FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from
to
Commission file number 000-20900
COMPUWARE CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan
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38-2007430 |
(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification No.) |
One Campus Martius, Detroit, MI 48226-5099
(Address of principal executive offices including zip code)
Registrants telephone number, including area code: (313) 227-7300
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers class of common stock, as of the
latest practicable date:
As of January 31, 2009, there were outstanding 246,612,447 shares of Common Stock, par value $.01,
of the registrant.
COMPUWARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited)
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December 31, |
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March 31, |
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2008 |
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2008 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
163,716 |
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$ |
215,943 |
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Investments |
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70,474 |
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Accounts receivable, net |
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522,514 |
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535,094 |
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Deferred tax asset, net |
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35,403 |
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44,374 |
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Income taxes refundable |
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3,243 |
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3,746 |
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Prepaid expenses and other current assets |
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26,850 |
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49,285 |
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Total current assets |
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751,726 |
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918,916 |
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PROPERTY AND EQUIPMENT, LESS ACCUMULATED
DEPRECIATION AND AMORTIZATION |
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358,660 |
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365,691 |
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CAPITALIZED SOFTWARE, LESS ACCUMULATED
AMORTIZATION |
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52,853 |
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61,653 |
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OTHER: |
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Accounts receivable |
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238,591 |
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244,388 |
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Deferred tax asset, net |
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28,960 |
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35,851 |
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Goodwill |
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349,245 |
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356,267 |
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Other |
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32,370 |
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35,791 |
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Total other assets |
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649,166 |
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672,297 |
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TOTAL ASSETS |
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$ |
1,812,405 |
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$ |
2,018,557 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
14,997 |
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$ |
18,772 |
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Accrued expenses |
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104,175 |
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148,268 |
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Income taxes payable |
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8,103 |
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4,976 |
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Deferred revenue |
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422,216 |
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472,864 |
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Total current liabilities |
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549,491 |
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644,880 |
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DEFERRED REVENUE |
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363,812 |
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399,548 |
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ACCRUED EXPENSES |
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22,384 |
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19,513 |
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DEFERRED TAX LIABILITY, NET |
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20,527 |
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27,585 |
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Total liabilities |
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956,214 |
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1,091,526 |
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SHAREHOLDERS EQUITY: |
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Common stock |
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2,466 |
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2,616 |
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Additional paid-in capital |
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632,267 |
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643,544 |
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Retained earnings |
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217,499 |
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261,754 |
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Accumulated other comprehensive income |
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3,959 |
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19,117 |
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Total shareholders equity |
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856,191 |
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927,031 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
1,812,405 |
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$ |
2,018,557 |
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See notes to condensed consolidated financial statements.
3
COMPUWARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In Thousands, Except Per Share Data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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December 31, |
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December 31, |
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2008 |
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2007 |
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2008 |
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2007 |
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REVENUES: |
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Software license fees |
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$ |
60,513 |
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$ |
79,425 |
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$ |
164,206 |
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$ |
196,712 |
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Maintenance fees |
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116,614 |
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120,026 |
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367,858 |
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350,063 |
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Professional services fees |
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91,540 |
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109,884 |
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305,036 |
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343,920 |
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Total revenues |
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268,667 |
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309,335 |
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837,100 |
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890,695 |
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OPERATING EXPENSES: |
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Cost of software license fees |
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6,117 |
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6,685 |
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18,460 |
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23,660 |
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Cost of maintenance fees |
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9,488 |
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11,452 |
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32,814 |
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33,110 |
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Cost of professional services |
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86,887 |
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103,705 |
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289,682 |
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309,752 |
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Technology development and support |
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22,395 |
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23,636 |
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67,903 |
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77,134 |
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Sales and marketing |
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55,042 |
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66,392 |
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174,722 |
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196,580 |
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Administrative and general |
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35,520 |
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46,158 |
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119,138 |
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134,412 |
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Restructuring costs |
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4,009 |
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4,894 |
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6,922 |
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39,645 |
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Total operating expenses |
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219,458 |
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262,922 |
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709,641 |
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814,293 |
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INCOME FROM OPERATIONS |
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49,209 |
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46,413 |
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127,459 |
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76,402 |
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OTHER INCOME, NET |
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2,291 |
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4,650 |
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8,558 |
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15,736 |
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INCOME BEFORE INCOME TAXES |
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51,500 |
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51,063 |
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136,017 |
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92,138 |
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INCOME TAX PROVISION |
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16,548 |
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15,449 |
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44,751 |
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18,919 |
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NET INCOME |
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$ |
34,952 |
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$ |
35,614 |
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$ |
91,266 |
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$ |
73,219 |
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Basic earnings per share |
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$ |
0.14 |
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$ |
0.13 |
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$ |
0.36 |
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$ |
0.25 |
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Diluted earnings per share |
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$ |
0.14 |
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$ |
0.13 |
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$ |
0.36 |
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$ |
0.25 |
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See notes to condensed consolidated financial statements.
