It will happen again

Chetan Shah

HP’s Autonomy acquisition has spawned dozens of media reports investigating possible technical, financial and managerial reasons for the deal’s debacle ever since HP announced last month that it was treating $8.8 billion as money lost, out of the original price of $11 billion it paid.

Leading investor blogs, tech experts and financial papers in the US and the UK, where the acquirer and the target respectively belong, have discussed quite insightfully the micro issues of the deal.

But surprisingly no one seems to question what I call the soft issues of this deal - the people and the culture responsible for this loss. Who are the company executives empowered with such decision making? What drives them to decide in one way or the other while dealing with billions of dollars of people’s money? What about the globally awed financial institutions who bring these deals to the executives, advise whether to buy and how much to pay, and often lend their money to make things happen? How do accountants deal with tricky situations where they are expected to know the subject and report the truth?

My big ticket M&A experience is that when such deals are cooking, everyone involved loves the deal to go through and share in the glory and the excitement. Of course there are always a few boring old Board members and executives who question the price and/or the rationale of large acquisitions i.e. before the deals are closed. May be they are too conservative or they lack vision or they have nothing to gain from the deal. Or simply they are wise as seen in hindsight!

Since shareholders and decision makers are unwilling or too deeply conflicted to debate the uncomfortable fundamental issues such as (1) the cult of ‘wealth creation’ sans cash flows i.e. through enhancement of market capitalization, (2) compulsion for constant profit growth and (3) personal heroics targeted at job continuity and bonuses as a reward for the former two, I believe that American corporations will continue to lose billions of dollars on such deals.

Let’s look at some of these basic issues for the Autonomy acquisition.

Selling shares worth more than selling wares!

When HP acquired Autonomy for cash, the latter had a market value of $6.7 billion or just 61% of the price paid. Six months before the deal, its market value was approx. 50% of the deal value. In other words HP was paying almost double of what the stock market was valuing Autonomy before the beginning of the deal discussions with probable buyers such as HP and Oracle. By the way only a year ago Oracle described a price tag of $6 billion as outrageous as it walked off a possible purchase.

Path breaking moves require unusual means, so we will not delve in to the reasonability of Autonomy’s price tag, which was supported – as in any closed deal - by both the buyer and the seller and advisors on both the sides. We know that tech companies and other new age businesses are often acquired for several times their revenue or asset size and may be hundreds of times their cash flows or profit.

Few leading tech companies start in a garage like HP did in 1939. HP started as a remarkable instrumentation maker, which business, still solid, was spun off to create Agilent in 1999. On the way to its now shadowed greatness, HP did create billions of dollars in actual cash flow, leading to tangible wealth. Microsoft and Oracle continue to do so, even if they may not have retained a leading edge at all times.

But not every tech company, Autonomy included needs to generate actual cash to be worth billions. These latter companies create wealth by promising future growth to innovation-starved behemoths like HP and Microsoft, which constantly seek quick-fix solutions to keep their technology and market share sharp. These potential acquisition targets are valued on the stock market as well as in the buy-out market often on the hope that someone would eventually turn up to buy these at prices much higher than their visible cash over next 15-20 years!

This way Autonomy created its, in my view, ‘terminal’ wealth of $11 billion for its shareholder by selling out to HP. However, the wealth it could create by selling its wares was but a minute fraction of this amount that it created by selling shares.  Sadly, Autonomy itself achieved its over 50% compounded revenue growth from acquisitions rather than organic growth. To put it differently, the 1996 born Autonomy did not create any substantial cash box wealth…neither in its original avatar nor in the hands of its foster father HP!

Of course, we must exclude Autonomy’s co-founder Mike Lynch from this discussion of phoney wealth creation, as he pocketed a real $800 million from the sale.

The growth compulsion leading to loss of real wealth

Bill Hewlett and Dave Packard’s HP was a different animal than what it has been in the hands of Carly Fiorina, CEO 1999-2005 and creator of HP-Compaq combination in 2001, and her successors.

