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Autonomy Corporation plc Announces Results for the Second Quarter and Six Months Ended June 30, 2009

 
 

Record Quarterly and Half Year Results With Strong Organic Growth; Highest Revenues and Profits in Autonomy's History; Q2 Revenues Up 55%; Q2 Profit Before Tax (Adjusted)* Up 76% to $89.6 Million; EPS (Diluted and Undiluted) Ahead of Expectations

CAMBRIDGE, England, July 16 /PRNewswire-FirstCall/ --

- Autonomy's second quarter conference call will be available live at http://www.autonomy.com on July 16, 2009, at 9:30 a.m. BST/4:30 a.m. EST/1:30 a.m. PST.

Autonomy Corporation plc (LSE: AU. or AU.L), a global leader in infrastructure software, today reported financial results for the second quarter and six months ended June 30, 2009.

    Financial Highlights

                                         Three Months Ended  Six Months Ended
                                         (unaudited)         (unaudited)
                                         June 30,  June 30, June 30, June 30,
                                            2009      2008     2009     2008
    Results in US$ ($'000s except per
    share)                                 $'000     $'000    $'000    $'000
    Revenues                             195,192   125,649  324,971  230,737
    Gross profit (adjusted)*             171,564   114,287  288,554  207,751
    Gross profit margin (adjusted)*           88%       91%      89%      90%
    Profit from operations (adjusted)*    92,172    50,382  150,228   81,451
    Profit before tax (adjusted)*         89,583    50,778  147,758   81,914
    Net profit (adjusted)*                63,571    35,372  103,749   57,056

    Gross profit (IFRS)                  156,459   109,170  268,095  197,354
    Gross profit margin (IFRS)                80%       87%      82%      86%
    Profit from operations (IFRS)         74,366    43,867  124,665   68,103
    Profit before tax (IFRS)              71,692    43,742  121,669   67,355
    Net profit (IFRS)                     50,875    30,471   85,391   46,916

    EPS
    - basic (adjusted)*                   $ 0.27     $0.17   $ 0.44    $0.27
    - diluted (adjusted)*                 $ 0.26     $0.16   $ 0.43    $0.26
    - basic (IFRS)                        $ 0.21     $0.14   $ 0.36    $0.22
    - diluted (IFRS)                      $ 0.21     $0.14   $ 0.36    $0.22

* Adjusted results exclude the share of loss of associates, post-acquisition restructuring costs and non-cash charges, namely the amortization of purchased intangibles, share-based compensation and non-cash translational foreign exchange gains and losses and associated tax effects. See reconciliations on page 6.

    Quarterly Report and Interim Management Statement

    Second Quarter 2009 Highlights

    - Strong adoption of next generation combined Autonomy and Interwoven
      technologies

    - Record revenues, up 55% from Q2 2008 including strong organic growth
      and full quarter post-Interwoven integration

    - Fully diluted EPS (adj.) of $0.26, up 61% from Q2'08

    - Integration of Interwoven essentially complete

    - Interwoven support and maintenance renewal rates resume strong levels
      after acquisition disruption, leading to predicted deferred revenue
     levels

    - Very strong cash collection and conversion; Q2 cash conversion of 104%,
      LTM conversion of 92%

    - Strong organic IDOL growth of 18%

    - Operational gearing sees operating margins (adj.) at Q2 record of 47%,
      up from 40% in Q2 2008

    - Cash balances hit $190.0 million in quarter, enabling optional early
      repayment of Barclays' loan of $37.5 million; cash balance at $152.5
      million at quarter-end following early repayment

    - Record profit before tax (IFRS), up 64% from Q2 2008

    - 25th consecutive quarter of year-on-year growth

    - FX changes gave approximately 2% headwind on revenue

    - Average selling price for meaning-based technologies at $400,000 (Q2
      2008: $397,000)

    - Autonomy now offers powerful analytics capability in social media
      environments such as Twitter, YouTube and Facebook

    - Blue chip second quarter wins include Barclays Bank, Burgess Salmon,
      Commerzbank, Aiken Gump, Standard Chartered Bank, Tesco, Shell, Novell,
      Kaiser Foundation, AT&T, Morgan Stanley, Johnson & Johnson, EDF,
      Wolters Kluwer, General Electric, Banco do Brasil, Bayer, Deloitte and
      eBay, as well as significant deals with multiple government, defence
      and intelligence agencies around the globe including in the U.S., U.K.,
      Singapore, Croatia, Malaysia and Japan.