4
COMPUWARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
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Nine Months Ended |
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December 31, |
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2008 |
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2007 |
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CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: |
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Net income |
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$ |
91,266 |
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$ |
73,219 |
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Adjustments to reconcile net income to net cash provided
by operations: |
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Depreciation and amortization |
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40,302 |
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41,364 |
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Property and equipment impairment |
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662 |
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3,079 |
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Capitalized software impairment |
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3,873 |
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Acquisition tax benefits |
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3,933 |
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3,932 |
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Stock option compensation |
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12,933 |
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8,773 |
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Deferred income taxes |
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5,943 |
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(14,039 |
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Other |
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419 |
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1,072 |
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Net change in assets and liabilities, net of
effects from acquisitions and currency
fluctuations: |
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Accounts receivable |
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(30,433 |
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1,387 |
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Prepaid expenses and other current assets |
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19,064 |
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10,422 |
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Other assets |
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(1,549 |
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1,201 |
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Accounts payable and accrued expenses |
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(30,704 |
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(10,758 |
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Deferred revenue |
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(36,099 |
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(47,848 |
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Income taxes |
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3,070 |
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32,355 |
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Net cash provided by operating activities |
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78,807 |
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108,032 |
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CASH FLOWS PROVIDED BY INVESTING ACTIVITIES: |
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Purchase of: |
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Property and equipment |
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(15,257 |
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(8,828 |
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Capitalized software |
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(9,456 |
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(11,263 |
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Investment proceeds |
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70,212 |
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90,255 |
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Net cash provided by investing activities |
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45,499 |
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70,164 |
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CASH FLOWS USED IN FINANCING ACTIVITIES: |
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Net proceeds from exercise of stock options including
excess tax benefits |
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11,207 |
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66,531 |
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Contribution to stock purchase plans |
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2,349 |
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3,184 |
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Repurchase of common stock |
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(177,195 |
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(337,785 |
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Net cash used in financing activities |
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(163,639 |
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(268,070 |
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EFFECT OF EXCHANGE RATE CHANGES ON CASH |
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(12,894 |
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7,813 |
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NET DECREASE IN CASH AND CASH EQUIVALENTS |
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(52,227 |
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(82,061 |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
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215,943 |
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260,681 |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
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$ |
163,716 |
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$ |
178,620 |
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See notes to condensed consolidated financial statements.
5
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of
Compuware Corporation and its wholly owned subsidiaries (collectively, the Company). All
intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United States of America (U.S.
GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S.
GAAP for complete financial statements. U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, contingencies and results of
operations. While management has based their assumptions and estimates on the facts and
circumstances existing at December 31, 2008, final amounts may differ from these estimates.
In the opinion of management of the Company, the accompanying unaudited Condensed Consolidated
Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, that
are necessary for a fair presentation of the results for the interim periods presented. These
financial statements should be read in conjunction with the Companys audited Consolidated
Financial Statements and notes thereto for the year ended March 31, 2008 included in the Companys
Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC). The Condensed
Consolidated Balance Sheet at March 31, 2008 has been derived from the audited financial statements
at that date but does not include all information and footnotes required by U.S. GAAP for complete
financial statements. The results of operations for interim periods are not necessarily indicative
of actual results achieved for full fiscal years.
Revenue Recognition The Company earns revenue from licensing software products, providing
maintenance and support for those products and rendering professional services. The Companys
revenue recognition policies are in accordance with U.S. GAAP, including Statements of Position
97-2 Software Revenue Recognition and 98-9 Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions, Securities and Exchange Commission Staff
Accounting Bulletin (SAB) No. 104 and Emerging Issues Task Force Issue 00-21 Revenue
Arrangements with Multiple Deliverables. Accordingly, the Company recognizes revenue when all of
the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred
or services have been rendered, the fee is fixed or determinable and collectibility is reasonably
assured.
Software license fees The Companys software license agreements provide its customers with a
right to use its software perpetually (perpetual licenses) or during a defined term (term
licenses).
Perpetual license fee revenue is recognized using the residual method, under which the fair value,
based on vendor specific objective evidence (VSOE), of all undelivered elements of the agreement
(i.e., maintenance and professional services) is deferred. VSOE is based on rates charged for
maintenance and professional services when sold separately. The remaining portion of the fee is
recognized as license fee revenue upon delivery of the products, provided that no significant
obligations remain and collection of the related receivable is reasonably assured.
For revenue arrangements where there is a lack of VSOE of fair value for any undelivered elements,
license fee revenue is deferred and recognized upon delivery of those elements or
6
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
when VSOE of fair
value can be established. When maintenance or services are the only undelivered elements, the
license fee revenue is recognized on a ratable basis over the longer of the maintenance term or
over the period in which the services are expected to be performed. Such transactions include term
licenses as the Company does not sell maintenance for term licenses separately and therefore cannot
establish VSOE for the undelivered elements in these arrangements. These arrangements do not
qualify for separate recognition of the software license fees, maintenance fees and as applicable,
professional services fees under SOP 97-2 as amended. However, to comply with SEC Regulation S-X,
Rule 5-03(b), which requires product, services and other categories of revenue to be displayed
separately on the income statement, the Company separates the license fee, maintenance fee and
professional services fee revenue based on its determination of fair value. The Company applies its
VSOE of fair value for maintenance related to perpetual license transactions and stand alone
services arrangements as a reasonable and consistent approximation of fair value to separate
license fee, maintenance fee and professional services fee revenue for income statement
classification purposes.
The Company offers flexibility to customers purchasing licenses for its products and related
maintenance. Terms of these transactions range from standard perpetual license sales that include
one year of maintenance to large multi-year (generally two to five years), multi-product contracts.
The Company allows deferred payment terms on multi-year contracts, with installments collectible
over the term of the contract. Based on the Companys successful collection history for deferred
payments, license fees (net of any finance fees) are generally recognized as discussed above. In
certain transactions where it cannot be concluded that the fee is fixed or determinable due to the
nature of the deferred payment terms, the Company recognizes revenue as payments become due.
Financing fees are recognized as interest income over the term of the receivable.
Maintenance fees The Companys maintenance agreements provide for technical support and advice,
including problem resolution services and assistance in product installation, error corrections and
any product enhancements released during the maintenance period. The first year of maintenance is
included with all license agreements. Maintenance revenue is recognized ratably over the term of
the maintenance arrangements, which primarily range from one to five years.