Recognized by Wired magazine as the world’s first producer of mass produced PC, HP was the maker of the first hand held scientific calculator and the first inkjet and laser printers. However, these firsts stopped happening in the 1990s and that logically started the age of lacklustre growth desired to be remedied by numerous acquisitions. This was different from how Bill Hewlett explained the HP Way, “…the company exists to make technical contributions for the advancement and welfare of humanity.”

In recent years HP has received the punishment for being a part of the tech world where high growth companies even with cash flow-untested business models are valued several times more than staid old companies with large but low growth cash flows.

HP reacted by being a serial acquirer chasing the growth of its more glorious peers. Interestingly, between 2002 and 2007, it made over 40 acquisitions (its lifetime score exceeds 110!) moving it away from hardware and imaging devices and more towards software and applications, but only a couple of these were multi-billion dollar deals. However since 2008, HP’s strategy changed visibly, pushing it to over 20 acquisitions, but with six deals worth a billion dollars or more, such as EDS, Palm, 3Com and Autonomy. 

With big acquisitions, came big write offs. While it received fame for writing down $8.8 billion on Autonomy acquisition, prior to doing so, in 2012 itself it wrote down $8 billion (i.e. 57% of the value) on its 2008 acquisition of Electronic Data System (EDS) for which it paid $13.9 billion! In 2010, it wrote off the 100% value of Palm, the PDA maker, which it bought in 2008 for $1.2 billion. 

Its lacklustre organic growth spiked by acquisitions has designed its share price chart in to a zigzag, oscillating from $20 in 2002 to a high of $54 in 2007, back to $25 in 2009, going up to $54 in 2010, finally succumbing to $12 post Autonomy.

In summary, every time HP bought a company worth over $10 billion, it lost more in market capitalization than the price of its target! Sadly the same high growth targets that created wealth for their selling shareholders could not repeat the act for HP.

By the way, Bill Hewlett also said, “We did not want to run a hire and fire operation…” Its CEO just announced that 27,000 or over 7% of its employees would be fired in 2012.

Analysts - top ranked, but not good enough

Over 20 tech analysts, including some top ranked, covered Autonomy, a listed company prior to its acquisition. However, the analyst community by and large could not or did not see that Autonomy’s revenue growth was to an extent supported by hardware sales, misrepresented as software sales. They did not see that much of such sales were not cash flow generating, but creative accounting made it look profitable by taking some direct expenses below the operating profit line. Further, billings to resellers were treated as revenue even if resellers could not push the products down to end customers literally requiring revenue reversal. Analysts did not spot that or the fact that invoices on long term contracts were treated as revenue while these should have been recorded as revenue deferred over the several year life of the contracts.

Only a couple of analysts ever recommended ‘sell’ or raised questions on Autonomy’s financials or business model. Daud Khan of JPMorgan Cazenove was one and he was reported to have been banned by Autonomy from analyst meetings for almost a year. On rare occasions, it was Mike Lynch, CEO, and not as usual company’s CFO, who emailed responses to accounting queries.

It would be quite a revelation to know the true answer to the question as to why over 90% of the analysts following the stock did not question or suspect Autonomy’s reported performance. There could be several answers, but pessimists might say that institutional investing and stock broking community makes money from stocks doing well, not by making stocks go bust!

Brittleness of the big institutions

HP management has accused Autonomy’s founder Mike Lynch of wrong doings. In the wake of this, Lynch’s opinion last month of his bankers and accountants to whom he must have paid millions of dollars in fees, and of HP management, who made him a billionaire as a result of the buy-out, was telling.

He said, “HP did due diligence on the same with hundreds of people involved and then ran the business for a year. You’d have to be pretty incompetent not to spot something like this for a year.”

Consider who he is talking about. On the face of it he is talking about KPMG, HP’s financial due diligence adviser, but indirectly he is also damning Perella Weinberg and Barclays – HP’s investment bankers, who blessed the deal at a value which relied seemingly unquestioningly on KPMG’s due diligence report.

