Any progress?", and it was on a project where i was supposed to use a seriously buggy "framework" that we had licensed from a 3rd party developer (who apparently liked illicit drugs). I so wanted to give that PM a colon scan with a rabid cat.
The bit about an IT company have lousy *internal* IT support *definitely* rings bells with me.
Being ready to record *any* conversations with "management" may sound paranoid *until* you discover that the person who writes the *minutes* tells the story.
And it may just be complete bul***it.
In retrospect you appear to be the one that got away.
The story you have written up sounds entirely plausible. There are tons of half-competent "promising startup companies" around which exist for the sole purpose of Raking In Cash As Soon As Possible. I worked for a "security" company who were largely amateurs, but they convinved the German stock market to hand them 200 million Euros, only to implode in 2001. Their core competence was a German-written SSL library and some supporting stuff around this.
Autonomy used a different vehicle (AI, search technologies) to rake in the billions of a different stupid entity (HP). Managers were apparently either incompetent or evil. Sounds very, very realistic to me.
You accepted the pressure from your incapable manager and let it damage your health. That happens all the time to programmers all over the world. That was a mistake of you. You should have quit yourself or at least have taken a very cynical attitude like "they are idiots, I'll ignore their demands and wait until they fire me". I've been fired more than once and I generally take the view that the other party are either idiots or they are looking for a different person. I will NEVER accept that my person or my skills are defective. I know that acquiring my skills is as challenging and time-consuimg as becoming an experienced phyisician or a lawyer.
So I say to myself "fuck you" and move on. I consciously do this to protect myself. I make a mental list of my achievements and a list of their deficiencies. I refuse to indulge in my "weaknesses".
So - never ever take the workplace $hit very seriously. It's an idiot's circus and you only play part of it because of the money. Join a different show if you are unhappy.
Never, ever eat the management excrement of "you have serious problems" (whatever words they use to communicate that). This is the beginning of a serious health problem.
Successful people are almost always cynics. Every one of us has made serious mistakes, and the "elite" are making mistakes on grand scales. They "move" on and forget about the past. So should you. Put the whole crap experience in a dark mental drawer and try to forget it thoroughly.
Beer works to some degree, but as you found out, at some point it is a part of the problem.
So, move to the next job as if nothing has happend (You probably have). Lie about Autonomy. Remove it completely from your resume, if somehow doable. American presidents start wars based on lies, why shouldn't you get a new job based on a little "correction" of what really happened.
doesn't work for me...
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It's the b***ard child of the union of Hewlett Packard with DEC and the infection that was Compaq.
An acquisitive company whose most recent "innovation" being to produce printer cartridges with a 25% failure rate preventing re-fills and frankly s**t build quality.
The real question will be with KPMG. Where the books badly cooked and KPMG too incompetent to spot them or the fraud too carefully carried out IE it was *carefully* set up and quite deliberate.
They sound like a matching pair of a***holes.
@Frank the Developer
I have removed Autonomy from my resume/CV. For all the good it did. I haven't had a job since then, and with me passing my 40th year, the chance of me being hired in any role, not just in IT, is minimal. The people I say "fuck you" are to the people I have approached for help since then. My wife works for a bank and earns slightly above the minimal national wage, and because of this, we aren't eligible for a host of benefits, like working tax credits. We used to get a £3 reduction in our council tax (out of about £130 - an insult), our housing benefit has been cut back, I get no JSA because I left my last job rather than be made redundant. It got so bad that I contacted my local MP, Andrew Lansley and he was full of plattitudes and engineered a two hour long phone conversation with the local job centre (result: "We're sorry but we can't help") and then Lansley turned his back on us when I asked him if he knew of any avenues or opportunities (having applied for hundreds of jobs, and hardly ever got a reply back, I was desperate to try any new venture that might reap dividends.) If it wasn't for my pensioner parents, who help us with the balance of our rent each month (and I feel f**king guilty for them helping us) we'd be living on the street. And no-one in officialdom gives a shit. We are just "statistics."
Anyway, back to the discussion.
I too have had really shite jobs where I was screwed over by management. However when I go for interviews I do NOT say "at company A I left because they screwed me", I talk around things like work/life balance wasn't OK due to other factors in my life at that time, or that I felt there weren't enough progression opportunities etc - slagging down your previous employer is a sure fire way to NOT be selected for a job.
I am well into my 50s rather than your "over 40" yet I still manage to get good contracts; I've even been offered interviews for permanent jobs, despite the fact you seem to think that over 40 = over the hill most employers don't any more. If you have a half decent working record and you aren't getting interviews, either your CV needs re-writing or you've overpriced yourself for the current market. If you are getting plenty of interviews & no jobs after a long time, then consider what you are or aren't saying at interview that is putting people off.
Yeah, it's very difficult to get a job again after such a crisis and after being out of work for several years.
You have to find a way to "conceal" all of that when you get the next interview. I suggest you call the time after Autonomy "working as a freelancer". Of course, you have to somehow fill that with a list of projects you did then. Not easy, but doable.
Why don't you start to contribute to on an open-source project ? That way you "refresh"/"maintain" your coding skills and you get a proper bullet point for your resume. Then claim to have done "consulting" work related to that open-source project in the past. It will take some time, but eventually your will get over this episode.