    - 12 OEM deals signed including new deals and extensions with Cisco, CCI,
      VMS and Siemens

    - Positive cash flow generated from operations of $65.4 million (Q2 2008:
      $36.1 million)

    - Gross margins (adjusted) at 88% (Q2 2008: 91%), at expected levels
      following Interwoven acquisition

    - DSOs at 89 days for Q2 2009 (Q1 2009: 88 days)

    - Deferred revenue at record levels of $170.2 million, sharply up
      year-on-year and up from Q1 2009

    Six Month 2009 Highlights

    - Record six months revenues, up 41% from 2008 driven by strong organic
      growth and contribution from acquisitions

    - Announced and completed Interwoven acquisition

    - Record profit from operations (adjusted) up 84% from 2008

    - Record profit before tax (IFRS), up 81% from 2008

    - Gross margins (adjusted) at 89%

    - Positive cash flow generated from operations of $116.5 million (2008:
      $61.2 million), up 90%

Commenting on the results, Dr. Mike Lynch, Group CEO of Autonomy said today: "We are pleased to announce another strong set of quarterly results, with strong revenue, profit growth and cash collection, and performance by Interwoven in line with expectations, and with our backlog increasing slightly. During the quarter top line revenues, operating profits, bottom line profit before tax, EPS and deferred revenue all increased significantly, resulting in continued strong cash generation enabling the early repayment of outstanding debt. Autonomy's performance was delivered despite the continued uncertain economic environment and the considerable integration work around the Interwoven acquisition, which is now essentially complete."

Dr. Lynch concluded, "Despite the continued uncertainty in the markets, we remain cautiously optimistic. We are seeing, for example with our recent significant legal hold license deal, the second of the three waves of regulatory technology investment. With the restructuring of the Interwoven business, we expect both Interwoven and Autonomy to show our traditional seasonality in Q3. This quarter's early wins lead us to believe that the new Meaning Based Marketing technologies will be a strong performer in the period immediately following any macro upturn."

Second Quarter and Six Month Financial Highlights

Revenues for the second quarter of 2009 totalled $195.2 million, up 55% from $125.6 million for the second quarter of 2008 due to strong organic growth and the contribution from acquisitions. In the second quarter of 2009, Americas revenues of $133.9 million represented 69% of total revenues, and Rest of World revenues of $61.3 million represented 31% of total revenues. Revenues for the six months ended June 30, 2009, totalled $325.0 million, up 41% from $230.7 million for the six months ended June 30, 2008.

Gross profits (adjusted) for the second quarter of 2009 were $171.6 million, up 50% from $114.3 million in the second quarter of 2008. Gross margins (adjusted) were 88% in the second quarter of 2009, versus 91% in the second quarter of 2008. Gross profits (IFRS) for the second quarter of 2009 were $156.5 million, up 43% from $109.2 million in the second quarter of 2008. Gross margins (IFRS) for the second quarter of 2009 were 80%, compared to 87% in the second quarter of 2008. Gross profits (adjusted) for the six months ended June 30, 2009 were $288.6 million, up 39% from $207.8 million for the six months ended June 30, 2008. Gross margins (adjusted) were 89% in the six months ended June 30, 2009, versus 90% for the six months ended June 30, 2008. Gross profits (IFRS) for the six months ended June 30, 2009 were $268.1 million, up 36% from $197.4 million for the six months ended June 30, 2008. Gross margins (IFRS) for the six months ended June 30, 2009 were 82%, compared to 86% for the six months ended June 30, 2008.

Net profit (adjusted) for the second quarter of 2009 was $63.6 million, or $0.26 per diluted share, compared to net profit (adjusted) of $35.4 million, or $0.16 per diluted share, for the second quarter of 2008. Net profit (IFRS) for the second quarter of 2009 was $50.9 million, or $0.21 per diluted share, compared to net profit (IFRS) of $30.5 million, or $0.14 per diluted share, for the second quarter of 2008.

Net profit (adjusted) for the six months ended June 30, 2009 was $103.7 million, or $0.43 per diluted share, compared to net profit (adjusted) of $57.1 million, or $0.26 per diluted share, for the six months ended June 30, 2008. Net profit (IFRS) for the six months ended June 30, 2009 was $85.4 million, or $0.36 per diluted share, compared to net profit (IFRS) of $46.9 million, or $0.22 per diluted share, for the six months ended June 30, 2008.

Under IAS 38 the company is required to capitalize certain aspects of its research and development activities. The amount of R&D that was capitalized in second quarter of 2009 was $4.1 million. Q2 2009 R&D capitalization is offset by amortization charges of $1.9 million arising from historical R&D capitalization. This results in a net credit (before tax) in the quarter of $2.2 million, and a net margin impact of 1%. R&D capitalization for the six months ended June 30, 2009 was $7.4 million, offset by amortization charges of $3.5 million during the period arising from historical R&D capitalization, resulting in a net credit (before tax) in the period of $3.9 million, and a net margin impact of 1%.