On the other hand Meg Whitman has reported the case for a fraud investigation with SEC and the UK’s Serious Fraud Office, thereby blaming not only Autonomy’s management headed by Lynch, but also its auditor Deloitte and Frank Quattrone, the leading technology deal maker who presented Autonomy to be worth the price, as well as her own ex-CEO Apotheker. It will be silly for the five bulge bracket banks, which joined the party on Autonomy’s side, namely Goldman Sachs, UBS, Citibank, JPMorgan and Bank of America, to believe that they would remain untouched of the muck.

HP has now appointed PwC as forensic auditor to get to the root of the matter and report on the details of Autonomy’s misrepresentations.

This will not be the last time someone would question the validity of the practice of paying the deal makers largely for closed deals rather than for good advice irrespective of whether the deal closed. This will also not be the last time people would wonder what makes accountants fail to detect or become party to the most gigantic financial misrepresentations.

Perfect resumes, flawed wisdom

And finally the people, who are at the forefront of Autonomy deal. The brief biographies here are just by way of relevant examples, while the capitalism of quarterly financials and YOY stock values is certain to feature dozens of such resumes!

Autonomy’s founder Mike Lynch OBE, graduated from Christ’s College, Cambridge in natural sciences and electrical sciences. Later he completed PhD in signal processing and communications research at the University of Cambridge and followed it up with a research fellowship in adaptive pattern recognition. The bright 1965 born engineer went on to design Lynex, the first ever sampler for the Atari ST, followed by the ADAS sampler for Atari and Mac. His innovations spanned audio products, computer based finger print recognition and IDOL, which enabled conceptual harnessing of unstructured data such as emails, images, audio and video data. In 2000, Time magazine called him one of the 25 most influential technology people in Europe.

An aging HP leadership team with 1953 born Leo Apotheker at the helm, in theory, could not have asked for a better resume to acquire and retain when buying out Autonomy.

Yet, in its last month’s announcement, HP squarely blamed Lynch and his management for financial misstatements concerning revenue growth and profitability as well as misrepresentation of the business mix, leading to $8.8 billion written off Autonomy’s value. He continues to be advisor to the British Prime Minister in the area of science policy.

Apotheker himself had a prominent 22 year career at SAP, rising to the position of its co-CEO before joining HP in 2010. A fluent speaker of five languages, his lifetime work at enterprise solutions made him the most qualified evaluator of Autonomy, dubbed ‘a global leader in infrastructure software for the enterprise’ in HP’s deal announcement of August 2011.

Yet, he failed to see through the holes in Autonomy’s business model and as a result lost his job to Meg Whitman (b. 1957). Whitman, a billionaire and among the richest women in the US, also sports top class academics -  BA in economics from Princeton University and MBA, Harvard Business School.

She is associated with big numbers – in 2007, she donated $30 million to Princeton University, spent $144 million of her own money in 2010 to unsuccessfully run for governor of California and bought Skype for $4.1 billion in 2005 for eBay, eventually to be sold at $2.75 billion in 2009 to the firm of Marc Andreessen (see below), a year after her departure from eBay.

However, her biggest achievement is leading eBay a $4 million revenue company in 1998 when she took over as CEO, to the revenues of $8 billion and over 15,000 employees in 10 years. With earlier stints at P&G and Hasbro’s Playschool division, she understood the marketing side of both brick and mortar and tech businesses.

Yet, as HP’s board member, she did vote in favour of buying Autonomy.

Marc Andreessen (b. 1971) is fittingly a star member of the board of HP, a company recognized as the symbolic founder of Silicon Valley. Just like Mike Lynch, he sold his software company Opsware to HP in 2007 for $1.6 billion (but no hiccups here) before joining the HP board.

Andreessen has a degree in computer science from the University of Illinois at Urbana Champaign. While at the university, he co-authored Mosaic, the first widely used web browser, which led to his co-founding Netscape Communications Corp.