You apparently have a loving wife and it appears to me you are an experienced developer. Now start to be smart about your career and yes, fiddle a bit with your resume. Weave truth and half-truths in to a shiny fabric to get a job again. And for Spaghetti-monster's sake, forget that crap company.
Other people have defrauded people to the millions and they are now living a nice life on that money. Yeah, I am referring to that German "security" company. The bosses cashed in "performance-based" stock option while the company was deep in the red and shortly before it imploded. So, you need to be economical with the truth to survive in this world.
"Now start to be smart about your career and yes, fiddle a bit with your resume. Weave truth and half-truths in to a shiny fabric to get a job again"
Maybe try putting down your years out of work to "career break for personal reasons" and if asked about it in interview lie, lie & lie! If kids are the right sort of age, say you looked after them while your wife worked, if your parents/grandparents are dead the time off was to look after them etc.
I wouldn't normally advocate lying, but unfortunately it seems everyone does it these days when it comes to CVs & interviews, do you really think anyone else in your position hasn't lied to cover a gap?
From the terms of use of a popular auction site:
You accept <your_new_company> "as-is" and choose to use it at your own risk. Despite the prohibitions below, <your_new_company> may contain inaccurate, inappropriate or possibly offensive material, and we assume no responsibility or liability for such material.
To the extent legally permitted we expressly disclaim all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute. We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of <your_new_company> even if you advise us or we could reasonably foresee the possibility of any such damage occurring. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Despite the previous paragraph, if we are found to be liable, our liability to you or any third party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) is limited to fifty US dollars ($50).
It's a start.
Was it for cutting edge computing textbooks which (perhaps) *demanded* in depth developer knowledge to catch errors due to their highly advanced cutting edge subject matter?
Despite my comment to another poster that it was time "they bought a gimp suit, as they seemed to be exactly where they deserved" I'd prefer to see people achieve all they are capable of rather than all they have been *allowed* to.
The idea of an open source project sounds pretty good. It's the equivalent of working in a charity shop for IT staff, except it's actually *useful*, gives recent live experience, positive recommendations from co-developers (*provided* you select the right project) who actually *understand* development, demonstrated you can work to deadlines etc.
You might also like to peruse Dominic Connors articles on the recruitment business. I was once told that anyone can put you down, but only you can *keep* you down. Something to think about.
Doesn't having found then lost (through the fixed term contract ending) another job since Autonomy get you some JSA eligibility again, since you're no longer 'voluntarily' unemployed?
Sounds like a lousy place to work, I hope you find something soon!
As for the overpriced ink emporium, I don't have a lot of sympathy: they seem to be all lawyered up to compensate for their inability to compete any more. Lousy printers that drink ink, plugging Itanic (and shacking NonStop to it when they killed off Alpha to make Intel happy), buying then killing Palm ... all they have going for them lately is some nice budget desktop PCs (got a few at work) - the business line they tried to kill/sell. Do they have a death wish, or just really really lousy management?
Of course, Autonomy WAS worth $5 billion more when HP bought it ... but they of all people should have known, that was before it ran out of ink!
HP used to be a great company but the lack of trust in their employees - shown by never selecting the next leader from the internal pool - is a sound indicator of an unhealthy firm. Let's remember that the current CEO also approved this acquisition therefore falls in the same boat of utmost incompetence that prevails in their Board. The only way they can turn things around is by selecting a tech visionary which I am sure exists in an IT company with 300,000 people in its paycheck. I have no affiliation to HP but some of my friends work there and when they talk about their technology you can see passion and dedication, and that for me is hard to bring from the outside.
IBM does it slightly different - they think they can move any "expensive"/"non-sales" activity to India.
The result is crap quality and even the order management system appears to be defunct half of the time.
Meanwhile Google and Apple shell out serious money for excellent developers in America and Europe. See who is successful.
Well, it's a pretty big step to refer a claim to the authorities. There must be something there because otherwise the impact on the credibility of (an already heavily criticised) HP leadership team will be catastrophic. But, it has to be said that HP have an appalling record of integrating large acquisitions into the company.
Indeed it is the consultants who prepare the 'books' on these deals, and it is also true that the acquired will wish to present as rosy a picture as possible to the acquirer so as to maximise shareholder value - like a householder standing in front of a crack when a potential buyer is having a viewing.
Thing is, the potential house buyer should have the intelligence to ask the seller to stand a little to the left so as to check to see if cracks are evident and if they get the bums rush, they should have the backbone and intelligence to walk away.
What this demonstrates is that someone, somewhere, at HP was either too stupid to be making decisions of such magnitude that they should not have been allowed to or they were so blinkered at the prospect of an acquisition that they were not checking closely enough for cracks.
In both cases, consultants/Autonomess - 1, HP - 0
Given the long succession of HP CEOs (including Ms. Whitman) and board members who have railed against government regulation I think this would be the perfect opportunity for the US government to tell HP to go pound sand on their request for government action here. There IS precendent for this, of course. No one was prosecuted for the financial meltdown of 2008, it was all about "moving on", and "going forward". Same here. If HP's shareholders want to take the obviously seriously overdue step of sweeping out the present board and executives, then that's up to them -- but I'm not sure I want my tax dollars to go towards cleaning up a mess that they all made through their own negligence and refusal to acknowledge reality (as others have pointed out the numbers in this deal never made any sense, a moderately intelligent child could have figured out they were being defrauded -- more proof that most of those complaining now are just a bunch of not-too-bright spoilt children after all).
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