Professional services fees Professional services fees are generally based on hourly or daily
rates. Revenues from professional services are recognized in the period the services are performed
provided that collection of the related receivable is reasonably assured. For development services
rendered under fixed-price contracts, revenue is recognized using the percentage of completion
method and if determined that costs will exceed revenue, the expected loss is recorded at the time
the loss becomes apparent. Certain professional services contracts include a project and on-going
operations for the project. Revenue associated with these contracts is recognized over the expected
service period as the customer derives value from the services, consistent with the proportional
performance method.
7
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Deferred revenue Deferred revenue consists primarily of maintenance fees related to the remaining
term of maintenance agreements in effect at those dates. Deferred license fees and services fees
are also included in deferred revenue for those arrangements that are being recognized on a ratable
basis. Commission costs associated with deferred revenue are also deferred.
Capitalized Software Capitalized software includes the costs of purchased and internally
developed software products and is stated at the lower of unamortized cost or net realizable value
in accordance with Statement of Financial Accounting Standards No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed.
Capitalization of internally developed software products begins when technological feasibility of
the product is established. Technology development and support includes primarily the costs of
programming personnel associated with product development and support, net of amounts capitalized.
The amortization for both internally developed and purchased software products is computed on a
product-by-product basis. The annual amortization is the greater of the amount computed using (a)
the ratio of current gross revenues compared with the total of current and anticipated future
revenues for that product or (b) the straight-line method over the remaining estimated economic
life of the product, including the period being reported on. Amortization begins when the product
is available for general release to customers. The amortization period for capitalized software is
generally five years.
Capitalized software is reviewed for impairment each balance sheet date or when events and
circumstances indicate such asset may be impaired. Asset impairment charges are recorded when
estimated future undiscounted cash flows are not sufficient to recover the carrying value of the
capitalized software. The impairment charge is the amount by which the present value of future cash
flows is less than the carrying value of these assets.
Goodwill and Other Intangibles Goodwill for each business segment and those intangible
assets with indefinite lives are tested for impairment annually and/or when events or circumstances
indicate their fair value may have been reduced below carrying value. The Company evaluated its
goodwill and indefinite lived intangibles as of March 31, 2008 and determined there was no
impairment. In addition, as further discussed in Note 5, the Company performed an interim goodwill
impairment evaluation, as of December 31, 2008, for its professional services segment.
Income Taxes The Company accounts for income taxes under the asset and liability method,
which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial
statements and tax bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in the period that includes the enactment date.
The Company records net deferred tax assets to the extent it believes these assets will more likely
than not be realized. These deferred tax assets are subject to periodic assessments as to
recoverability and if it is determined that it is more likely than not that the benefits will not
be realized, valuation allowances are recorded which would increase the provision for income taxes.
In making such determination, the Company considers all available positive and negative
8
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
evidence, including future reversals of existing taxable temporary differences, projected future
taxable income, tax planning strategies and recent financial operations.
Interest and penalties related to income tax liabilities are included in income tax expense.
Recently Issued Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 161, Disclosures about Derivative Instruments and Hedging
Activities, an Amendment of FASB Statement No. 133 (SFAS No. 161). This Statement changes the
disclosure requirements for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under Statement 133 and its
related interpretations, and (c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. This Statement is effective for
fiscal years and interim periods beginning after November 15, 2008. Because SFAS No. 161 applies
only to financial statement disclosures, it will not have any impact on the Companys consolidated
results of operations and financial condition.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, which
replaces Statement of Financial Accounting Standards No. 141, Business Combinations. This
Statement requires assets and liabilities acquired in a business combination, contingent
consideration and certain acquired contingencies, to be measured at their fair value as of the date
of acquisition. This Statement also requires that acquisition-related costs and restructuring costs
be recognized separately from the business combination. This Statement is effective for fiscal
years beginning after December 15, 2008 and will be effective for business combinations entered
into after January 1, 2009. Its effects on future periods will depend on the nature and
significance of any acquisitions subject to this Statement.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, Including an Amendment of FASB Statement No. 115, which permits entities to
measure eligible financial assets, financial liabilities and firm commitments at fair value, on an
instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value
under other generally accepted accounting principles. The fair value measurement election is
irrevocable and subsequent changes in fair value must be recorded in earnings. This Statement was
adopted on April 1, 2008 and did not have a material effect on the Companys financial statements.
In February 2008, the FASB issued FASB Staff Position No. FAS 1572, Effective Date of FASB
Statement No. 157 (SFAS No. 157), which provides a one year deferral of the effective date of
SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized
or disclosed in the financial statements at fair value at least annually. Therefore, the Company
has adopted the provisions of SFAS No. 157 with respect to its financial assets and liabilities
only. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles and enhances disclosures about fair value measurements.
Fair value is defined under SFAS No. 157 as the price that would be received to sell an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value under SFAS No. 157 must maximize the use of
observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs,
of which the first two
9
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
are considered observable and the last unobservable, that may be used to
measure fair value, which are the following:
|
|
|
Level 1 Quoted prices in active markets for identical assets or liabilities. |
|
|
|
|
Level 2 Inputs other than Level 1 that are observable, either directly or indirectly,
such as quoted prices for similar assets or liabilities; quoted prices in markets that are
not active; or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities. |
|
|
|
|
Level 3 Unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities. |
The adoption of SFAS No. 157 did not have a material impact on the Companys consolidated results
of operations and financial condition.