He also co-founded Andreessen Horowitz, a tech venture capital firm. Among his hugely successful investments are Facebook and eBay, where he is also a board member and Twitter, Groupon, LinkedIn and Zynga. He is a master at the game of innovating and spotting big time innovations that would later grow into real businesses worth billions of dollars in the IPO or the buy-out market. In 1999, MIT Technology Review named him one of the world’s top 100 innovators under the age of 35.

At age 24, his creation Netscape had a successful IPO and at 28 i.e. in 1999, he sold Netscape to AOL for $4.2 billion. In 2009, his firm acquired a majority stake in Skype for $2.75 billion and in less than two years Microsoft bought Skype for $8.5 billion.

Yet when it came to one of the biggest investments in HP’s history, as director, Andreessen voted in favour of what would be called tech world’s biggest reported fraud, now investigated by the UK’s Serious Fraud Office.

Finally, HP’s CFO Catherine Lesjak, holder of a degree in biology from Stanford University and MBA, University of California, Berkeley. One of the most powerful women executives in the US, she has been with HP for over 17 years and is in charge of HP’s finance, treasury, tax, controls and real estate. In the past she directly managed HP’s finances of enterprise solutions and software business units.

Yet when it came to advising her CEO and board on Autonomy’s finances, the storied CFO did not seem to have raised some obvious and pertinent questions.

What explains this galaxy of bright stars playing blind when it comes to investing shareholders’ money? Mind you – today’s stringent accounting standards requires write downs on almost every buyout, but Autonomy is hardly a case of underperforming business, a routine and acceptable phenomenon. It is a case of misrepresentation and fraud supposedly perpetrated by a brilliant techie Mike Lynch over a collection of even brighter stars consisting of a financial wizard, one of the world’s most successful innovators and investors and several grey haired corporate and financial services titans.

Well then, let’s wait until the next headline. But in the meantime, feel free to invest in high risk high reward takeover targets until things change, which seems unlikely in foreseeable future.


December 2012

Category :- English Bazaar Patrika / Features

Gandhi’s faithful dissenter


Chakravarti Rajagopalachari was a man of books, both as an attentive reader and a writer of masterpieces. But it was in the writing of letters that he spent the largest part of his affair with pen and ink. He seemed to enjoy both the substance and the form of correspondence, with brief letters drawing the best from the effervescence of his wit and the longer ones, from the ripeness of his wisdom. When those two talents of his — wit and wisdom — combined and drew from the dictionary of trenchant words, we got what may be called ‘vintage CR.’