Cash balances were $152.5 million at June 30, 2009, a decrease of $46.7 million from $199.2 million at December 31, 2008. Movements in cash flow during the half year reflect a combination of good cash generation from operating activities, equity and debt financing for the Interwoven acquisition, and proceeds from exercise of share options, offset by the completion of the Interwoven acquisition, scheduled and early repayment of debt, capital expenditure and instalment tax payments.

Trade receivables at June 30, 2009, were $202.0 million, compared to $141.3 million at December 31, 2008. Accounts receivable days sales outstanding were 89 days for the second quarter of 2009, compared to 84 days at December 31, 2008. Deferred revenues were $170.2 million at June 30, 2009, compared with $99.2 million at December 31, 2008.

Intangible assets have increased to $407.1 million from $270.2 million at March 31, 2009. The increase from Q1 2009 to Q2 2009 is a result of a change in the provisional purchase price allocation for the Interwoven acquisition following the issuance of a draft report from the company's independent valuers.

Although IFRS disclosure provides investors and management with an overall view of Autonomy's financial performance, Autonomy believes that it is important for investors to also understand the performance of Autonomy's fundamental business without giving effect to certain specific, nonrecurring and non-cash charges. Consequently, the non-IFRS (adjusted) results exclude share of loss of associates, post-acquisition restructuring costs and non-cash charges for the amortization of purchased intangibles, share-based compensation, foreign exchange gains and losses and associated tax effects. Management uses the adjusted results to assess the financial performance of Autonomy's operational business activities.

Q2 Product Sales

Autonomy's infrastructure technology has been adopted by enterprises to process information across all internal and external data formats and sources. During the second quarter of 2009, major customer wins included: Barclays Bank, Burgess Salmon, Commerzbank, Aiken Gump, Standard Chartered Bank, Tesco, Shell, Novell, Kaiser Foundation, AT&T, Morgan Stanley, Johnson & Johnson, EDF, Wolters Kluwer, General Electric, Banco do Brasil, Bayer, Deloitte and eBay. Q2 2009 business also included new and repeat licenses with multiple government, defence and intelligence agencies around the globe including in the U.S., the U.K., Singapore, Croatia, Malaysia and Japan. Repeat business from existing customers accounted for approximately 50% of revenue for the quarter.

Strategic Partnerships and OEMs

Autonomy's OEM Program continued to grow during Q2 2009. Agreements were signed with 12 customers during the quarter, including new and extended agreements with Cisco, CCI, VMS and Siemens.

Q2 Corporate Developments

During the second quarter of 2009 Autonomy continued to extend its market leadership with the introduction of key new and upgraded technologies, including:

    - The world's first meaning based social media analytics, which
      connects to popular social networks like Facebook, Twitter, and YouTube
      allowing organizations to automatically listen, understand, and act on
      social sentiment;

    - Intelligent recommendation and navigation for eCommerce, which
      automatically understands the meaning behind product catalogs and
      builds implicit customer profiles in order to increase online
      conversions and revenue;

    - Multichannel optimisation for customer interactions, combining
      market-leading Web Content Management, contact center and advanced
      analytics software to improve customer experience across all touch
      points;

    - First ever rich media management that understands meaning to
      automatically retrieve, analyze, and process audio, video and graphic
      content;

    - World's first cloud based web content compliance solution,
      which combines the largest data archive with Autonomy's leading Web
      Content Management solution to help businesses meet increasing global
      regulatory requirements; and

    - The most advanced audio eDiscovery processing solution for law
      firms, which provides lawyers with unprecedented access to voicemails,
      depositions, digital dictations, and other audio recordings to improve
      effectiveness.

    During the second quarter Autonomy was recognized in multiple
    ways for its market leadership and unmatched technology, including:

    - Being ranked as fastest growing of the top four ECM vendors in
      Gartner's "Market Share: Content Management Software, Worldwide, 2006 -
      2008" report, based on performance in document management, web content
      management, records management, imaging, document-based collaboration,
      and workflow;

    - Being named a leader in the June 2009 Forrester Wave(TM) report
      on Web Content Management for external sites, receiving the highest
      overall rating for strategy and product direction;

    - Being named a leader in the June 2009 Forrester Wave(TM) for
      Records Management;

    - Reaching a major milestone for the world's largest managed data
      archive with 10 Petabytes under management; and

    - Being described by Information Week as: "The world's hottest
      enterprise software company".

Six Month Important Events

During the first half of 2009 the key events in the company's development have been the implementation of the company's business plan and successful announcement, completion and integration of the Interwoven acquisition. As expected, market drivers of regulatory changes such as the U.S. Federal Rules of Civil Procedure have resulted in a convergence of legal and operational information systems, driving growth in the company's historical and new business areas.