The Company measures the director phantom stock plan liability (using level 1 inputs) and the
forward foreign exchange contract assets (using level 2 inputs) at fair value on a recurring basis
in accordance with SFAS No. 157. At December 31, 2008, the fair value of the director phantom stock
plan liability was $4.8 million and the forward foreign exchange contract assets were $239,000.
Employee Transition Agreement In the first quarter of fiscal 2009, the Company
transitioned the employment of 170 of its professional services staff to a customer for $6.5
million resulting in the Company recording a one-time $5.6 million net gain against administrative
and general expense in the Condensed Consolidated Statements of Operations.
10
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Note 2 Computation of Earnings per Common Share
Earnings per common share data were computed as follows (in thousands, except for per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
BASIC EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: Net income |
|
$ |
34,952 |
|
|
$ |
35,614 |
|
|
$ |
91,266 |
|
|
$ |
73,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
246,537 |
|
|
|
281,359 |
|
|
|
252,850 |
|
|
|
292,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.36 |
|
|
$ |
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: Net income |
|
$ |
34,952 |
|
|
$ |
35,614 |
|
|
$ |
91,266 |
|
|
$ |
73,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
246,537 |
|
|
|
281,359 |
|
|
|
252,850 |
|
|
|
292,514 |
|
Dilutive effect of stock options |
|
|
262 |
|
|
|
1,123 |
|
|
|
1,385 |
|
|
|
1,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares |
|
|
246,799 |
|
|
|
282,482 |
|
|
|
254,235 |
|
|
|
294,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.36 |
|
|
$ |
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three and nine months ended December 31, 2008, stock options to purchase a total of
approximately 34,612,000 and 19,283,000 shares, respectively, were excluded from the diluted
earnings per share calculation because they were anti-dilutive. During the three and nine months
ended December 31, 2007, stock options to purchase a total of approximately 26,369,000 and
11,714,000 shares, respectively, were excluded from the diluted earnings per share calculation
because they were anti-dilutive.
Note 3 Comprehensive Income
Other comprehensive income includes foreign currency translation gains and losses that have been
excluded from net income and reflected in equity. Total comprehensive income is summarized as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
34,952 |
|
|
$ |
35,614 |
|
|
$ |
91,266 |
|
|
$ |
73,219 |
|
Foreign currency translation
adjustment, net of tax |
|
|
(6,759 |
) |
|
|
(1,580 |
) |
|
|
(15,158 |
) |
|
|
7,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
28,193 |
|
|
$ |
34,034 |
|
|
$ |
76,108 |
|
|
$ |
80,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Note 4 Stock Benefit Plans and Stock-Based Compensation
The Company has the following stock benefit plans: (1) the 2007 Long Term Incentive Plan (LTIP)
allows the Companys Compensation Committee the ability to grant stock options, stock appreciation
rights, restricted stock, restricted stock units, performance-based cash or stock awards and annual
cash incentive awards to employees and directors of the Company; (2) the Employee Stock Purchase
Plan allows participating U.S. and Canadian employees the right to have up to 10% of their
compensation withheld to purchase Company common stock at a 5% discount; and (3) the Employee Stock
Ownership Plan (ESOP) and Trust allows the Company to make contributions to the ESOP for the
benefit of substantially all U.S. employees.
Stock Options
A summary of option activity under the Companys stock-based compensation plans as of December 31,
2008, and changes during the nine months then ended is presented below (shares and intrinsic value
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Number of |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Options |
|
|
Price |
|
|
Term in Years |
|
|
Value |
|
Options outstanding as of March 31, 2008 |
|
|
34,289 |
|
|
$ |
12.69 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
9,719 |
|
|
|
7.75 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,335 |
) |
|
|
7.87 |
|
|
|
|
|
|
$ |
3,903 |
|
Forfeited |
|
|
(492 |
) |
|
|
8.28 |
|
|
|
|
|
|
|
|
|
Cancelled/expired |
|
|
(6,631 |
) |
|
|
23.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of December 31, 2008 |
|
|
35,550 |
|
|
$ |
9.60 |
|
|
|
4.74 |
|
|
$ |
1,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest, net of
estimated
forfeitures, as of
December 31, 2008 |
|
|
33,212 |
|
|
$ |
9.71 |
|
|
|
4.44 |
|
|
$ |
1,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable as of December 31, 2008 |
|
|
21,733 |
|
|
$ |
10.70 |
|
|
|
2.20 |
|
|
$ |
1,640 |
|
SFAS No. 123 (revised 2004), Share-Based Payment requires the use of a valuation model to
calculate the fair value of stock option awards. The Company has elected to use the Black-Scholes
option pricing model, which incorporates various assumptions including volatility, expected term,
risk-free interest rates and dividend yields. The volatility is based on historical volatility of
the Companys common stock over the most recent period commensurate with the estimated expected
term of the stock option granted. The Company uses historical volatility because management
believes such volatility is representative of prospective trends. The expected term of an award is
based on either historical exercise data if available or the simplified method as described in
Staff Accounting Bulletins No. 107 and No. 110. The risk-free interest rate assumption is based
upon observed interest rates appropriate for the expected term of our awards. The dividend yield
assumption is based on the Companys history and expectation regarding dividend payouts.
12
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
The weighted average fair value of stock options granted during the periods and the assumptions
used to estimate those values using a Black-Scholes option pricing model were as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
December 31, |
|
|
2008 |
|
2007 |
Expected volatility |
|
|
54.39 |
% |
|
|
59.35 |
% |
Risk-free interest rate |
|
|
3.25 |
% |
|
|
4.15 |
% |
Expected lives at date of grant (in years) |
|
|
6.4 |
|
|
|
6.8 |
|
Weighted-average fair value of the options granted |
|
$ |
4.31 |
|
|
$ |
6.07 |
|
Dividend yields were not a factor in determining fair value of stock options granted as the Company
has never issued cash dividends and does not anticipate issuing cash dividends in the future.