If Mohandas Karamchand Gandhi had an addiction, it was to the same universe of written communication. Few have written letters as prodigiously as Gandhi, fewer with his thrift, cogency and clarity, his letters remaining, mostly, straight-laced and serious, but sometimes bursting into a laugh. There were days when Gandhi did not eat, when he did not speak. Scarce was the day when he did not write a letter.
CR and Gandhi shared about thirty years of colleagueship, hardship and friendship. Letters or post-cards written on handmade paper and posted from different locations and also from wayside railway stations sustained the association no less than time spent together.
Even when most other limbs of British India, ‘polluted’ by the imperialist ego, were boycotted by Congress, the postal system was not. It was not only not disassociated from but actively patronised by these eminent rebels. Legislatures were to be shunned, law courts abjured, colleges and schools run by the government declared noxious and out of bounds for the patriotic, but not so the post offices of the Raj, and its systems of collection and delivery.
From 1919 until Gandhi’s assassination in 1948, postal correspondence linked CR to his leader. During these three decades CR was based in India’s south — either in Madras or in his ashram at Tiruchengodu, in the parched part of Madras Presidency’s Salem district. And Gandhi was wherever his two feet and a million concerns carried him, restless and composed, agitated and at peace, ever giving and ever demanding of trust. Not for nothing did he get to be known as Gandhi’s southern warrior, his foe-harrier, flag-carrier. And by some, as a barrier between them and the Mahatma, a wall that Gandhi leaned on for support and as a protective guard for his own spiritual sustenance.
The letters to Gandhi are of value as the intellectual and never un-emotional outreach of Gandhi’s ‘conscience-keeper,’ as the Mahatma more than once referred to CR. They are also a cardiograph of the national struggle for freedom and for social reform, as recorded on the sensitive disc of CR’s observations.
‘Come back,’ CR writes to the Mahatma on June 16, 1920, ‘and give us life.’
Is that a prayer or an admonition? Counsel or a subtle warning? Is it an individual’s appeal or a collective pleading? Perhaps the words are a blend of all that and more. I believe they are written by one whose faith in his leader did not indemnify the object of his faith from misjudgements, error or even folly. Can faith be judgmental? The writer addresses Gandhi, as ‘Master.’ Can one admonish one’s Master? Not usually. But then CR is not ‘usual.’
CR was never ‘usual.’
CR’s last letter to Gandhi is what might be called ‘official.’ It is indeed on an official matter, pertaining to his Ministry, sent by 67-year-old CR, as Minister in the interim government of free India in charge of the department of Industries and Supplies, on official letter paper, to the Father of the Nation. Though addressed, like the others, to ‘My dear Bapu,’ it is signed as CR would sign all official letters, in full — ‘C. Rajagopalachari.’ And, as is only to be expected from the unusual in CR, it demurs. CR declines to place 1900 bales of yarn per month at the disposal of a non-government agency for distribution in Noakhali on the ground that only the Bengal government could and should distribute yarn, then a commodity in short supply.
Noakhali, as we know, was the scene of a millennial intervention by the Mahatma on the eve of the partition of India, following brutal communal riots. Life in Noakhali was ravaged beyond recognition. As part of a process of healing and restoration, it would seem that Gandhi wanted to have (non-khadi, ‘mill’) yarn placed at Noakhali’s disposal for providing weaving and wage-earning opportunities to the affected people there. The idea was that a non-governmental agency would distribute the yarn on a monthly basis. But, no, the Minister did not agree with the Mahatma. Procedures were procedures. Officially procured yarn was to be officially, not non-officially, distributed. And then in the quantities that were feasible, according to the government’s calculations, not Gandhi’s. There is nothing to show that the Mahatma pressed the point.
The nearly eighty communications that pass between the first and the last reflect the same unusual nature of their relationship, where respect is given, affection lavished, but nothing taken for granted except the genuineness of the equation, its truth, its faith. They show CR as the faithful dissenter or the dissenting faithful.
That is where a certain grace informs CR’s contrariness. It can sound weary, sad. It does not sound affronted or disoriented by defeat. The strength of CR’s intellection lay in its being exempt from two drawbacks: an eagerness to win an argument and fear of losing it. He seemed to find a careful exposition, a subtle elaboration, a syntactically apposite formulation laced with unexpected turns of humour to be sufficient unto the purpose.
He was unabashedly God-minded and pious, placing his talents and his time very consciously on the altar of reverential belief. He wrote on Scripture as a sacrament, on politics as a duty, on social issues as an obligation. He wrote on Gandhi as Ananda would on the Tathagata or Mark, Mathew, Paul and Luke would on the Prince of Nazareth.
CR was designed to leave a mark on the stage of endeavour, not on the stage of achievement. His achievement was his endeavour, as a freedom fighter, as a public intellectual, as an opinion-maker, and as a statesman in high office and outside it.
Who or what was the ‘essential CR’?
CR was pious, he was not pietist. He was religious, not religiose. He was traditional, not orthodox. He could rebel, but not dally with heterodoxy. He prized intelligence but did not pickle his brains in the vinegar of cleverness. He was accepting of what Time served him, not servile before its buffetings.
CR’s last recorded words in hospital, as life ebbed away from his 94-year-old frame on December 25, 1972, were “I am happy.” These were said by a man who rescued happiness from the debris of disappointments and faith from shattered dreams. Contradictory? Of course, yes. But then what else could be expected from that most unusual man?
(Excerpted by Gopalkrishna Gandhi, former West Bengal Governor, from his foreword to the book My Dear Bapu. Today is the 40th death anniversary of C. Rajagopalachari).

(courtesy : "The Hindu", 25.12.2012)

Category :- English Bazaar Patrika / Sketches