Risk Factors as Required by DTR 4.2.7(2)

As with all businesses, the Group is affected by certain risks, not wholly within our control, which could have a material impact on the Group's long term performance and could cause actual results to differ materially from forecast and historic results.

The principal risks and uncertainties facing the Group have not changed from those set out in the company's most recent prospectus, which does not form part of these interim statements. These include: dependence on our core technology; competition; levels of operational spending versus revenues; average selling price; economic and market conditions; reliance on value added resellers; continued service of our executive directors; hiring and retention of qualified personnel; product errors or defects; problems encountered in connection with potential acquisitions; and intellectual property claims.

In addition to the foregoing, the primary risk and uncertainty related to the Group's performance for the remainder of the year is the challenging macro economic environment, which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. This effect has been offset during the first six months of the year to some extent by the legal, regulatory and compliance issues which have arisen for enterprises in connection with the current economic environment.

About Autonomy Corporation plc

Autonomy Corporation plc (LSE: AU. or AU.L), a global leader in infrastructure software for the enterprise, spearheads the Meaning Based Computing movement. It was recently ranked by IDC as the clear leader in enterprise search revenues, with market share nearly double that of its nearest competitor. Autonomy's technology allows computers to harness the full richness of human information, forming a conceptual and contextual understanding of any piece of electronic data, including unstructured information, such as text, email, web pages, voice, or video. Autonomy's software powers the full spectrum of mission-critical enterprise applications including pan-enterprise search, customer interaction solutions, information governance, end-to-end eDiscovery, records management, archiving, business process management, web content management, web optimization, rich media management and video and audio analysis.

Autonomy's customer base is comprised of more than 20,000 global companies, law firms and federal agencies including: AOL, BAE Systems, BBC, Bloomberg, Boeing, Citigroup, Coca Cola, Daimler AG, Deutsche Bank, DLA Piper, Ericsson, FedEx, Ford, GlaxoSmithKline, Lloyds TSB, NASA, Nestle, the New York Stock Exchange, Reuters, Shell, Tesco, T-Mobile, the U.S. Department of Energy, the U.S. Department of Homeland Security and the U.S. Securities and Exchange Commission. More than 400 companies OEM Autonomy technology, including Symantec, Citrix, HP, Novell, Oracle, Sybase and TIBCO. The company has offices worldwide. Please visit http://www.autonomy.com to find out more.

    Autonomy and the Autonomy logo are registered trademarks or trademarks of
Autonomy Corporation plc. All other trademarks are the property of their
respective owners.

                               Autonomy Corporation plc
                         Condensed Consolidated Income Statement
                        (in thousands, except per share amounts)

                                       Three Months Ended  S ix Months Ended
                                           (unaudited)         (unaudited)
                                       June 30,  June 30,  June 30,  June 30,

                                          2009      2008      2009      2008
    Continuing operations                $'000     $'000     $'000     $'000
    Revenues (see note 4)              195,192   125,649   324,971   230,737
    Cost of revenues (excl.
    amortization)                      (23,628)  (11,362)  (36,417)  (22,986)
    Amortization of purchased
    intangibles                        (15,105)   (5,117)  (20,459)  (10,397)
    Total cost of revenues             (38,733)  (16,479)  (56,876)  (33,383)
    Gross profit                       156,459   109,170   268,095   197,354
    Operating expenses:
    Research and development           (28,781)  (19,778)  (48,791)  (39,566)
    Sales and marketing                (37,110)  (34,507)  (65,870)  (67,550)
    General and administrative         (15,508)  (11,003)  (26,796)  (22,148)
    Other costs
    Post-acquisition restructuring
    costs                                    -      (601)     (846)     (901)
    Loss (gain) on foreign exchange       (694)      586    (1,127)      914
    Total operating expenses           (82,093)  (65,303) (143,430) (129,251)
    Profit from operations              74,366    43,867   124,665    68,103
    Share of loss of associate             (85)     (521)     (526)   (1,211)
    Interest receivable                    168       772       791     1,495
    Interest payable                    (2,757)     (376)   (3,261)   (1,032)
    Profit before income taxes          71,692    43,742   121,669    67,355
    Income taxes (see note 5)          (20,817)  (13,271)  (36,278)  (20,439)
    Net profit                          50,875    30,471    85,391    46,916
    Basic earnings per share (see note
    7)                                  $ 0.21     $0.14    $ 0.36     $0.22
    Diluted earnings per share (see
    note 7)                             $ 0.21     $0.14    $ 0.36     $0.22
    Weighted average number of
    ordinary shares outstanding        238,815   213,962   235,279   213,697
    Weighted average number of
    ordinary shares outstanding,
    assuming dilution                  242,909   217,577   238,986   217,367