Restricted Stock Units
In November 2008, the Company issued 192,000 shares of restricted stock units to employees under
the LTIP with a grant date fair value of $6.03 per share. The Company measures the grant date fair
value of restricted stock units at the market price of the Companys common stock as of the date of
the grant. These awards vest as follows: 50% on the third year anniversary of the date of grant,
and 25% on each of the fourth year and fifth year anniversaries of the date of grant. Vesting is
accelerated upon death, disability or a change in control.
The Companys nonvested restricted stock units as of December 31, 2008, and the activity during the
nine months then ended is summarized as follows (shares in thousands):
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant-Date |
|
|
|
Shares |
|
|
Fair Value |
|
Nonvested restricted stock units as of March 31, 2008 |
|
|
|
|
|
$ |
|
|
Granted |
|
|
192 |
|
|
|
6.03 |
|
Vested |
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested restricted stock units as of December 31, 2008 |
|
|
192 |
|
|
$ |
6.03 |
|
|
|
|
|
|
|
|
13
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Stock-based compensation expense was allocated as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
December 31, |
|
December 31, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
|
|
|
|
Stock-based compensation classified as: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of software license fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1 |
|
Cost of maintenance fees |
|
$ |
519 |
|
|
$ |
78 |
|
|
$ |
706 |
|
|
|
217 |
|
Cost of professional services |
|
|
459 |
|
|
|
360 |
|
|
|
2,443 |
|
|
|
1,032 |
|
Technology development and
support |
|
|
1,224 |
|
|
|
164 |
|
|
|
1,590 |
|
|
|
506 |
|
Sales and marketing |
|
|
1,529 |
|
|
|
552 |
|
|
|
3,774 |
|
|
|
1,684 |
|
Administrative and general |
|
|
1,232 |
|
|
|
436 |
|
|
|
3,444 |
|
|
|
1,216 |
|
Restructuring costs (see Note 7) |
|
|
70 |
|
|
|
|
|
|
|
976 |
|
|
|
4,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
before income taxes |
|
|
5,033 |
|
|
|
1,590 |
|
|
|
12,933 |
|
|
|
8,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
|
(1,798 |
) |
|
|
(542 |
) |
|
|
(4,665 |
) |
|
|
(3,031 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
after income taxes |
|
$ |
3,235 |
|
|
$ |
1,048 |
|
|
$ |
8,268 |
|
|
$ |
5,742 |
|
|
|
|
|
|
The fair value of equity awards vested during the nine months ending December 31, 2008 was $3.88
per share.
As of December 31, 2008, $35.7 million of total unrecognized compensation cost, net of estimated
forfeitures, related to unvested equity awards is expected to be recognized over a weighted-average
period of approximately 3.10 years.
14
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Note 5 Intangible Assets and Goodwill
The components of the Companys intangible assets were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks (1) |
|
$ |
5,815 |
|
|
|
|
|
|
$ |
5,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized software (2) |
|
$ |
347,332 |
|
|
$ |
(294,479 |
) |
|
$ |
52,853 |
|
Customer relationship agreements (3) |
|
|
13,290 |
|
|
|
(10,133 |
) |
|
|
3,157 |
|
Non-compete agreements (3) |
|
|
2,565 |
|
|
|
(2,533 |
) |
|
|
32 |
|
Other (4) |
|
|
6,851 |
|
|
|
(6,576 |
) |
|
|
275 |
|
|
|
|
|
|
|
|
|
|
|
Total amortized intangible assets |
|
$ |
370,038 |
|
|
$ |
(313,721 |
) |
|
$ |
56,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks (1) |
|
$ |
5,984 |
|
|
|
|
|
|
$ |
5,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized software (2) |
|
$ |
341,127 |
|
|
$ |
(279,474 |
) |
|
$ |
61,653 |
|
Customer relationship agreements (3) |
|
|
14,270 |
|
|
|
(8,482 |
) |
|
|
5,788 |
|
Non-compete agreements (3) |
|
|
2,948 |
|
|
|
(2,660 |
) |
|
|
288 |
|
Other (4) |
|
|
6,891 |
|
|
|
(6,396 |
) |
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
Total amortized intangible assets |
|
$ |
365,236 |
|
|
$ |
(297,012 |
) |
|
$ |
68,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Certain trademarks were acquired as part of the Covisint, LLC and Changepoint Corporation
acquisitions in fiscal 2004 and 2005. These trademarks are deemed to have an indefinite life
and therefore are not being amortized. |
|
(2) |
|
Amortization and impairments of capitalized software are primarily included in Cost of
Software License Fees in the Condensed Consolidated Statements of Operations. Capitalized
software is generally amortized over five years. |
|
(3) |
|
Customer relationship agreements and non-compete agreements were acquired as part of past
acquisitions. The customer relationship agreements are being amortized over periods up to five
years. The non-compete agreements are being amortized over periods up to three years. |
|
(4) |
|
Other amortized intangible assets include trademarks associated with product acquisitions and
are being amortized over periods up to ten years. |
15
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Changes in the carrying amounts of goodwill are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional |
|
|
Application |
|
|
|
|
Goodwill |
|
Products |
|
|
Services |
|
|
Services |
|
|
Total |
|
Balance at March 31, 2008, net |
|
$ |
202,502 |
|
|
$ |
142,294 |
|
|
$ |
11,471 |
|
|
$ |
356,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to previously recorded
purchase price (1) |
|
|
(373 |
) |
|
|
|
|
|
|
61 |
|
|
|
(312 |
) |
Effect of foreign currency translation |
|
|
(5,024 |
) |
|
|
(1,686 |
) |
|
|
|
|
|
|
(6,710 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008, net |
|
$ |
197,105 |
|
|
$ |
140,608 |
|
|
$ |
11,532 |
|
|
$ |
349,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The adjustment to goodwill primarily relates to pre-acquisition tax contingency adjustments. |
During the third quarter of 2009, the Companys professional services revenues declined as current
