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HP Autonomy. When You Need Forensic Accounting For Enterprise Software, Who Ya Gonna Call? November 22, 2012

Posted by Bernard Lunn in capital markets, Corporate Strategy, Deal-making, Enterprise Sales.
Tags: , , ,

Wow, what a story! It makes me wish I was till writing the Enterprise Channel for Read Write Web. It is a fascinating story because how you see it depends on where you sit. This story sits at the intersection of accounting, software technology, enterprise sales and business strategy. I have sat at all those intersections.

The best Forensic Accountants usually make money from their skills by shorting stock. Folks like Jim Chanos who spotted problems at Autonomy don’t need to know a lot about running an enterprise software company to know that when cash flow is way less than profits, something good is not up. They look for simple signals such as high receivables and low deferred revenue. You don’t need years of running an enterprise software business to know that those signals are worrisome (or exciting if you make your money shorting).  Of course if, like Larry Ellison, you have years of running an enterprise software business and had your own issues with revenue recognition, you will quickly come to a conclusion that the price being asked for Autonomy was too high.

Why did the massive number of highly paid accountants and lawyers from fancy firms not read those same signals? I am sure they asked a few questions around this but got snowed by the replies. That is when they should have got advice from a grizzled veteran of running an enterprise software sales team who has seen every technique for boosting revenue at the end of a quarter or year (channel stuffing deals, deals done on the 35th of the month, bundling deals with disguised discounts – the gaming ingenuity is endless). Then you need an accountant who has a passion for understanding the nuances of IFRS and GAAP accounting standards as they relate to revenue recognition (yes, they do exist, a quick bit of online searching will surface them and I am sure they can use a consulting gig).

Parsing through the “he said, she said” stories, my guess is there was something wrong in the accounts, something that was either aggressive accounting or fraud (I will let the lawyers parse that one as I am sure they are doing) but nothing even close to enough to justify the $5bn that HP is claiming. HP needs to decide whether they are a consumer company or an enterprise company. The Autonomy acquisition was part of a strategy to ditch the PC and the consumer business and emulate the IBM turnaround under Lou Gerstner. HP clearly wanted to do the deal, knew they were over-paying and were OK with that as part of a broader strategy. If HP had stuck with that strategy and executed well, the price paid for Autonomy would be a footnote in history.

It looks like Meg Whitman leans to the HP as a consumer tech company strategy. That fits her eBay past and the prevailing fashion in Silicon Valley. She may execute brilliantly on that. What clearly does not work is marching determinedly north (enterprise) and then a little later marching determinedly south (consumer). The HP Board is rightly getting a lot of flak for this kind of flip flopping that destroys value really fast. Nor will a fudged strategy work (“a little bit of his and a little bit of that with chocolate sprinkles on top”). Focus matters. Strategy means clarity. “Which direction do we go, Sir?”

Looking at this from a modern software perspective, this mess adds to the move from perpetual licensing to subscriptions and transactional revenue models. These new models simply don’t lead to the same frantic “must hit the numbers this quarter by bringing in that sale NOW and maximising every $ on that sale”. Subs and trans revenue is fairly stable and predictable. Nor do subs and trans models leave as much room for gaming. I suspect the Boards of enterprise software companies that still rely on perpetual licensing will be debating this subject more vigorously than before the HP Autonomy story broke.



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