    Reconciliation of Adjusted Financial Measures

                                         Three Months Ended  Six Months Ended
                                             (unaudited)         (unaudited)
                                        June 30,  June 30, June 30, June 30,

                                            2009      2008     2009     2008
                                           $'000     $'000    $'000    $'000
    Gross profit                         156,459   109,170  268,095  197,354
    Amortization of purchased
    intangibles                           15,105     5,117   20,459   10,397
    Gross profit (adjusted)              171,564   114,287  288,554  207,751

    Profit before income taxes            71,692    43,742  121,669   67,355
    Post-acquisition restructuring costs       -       601      846      901
    Loss (gain) on foreign exchange          694      (586)   1,127     (914)
    Amortization of purchased
    intangibles                           15,105     5,117   20,459   10,397
    Share of loss of associate                85       521      526    1,211
    Share-based compensation (see note 6)  2,007     1,383    3,131    2,964
    Profit before tax (adjusted)          89,583    50,778  147,758   81,914
    Provision for income taxes           (26,012)  (15,406) (44,009) (24,858)
    Net profit (adjusted)                 63,571    35,372  103,749   57,056

    Profit from operations                74,366    43,867  124,665   68,103
    Loss (gain) on foreign exchange          694      (586)   1,127     (914)
    Amortization of purchased
    intangibles                           15,105     5,117   20,459   10,397
    Share-based compensation (see note 6)  2,007     1,383    3,131    2,964
    Post-acquisition restructuring costs       -       601      846      901
    Profit from operations (adjusted)     92,172    50,382  150,228   81,451


    The accompanying notes are an integral part of these consolidated
financial statements.

                                    AUTONOMY CORPORATION plc
                             CONDENSED CONSOLIDATED BALANCE SHEET

                                                            As at
                                                         (unaudited)
                                                    June 30,     Dec 31,

                                                        2009      2008
                                                       $'000     $'000
    ASSETS
    Non-current assets:
    Goodwill                                       1,252,482   796,632
    Other intangible assets                          407,121    98,694
    Property and equipment, net                       33,376    27,350
    Equity and other investments                      11,680     7,441
    Deferred tax asset                                22,179    13,467
    Total non-current assets                       1,726,838   943,584
    Current assets:
    Trade receivables, net                           201,952   141,252
    Other receivables                                 40,670    35,554
    Total trade and other receivables                242,622   176,806
    Inventory                                            553       715
    Cash and cash equivalents                        152,549   199,218
    Total current assets                             395,724   376,739
    TOTAL ASSETS                                   2,122,562 1,320,323

    CURRENT LIABILITIES
    Trade payable                                    (18,702)  (12,434)
    Other payables                                   (61,225)  (19,511)
    Total trade and other payables                   (79,927)  (31,945)
    Bank loan                                        (62,054)  (10,637)
    Tax liabilities                                  (41,016)  (27,905)
    Deferred revenue                                (160,893)  (89,794)
    Provisions                                        (3,661)     (426)
    Total current liabilities                       (347,551) (160,707)
    Net current assets                                48,173   216,032

    NON-CURRENT LIABILITIES
    Bank loan                                       (134,505)  (26,594)
    Deferred tax liabilities                         (60,235)   (2,537)
    Deferred revenue                                  (9,325)   (9,414)
    Other payables                                    (1,153)   (1,171)
    Provisions                                        (7,041)        -
    Total non-current liabilities                   (212,259)  (39,716)
    Total liabilities                               (559,810) (200,423)
    NET ASSETS                                     1,562,752 1,119,900

    Shareholders' equity:
    Ordinary shares (1)                                1,325     1,214
    Share premium account                          1,119,289   798,279
    Capital redemption reserve                           135       135
    Own shares                                          (903)     (905)
    Merger reserve                                    27,589    27,589
    Stock compensation reserve                        17,975    14,846
    Revaluation reserve                                3,571     2,987
    Translation reserve                               (3,927)  (18,261)
    Retained earnings                                397,698   294,016
    TOTAL EQUITY                                   1,562,752 1,119,900

(1) At June 30, 2009, 600,000,000 ordinary shares of nominal value 1/3 pence each authorized, 239,214,577 issued and outstanding; as of December 31, 2008, 600,000,000 ordinary shares of nominal value 1/3 pence each authorized, 215,817,197 issued and outstanding.