economic conditions impacted our customer base. As a result, we terminated approximately 140
personnel in our professional services division during the quarter. This trend continued during the
month of January 2009 and has resulted in an increase to the number of off assignment personnel. We
have concluded that the current trend represents a triggering event for evaluation of potential
goodwill impairment of the professional services reporting unit. As a result, we performed an
interim goodwill impairment evaluation, as required under FASB Statement No. 142, Goodwill and
Other Intangibles Assets (SFAS No. 142). Pursuant to SFAS No. 142, goodwill and intangible assets
with indefinite lives must be tested for impairment at least once a year or more frequently if
management believes indicators of impairment exist. Carrying values are compared with fair values,
and when the carrying value exceeds the fair value, the carrying value of the impaired goodwill is
reduced to fair value. The performance test involves a two-step process. Step 1 of the impairment
test involves comparing the fair values of the applicable reporting units with their aggregate
carrying values, including goodwill. If the carrying amount of a reporting unit exceeds the
reporting units fair value, the Company performs Step 2 of the goodwill impairment test to
determine the amount of impairment loss by comparing the implied fair value of the respective
reporting units goodwill with the carrying amount of that goodwill.
The Company has completed Step 1 of the impairment test and has concluded that there was no
impairment. The Company determined the fair value of the professional services segment using a
discounted cash flow analysis supported by market multiples of revenue. The discounted cash flow
analysis uses managements best estimate of market conditions over the projected period, including
growth rates in revenue and estimated changes in margins. Other significant estimates and
assumptions include terminal value growth rates and changes in future working capital requirements.
The analysis takes into consideration actions management intends to execute to improve the
profitability of the professional services segment. If managements actions are not successful in
improving the profitability of the professional services segment or other adverse changes of market
conditions not currently contemplated occur, an impairment of some or all of the $140.6 million of
goodwill related to the professional services segment may be recorded in the future as a non-cash
charge to earnings in the period in which it is recorded. The goodwill analysis of each of our
reporting units will be updated as of March 31, 2009 which is our annual assessment date based on
developments during the fourth quarter.
16
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Note 6 Segment Information
The Company operates in three business segments in the technology industry: products, professional
services and application services. The Company provides software products, professional services
and application services to information technology (IT) organizations that help IT professionals
efficiently develop, implement and support the applications that run their businesses.
Financial information for the Companys business segments is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mainframe |
|
$ |
109,296 |
|
|
$ |
125,710 |
|
|
$ |
340,577 |
|
|
$ |
339,421 |
|
Distributed systems |
|
|
67,831 |
|
|
|
73,741 |
|
|
|
191,487 |
|
|
|
207,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product revenue |
|
|
177,127 |
|
|
|
199,451 |
|
|
|
532,064 |
|
|
|
546,775 |
|
Professional services |
|
|
82,705 |
|
|
|
101,241 |
|
|
|
278,851 |
|
|
|
316,385 |
|
Application services |
|
|
8,835 |
|
|
|
8,643 |
|
|
|
26,185 |
|
|
|
27,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
268,667 |
|
|
$ |
309,335 |
|
|
$ |
837,100 |
|
|
$ |
890,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
84,085 |
|
|
$ |
91,286 |
|
|
$ |
238,165 |
|
|
$ |
216,291 |
|
Professional services |
|
|
4,601 |
|
|
|
6,816 |
|
|
|
17,777 |
|
|
|
34,509 |
|
Application services |
|
|
52 |
|
|
|
(637 |
) |
|
|
(2,423 |
) |
|
|
(341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
88,738 |
|
|
|
97,465 |
|
|
|
253,519 |
|
|
|
250,459 |
|
Corporate expenses |
|
|
(35,520 |
) |
|
|
(46,158 |
) |
|
|
(119,138 |
) |
|
|
(134,412 |
) |
Restructuring costs |
|
|
(4,009 |
) |
|
|
(4,894 |
) |
|
|
(6,922 |
) |
|
|
(39,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
49,209 |
|
|
|
46,413 |
|
|
|
127,459 |
|
|
|
76,402 |
|
Other income, net |
|
|
2,291 |
|
|
|
4,650 |
|
|
|
8,558 |
|
|
|
15,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
51,500 |
|
|
$ |
51,063 |
|
|
$ |
136,017 |
|
|
$ |
92,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial information regarding geographic operations is presented in the table below (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
164,626 |
|
|
$ |
186,436 |
|
|
$ |
522,023 |
|
|
$ |
566,200 |
|
Europe and Africa |
|
|
74,332 |
|
|
|
85,072 |
|
|
|
227,125 |
|
|
|
232,755 |
|
Other international operations |
|
|
29,709 |
|
|
|
37,827 |
|
|
|
87,952 |
|
|
|
91,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
268,667 |
|
|
$ |
309,335 |
|
|
$ |
837,100 |
|
|
$ |
890,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
Note 7 Restructuring Accrual
During fiscal 2008, we undertook various restructuring initiatives to improve the effectiveness and
efficiency of a number of our critical business processes within the products segment. These
initiatives included the realignment and centralization of certain product development activities
leading to the full or partial closing of certain development labs and termination of approximately
325 employees, primarily programming personnel. We also terminated approximately 200 employees from
various other functions of the organization, primarily within sales and marketing.