The accompanying notes are an integral part of these consolidated financial statements

                              Autonomy Corporation plc
                     Condensed Consolidated Statements of Cash Flows

                                        Three Months Ended  Six Months Ended
                                            (unaudited)         (unaudited)
                                        June 30,  June 30,  June 30, June 30,

                                           2009      2008      2009     2008
                                          $'000     $'000     $'000    $'000
    Cash flows from operating
    activities:
    Profit from operations               74,366    43,867   124,665   68,103
    Adjustments for:
    Depreciation and amortization        22,081     9,494    32,624   19,190
    Share based compensation              2,007     1,383     3,131    2,964
    Foreign currency movements              694      (586)    1,127     (914)
    Post-acquisition restructuring
    costs                                     -         -       596        -
    Other non-cash items                      -         -       126        -
    Operating cash flows before
    movements in working capital         99,148    54,158   162,269   89,343
    Changes in operating assets and
    liabilities (net of impact of
    acquisitions):
    Receivables                         (36,349)  (30,471)  (44,841) (33,492)
    Inventories                             (77)     (449)      170     (380)
    Payables                              2,671    12,885    (1,064)   5,765
    Cash generated by operations         65,393    36,123   116,534   61,236
    Income taxes paid                    (2,370)   (4,262)  (13,151) (15,716)
    Net cash provided by operating
    activities                           63,023    31,861   103,383   45,520

    Cash flows from investment
    activities:
    Interest received                       168       740       791    1,463
    Purchase of property, plant and
    equipment                              (291)   (4,979)   (4,364)  (8,817)
    Purchase of investments              (1,172)     (688)   (2,152)  (1,338)
    Expenditure on product development   (4,115)   (2,736)   (7,399)  (5,751)
    Acquisition of subsidiaries, net of
    cash acquired                       (10,160)     (283) (620,923)  (5,705)
    Net cash used in investing
    activities                          (15,570)   (7,946) (634,047) (20,148)

    Cash flows from financing
    activities:
    Proceeds from issuance of shares,
    net of issuance costs                 5,106     4,203    12,861    8,637
    Proceeds from share placing, net of
    issuance costs                            -         -   308,512        -
    Interest on bank loan                (2,297)     (376)   (2,498)  (1,032)
    Repayment of bank loan              (37,450)   (2,675)  (37,450)  (5,350)
    Drawdown of bank loan                     -         -   200,000        -
    Payment of arrangement fee             (346)        -    (3,846)       -
    Net cash provided by financing
    activities                          (34,987)    1,152   477,579    2,255

    Net increase in cash and cash
    equivalents                          12,466    25,067   (53,085)  27,627
    Beginning cash and cash equivalents 132,315    95,486   199,218   92,571
    Effect of foreign exchange on cash
    and cash equivalents                  7,768       848     6,416    1,203
    Ending cash and cash equivalents    152,549   121,401   152,549  121,401

The accompanying notes are an integral part of these consolidated financial statements

                 Condensed Consolidated Statement of Changes in Equity

                                              Capital
                           Ordinary  Share   Redemption Own    Merger   Sub-
                           shares    premium reserve    shares reserve  total
                           $'000     $'000   $'000      $'000  $'000    $'000

    At January 1, 2008     1,196   780,888     135       (981) 27,589 808,827
    Retained profit            -         -       -          -       -       -
    Stock compensation         -         -       -          -       -       -
    Share options
    exercised                  8     8,433       -          -       -   8,441
    EBT options exercised      -         -       -         57       -      57
    Deferred tax on stock
    options                    -         -       -          -       -       -
    Revaluation of equity
    investment                 -         -       -          -       -       -
    Translation of
    overseas ops               -         -       -          -       -       -
    At June 30, 2008       1,204   789,321     135       (924) 27,589 817,325



                              Stock
                   Sub-total  comp'n  Revaluation Translation Retained
                   Forwarded  reserve reserve     reserve     earnings  Total
                       $'000    $'000     $'000     $'000      $'000   $'000
    At January 1,
    2008             808,827    9,438    10,163    23,801    146,084 998,313
    Retained
    profit                 -        -         -         -     46,916  46,916
    Stock
    compensation           -    2,964         -         -          -   2,964
    Share options
    exercised          8,441        -         -         -          -   8,441
    EBT options
    exercised            57       (57)        -         -          -       -
    Deferred tax
    on stock
    options               -         -         -         -      8,670   8,670
    Revaluation
    of equity
    investment            -         -    (6,462)        -          -  (6,462)
    Translation
    of overseas
    ops                   -         -         -     1,624          -   1,624
    At June 30,
    2008            817,325    12,345     3,701    25,425   201,670 1,060,466



                                             Capital
                           Ordinary  Share   Redemption Own    Merger   Sub-
                           shares    premium reserve    shares reserve  total
                           $'000     $'000   $'000     $'000   $'000   $'000

    At January 1, 2009     1,214   798,279     135     (905)  27,589  826,312
    Retained profit            -         -       -        -       -         -
    Stock compensation         -         -       -        -       -         -
    Issuance of shares       111   321,010       -        -       -    21,121
    EBT options
    exercised                  -         -       -        2       -         2
    Deferred tax
    movement                   -         -       -        -       -         -
    Revaluation of
    equity investment          -         -       -        -       -         -
    Translation of
    overseas ops               -         -       -        -       -         -
    At June 30, 2009       1,325 1,119,289     135     (903) 27,589 1,147,435



                              Stock
                   Sub-total  comp'n  Revaluation Translation Retained
                   Forwarded  reserve reserve     reserve     earnings Total
                      $'000   $'000     $'000     $'000       $'000   $'000

    At January 1,
    2009            826,312  14,846     2,987   (18,261)   294,016 1,119,900
    Retained
    profit                -       -         -         -     85,391    85,391
    Stock
    compensation          -   3,131         -         -          -     3,131
    Issuance of
    shares          321,121       -         -         -          -   321,121
    EBT options
    exercised             2      (2)        -         -          -         -
    Deferred tax
    movement              -       -         -         -     18,291    18,291
    Revaluation
    of equity
    investment            -       -       584         -          -       584
    Translation
    of overseas
    ops                   -       -         -    14,334          -    14,334
    At June 30,
    2009          1,147,435  17,975     3,571    (3,927)   397,698 1,562,752

The accompanying notes are an integral part of these consolidated financial statements

Autonomy Corporation plc

Notes to the Condensed Set of Consolidated Financial Statements for the Three and Six Months Ended June 30, 2009 - Unaudited

1. General information

The information for the year ended December 31, 2008 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors' report on those accounts was not qualified, did not draw attention to any matters by way of emphasis and did not contain statements under section 435 and 498 (2) of the Companies Act 2006.

The results of operations for the three and six months ended June 30, 2009, are not necessarily indicative of the operating results for future operating periods. The condensed financial statements should be read in connection with the company's audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2008.

The group has considerable financial resources together with contracts with a number of customers across different geographic areas and industries. As a consequence, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the quarterly consolidated financial statements.

2. Accounting policies

The annual financial statements of Autonomy Corporation plc are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half yearly report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The same accounting policies, presentation methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements.

3. Acquisition of Interwoven

On March 17, 2009 the group acquired 100% of the issued share capital of Interwoven Inc., a global leader in content management software. The acquisition has been accounted for using the purchase method of accounting.

                                          Interwoven  Fair value
                                          book value  adjustments  Fair value
                                            $'000       $'000        $'000
    Net assets acquired:
    Purchased intangibles                       -     311,300      311,300
    Other assets                           26,942           -       26,942
    Cash and cash equivalents             184,349           -      184,349
    Trade and other payables             (116,010)          -     (116,010)
    Deferred tax liability                      -     (53,595)     (53,595)
                                           95,281     257,705      352,986
    Goodwill                                                       450,485
    Total consideration                                            803,471

    Satisfied by:
    Cash                                                           790,589
    Directly attributable costs                                     12,882
                                                                   803,471
    Net cash outflow arising on acquisition
    Cash consideration, including costs of
    acquisition                                                    803,471
    Cash and cash equivalents acquired                            (184,349)
                                                                   619,122

The purchase price allocation has not yet been finalised although we expect the independent valuation report to be completed during Q3 2009. Management's provisional purchase price allocation has attributed a value of $311.3 million to purchased intangibles, which is based on a draft report received from the company's independent valuers. Purchased intangibles comprises purchased technology, customer contracts and brand names.

It is not practicable to determine the effect of the Interwoven acquisition for the period from acquisition to the end of the financial period. The company's core products and those of the acquired entity have been integrated and the operations merged such that it is not practicable to determine the portion of the result that specifically relates to Interwoven on a stand-alone basis.

4. Segmental information

Whilst the group currently operates under a number of different divisions, the group's core technology, types of revenue and associated costs and returns are comparable. Each of these divisions is founded on the group's unique Intelligent Data Operating Layer, the group's core infrastructure for automating the handling of all forms of unstructured information. As a result, the group maintains only one reportable business segment. The group's operations are located primarily in the United Kingdom, the US and Canada. The company also has a significant presence in a number of other European countries as well as China, Japan, Singapore and Australia.

    The following table provides an analysis of the group's sales by
geographical market based upon the location of the Group's customers for all
periods.