In the first nine months of fiscal 2009, the Company incurred restructuring charges of $6.9 million
as management continued evaluating the Companys business processes to identify operating
efficiencies with the goal of reducing operating expenses. Employee termination costs accounted for
$6.1 million of the charge resulting in the elimination of 140 professional services personnel and
management positions, 139 positions within our product segment related to technology and sales and
marketing personnel and 40 corporate general and administrative positions. In addition, full or
partial closing of four offices occurred resulting in a lease abandonment charge of $500,000. The
remaining facilities charge primarily related to changes in sublease income assumptions associated
with lease facilities that were abandoned in previous restructuring initiatives.
Management will continue to evaluate business processes to identify opportunities to streamline
operations and reduce costs. Any further actions will likely result in additional restructuring
charges. The amount of such charges will depend upon the nature, timing and extent of the
restructuring actions taken.
The following table summarizes the restructuring accrual as of March 31, 2008, and changes to the
accrual during the first nine months of fiscal 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expensed |
|
|
Paid |
|
|
|
|
|
|
Accrual |
|
|
during the |
|
|
during the |
|
|
Accrual |
|
|
|
balance at |
|
|
nine months ended |
|
|
nine months ended |
|
|
balance at |
|
|
|
March 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
Employee termination benefits |
|
$ |
2,655 |
|
|
$ |
6,101 |
|
|
$ |
(6,530 |
) |
|
$ |
2,226 |
|
Facilities costs (primarily
lease abandonments) |
|
|
4,716 |
|
|
|
739 |
|
|
|
(3,314 |
) |
|
|
2,141 |
|
Other |
|
|
85 |
|
|
|
82 |
|
|
|
(139 |
) |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,456 |
|
|
$ |
6,922 |
|
|
$ |
(9,983 |
) |
|
$ |
4,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008, $3.4 million of the restructuring accrual is recorded in current accrued
expenses with the remaining balance of $1.0 million recorded in long-term accrued expenses in
the Condensed Consolidated Balance Sheets.
The accruals for employee termination benefits at December 31, 2008 primarily represent the amounts
to be paid to employees that have been terminated as a result of initiatives described above.
The accruals for facilities costs at December 31, 2008 represent the remaining fair value of lease
obligations for exited and demised locations, as determined at the cease-use dates of those
facilities, net of estimated sublease income that could be reasonably obtained in the
18
COMPUWARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Quarter Ended December 31, 2008
(Unaudited)
future, and
will be paid out over the remaining lease terms, the last of which ends in fiscal 2012. Projected
sublease income is based on managements estimates, which are subject to change.
Note 8 Debt
The Company has no long term debt.
The Company has an unsecured revolving credit agreement (the credit facility) with Comerica Bank
and other lenders. The credit facility provides for a revolving line of credit in the amount of
$150 million and expires on November 1, 2012. The credit facility also permits the Company to
increase the revolving line of credit by up to an additional $150 million subject to receiving
further commitments from lenders and certain other conditions.
The credit facility contains various covenant requirements, including limitations on liens;
indebtedness; mergers, consolidations and acquisitions; asset sales; dividends; investments, loans
and advances from the Company; transactions with affiliates and limits additional borrowing outside
of the facility to $250 million. The credit facility is also subject to maximum total debt to
EBITDA and minimum fixed charge coverage financial covenants. The Company is in compliance with the
covenants under the credit facility.
Any borrowings under the credit facility bear interest at the prime rate or the Eurodollar rate
plus the applicable margin (based on the level of maximum total debt to EBITDA ratio), at the
Companys option. The Company pays a quarterly facility fee on the credit facility based on the
applicable margin grid. The Company has never used the credit facility.
19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Compuware Corporation
Detroit, Michigan
We have reviewed the accompanying condensed consolidated balance sheet of Compuware Corporation and
subsidiaries (the Company) as of December 31, 2008, and the related condensed consolidated
statements of operations for the three-month and nine-month periods ended December 31, 2008 and
2007, and of cash flows for the nine-month periods ended December 31, 2008 and 2007. These interim
financial statements are the responsibility of the Companys management.
We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the objective of
which is the expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such
condensed consolidated interim financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of Compuware Corporation and
subsidiaries as of March 31, 2008, and the related consolidated statements of operations,
shareholders equity, and cash flows for the year then ended (not presented herein); and in our
report dated May 28, 2008 we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of March 31, 2008, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ DELOITTE & TOUCHE LLP
Detroit, Michigan
February 4, 2009
20
COMPUWARE CORPORATION AND SUBSIDIARIES
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
FORWARD-LOOKING STATEMENTS
The following discussion contains certain forward-looking statements within the meaning of the
federal securities laws. When we use words such as may, might, will, should, believe,
expect, anticipate, estimate, continue, predict, forecast, projected, intend or
similar expressions, or make statements regarding our future plans, objectives or expectations, we
are making forward-looking statements. Numerous important factors, risks and uncertainties affect
our operating results and could cause actual results to differ materially from the results implied
by these or any other forward-looking statements made by us, or on our behalf.
The material risks and uncertainties that we believe affect us are summarized below (see Item 1A
Risk Factors in our 2008 Form 10-K and Part II Item 1A in our June 30, 2008 Form 10-Q). These risks
and uncertainties are not the only ones we face. Additional risks and uncertainties discussed
elsewhere in the reports we file with the Securities and Exchange Commission, as well as other
risks and uncertainties that we are not aware of or focused on or that we currently deem
immaterial, may also impair business operations. This report is qualified in its entirety by these
risk factors and those listed below. If any of the following risks actually occur, our financial
condition and results of operations could be materially and adversely affected. If this were to
happen, the value of our common stock could decline significantly, and shareholders could lose all
or part of their investment.