                                   Three Months Ended       Six Months Ended
                                        (unaudited)             (unaudited)
                                     June 30,  June 30,   June 30,  June 30,
                                        2009      2008       2009     2008
    Revenue by region:                 $'000     $'000      $'000    $'000

    Americas                         133,928    81,517    219,111  145,419
    Rest of World                     61,264    44,132    105,860   85,318
    Total                            195,192   125,649    324,971  230,737


    Segment information about these geographical segments is presented below:

                                       Three Months Ended
                             June 30, 2009            June 30, 2008
                        Americas    ROW    Total Americas    ROW    Total
                           $'000  $'000    $'000    $'000  $'000    $'000

    Segment result        57,930 17,130   75,060   34,749  9,133   43,882
    Post-acq'n
    restruct. costs                            -                     (601)
    (Loss) gain on
    foreign exch.                           (694)                     586
    Operating profit                      74,366                   43,867
    Share of loss of
    associate                                (85)                    (521)
    Interest receivable                      168                      772
    Interest payable                      (2,757)                    (376)
    Profit before tax                     71,692                   43,742
    Tax                                  (20,817)                 (13,271)
    Profit for the
    period                                50,875                   30,471



                                        Six Months Ended
                             June 30, 2009            June 30, 2008
                        Americas    ROW    Total Americas    ROW    Total
                           $'000  $'000    $'000    $'000  $'000    $'000

    Segment result        96,459 30,179  126,638   52,747 15,343   68,090
    Post-acq'n
    restruct. costs                         (846)                    (901)
    (Loss) gain on
    foreign exch.                         (1,127)                     914
    Operating profit                     124,665                   68,103
    Share of loss of
    associate                               (526)                  (1,211)
    Interest receivable                      791                    1,495
    Interest payable                      (3,261)                  (1,032)
    Profit before tax                    121,669                   67,355
    Tax                                  (36,278)                 (20,439)
    Profit for the
    period                                85,391                   46,916


    5. Income taxes

                                   Three Months Ended       Six Months Ended
                                      (unaudited)              (unaudited)
                                    June 30,  June 30,    June 30,   June 30,
                                       2009      2008        2009       2008
    Tax charge by region:             $'000     $'000       $'000      $'000

    UK                               12,901    10,354      20,344     15,112
    Foreign                           7,916     2,917      15,934      5,327
    Total                            20,817    13,271      36,278     20,439


    6. Share based compensation

Share based compensation charges have been charged in the consolidated income statement within the following functional areas:

                                      Three Months Ended     Six Months Ended
                                         (unaudited)            (unaudited)
                                      June 30,  June 30,   June 30,  June 30,
                                         2009      2008      2009       2008
                                        $'000     $'000     $'000      $'000
    Research and development              539       430       841        952
    Sales and marketing                   984       653     1,535      1,507
    General and administrative            484       300       755        505
    Total share based compensation
    charge                              2,007     1,383     3,131      2,964


    7. Earnings per share
    The calculation of the basic and diluted earnings per share is based on
the following data:

                                     Three Months Ended  Six Months Ended
                                         (unaudited)         (unaudited)
                                         June 30,  June 30, June 30, June 30,
                                            2009      2008     2009     2008
                                           $'000     $'000    $'000    $'000
    Earnings for the purposes of basic
    and diluted earnings per share being
    net profit                            50,875    30,471   85,391   46,916

    Number of shares
    Weighted average number of ordinary
    shares for the purposes of basic
    earnings per share                   238,815   213,962  235,279  213,697

    Effect of dilutive potential
    ordinary shares:
    Share options                          4,094     3,615    3,707    3,670

    Weighted average number of ordinary
    shares for the purposes of diluted
    earnings per share                   242,909   217,577  238,986  217,367

Earnings per share (adjusted) is calculated by dividing the net profit (adjusted) amounts shown on page 6 by the share denominators shown above.

8. Related Party Transactions

There have been no related party transactions or changes in related party transactions described in the latest annual report that could have a material effect on the financial position or performance of the Group in the first six months of the financial year.

Statement of Directors' Responsibility

We confirm that to the best of our knowledge:

(a) the condensed set of financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";

(b) the interim management report includes a fair review of the information required by DTR 4.2.7 (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8 (disclosure of related parties' transactions and changes therein).

    By order of the Board

    Dr Michael R Lynch            Sushovan T Hussain
    Chief Executive Officer       Chief Financial Officer
    July 16, 2009                 July 16, 2009

Independent Review Report to Autonomy Corporation plc

We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the three and six months ended June 30, 2009 which comprises the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow statement and related notes 1 to 8. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of interim financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure and Transparency Rules of the United Kingdoms' Financial Services Authority.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and six months ended June 30, 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

    Deloitte LLP
    Chartered Accountants and Statutory Auditors
    July 16, 2009
    Cambridge, UK

    Financial Media Contacts:
    Edward Bridges / Haya Chelhot
    Financial Dynamics
    +44-207-831-3113

    Analyst and Investor Contacts:
    Peter Goodman, Investor Relations Officer
    Autonomy Corporation plc
    +44-1223-448-000

SOURCE Autonomy Corporation plc

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