There can be no assurance that future results will meet expectations. While we believe that our
forward-looking statements are reasonable, you should not place undue reliance on any such
forward-looking statements, which speak only as of the date made. Except as required by applicable
law, we do not undertake any obligation to publicly release any revisions which may be made to any
forward-looking statements to reflect events or circumstances occurring after the date of this
report.
|
|
|
The majority of our software products revenue is dependent on our customers continued
use of International Business Machines Corp. (IBM) and IBM-compatible products. |
|
|
|
|
Our software product revenue is dependent on the acceptance of our pricing structure for
software licenses and maintenance. |
|
|
|
|
Our strategy to package products and services as a single offering may not be accepted
by our customers, negatively impacting our revenue. |
|
|
|
|
The continuing uncertainty in the United States and global economies may reduce demand
for our software products, professional services and application services, which may
negatively affect our revenues and operating results. |
|
|
|
|
We may fail to achieve our forecasted financial results due to inaccurate sales
forecasts or other factors. |
|
|
|
|
If we fail to achieve the results we expect from our expense reduction program, our
results of operations and financial condition may be adversely affected. |
|
|
|
|
Our software and technology may infringe the proprietary rights of others, which may
require us to enter into royalty arrangements or result in costly litigation. |
|
|
|
|
Our results could be adversely affected if our operating margin or operating margin
percentage decline. |
21
COMPUWARE CORPORATION AND SUBSIDIARIES
|
|
|
Our results could be adversely affected by increased competition, pricing pressures and
technological changes. |
|
|
|
|
The market for professional services is highly competitive, fragmented and characterized
by low barriers to entry. |
|
|
|
|
The market for application services is in its early stages with emerging competitors.
As the market matures, competition may increase and could have a negative impact on our
results of operations. |
|
|
|
|
We must develop or acquire product enhancements and new products to succeed. |
|
|
|
|
Acquisitions may be difficult to integrate, disrupt our business or divert the attention
of our management and may result in financial results that are different than expected. |
|
|
|
|
We are exposed to exchange rate risks on foreign currencies and to other international
risks, which may adversely affect our business and results of operations. |
|
|
|
|
A further decline or consolidation in the U.S. domestic automotive manufacturing
business could adversely affect our professional services and application services
businesses. |
|
|
|
|
Current laws may not adequately protect our proprietary rights. |
|
|
|
|
The loss of certain key employees and technical personnel or our inability to hire
additional qualified personnel could have a material adverse affect on our business. |
|
|
|
|
Our quarterly financial results vary and may be adversely affected by a number of
unpredictable factors. |
|
|
|
|
Declines in our license commitments, increases in customer cancellations or currency
fluctuations could lead to declines in our maintenance revenue. |
|
|
|
|
Unanticipated changes in our operating results or effective tax rates, or exposure to
additional income tax liabilities, could affect our profitability. |
|
|
|
|
The continued suspension or the termination of our stock repurchase plan may result in a
decrease in our stock price. |
|
|
|
|
If the fair value of our long-lived assets, including without limitation goodwill,
deteriorated below their carrying value, recognition of an impairment loss would be
required, which would adversely affect our financial results. |
|
|
|
|
Acts of terrorism, acts of war and other unforeseen events may cause damage or
disruption to us or our customers which could adversely affect our business, financial
condition and operating results. |
|
|
|
|
Our articles of incorporation, bylaws and rights agreement as well as certain provisions
of Michigan law have anti-takeover effects that may deter hostile takeovers or delay or
prevent changes in control or management, including transactions in which the stockholders
of Compuware might otherwise receive a premium for their shares over the current market
prices.
|
22
COMPUWARE CORPORATION AND SUBSIDIARIES
OVERVIEW
In this section, we discuss our results of operations on a segment basis for each of our three
business segments in the technology industry: products, professional services and application
services. We evaluate segment performance based primarily on segment contribution before corporate
expenses. References to years are to fiscal years ended March 31. This discussion and analysis
should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and
notes included elsewhere in this report and our annual report on Form 10-K for the fiscal year
ended March 31, 2008, particularly Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations.
We deliver value to businesses worldwide by providing software products, professional services and
application services that improve the performance of IT organizations. Originally founded in 1973
as a professional services company, in the late 1970s we began to offer mainframe productivity
tools for fault diagnosis, file and data management, and application debugging.
In the 1990s, IT moved toward distributed and web-based platforms. Our solutions portfolio grew in
response, and we now market a comprehensive portfolio of IT solutions across the full range of
enterprise computing platforms that help:
|
|
|
Develop and deliver high quality, high performance enterprise business applications in a
timely and cost-effective manner. |
|
|
|
|
Measure, manage and communicate application service in business terms, and maintain
consistent, high levels of service delivery. |
|
|
|
|
Provide executive visibility, decision support and process automation across the entire
IT organization to enable all available resources to be harnessed in alignment with
business priorities. |
Additionally, to be competitive in todays global economy, enterprises must securely share
applications, information and business processes. We address this market need through our
application services, which are marketed under the brand name Covisint. Our application services
offerings provide a software-as-a-service platform that enables industries and business communities
to securely integrate vital information and processes across users, business partners, customers,
vendors and suppliers.
We earn revenue from licensing software products, providing maintenance and support for those
products and rendering professional services. Our revenue recognition policies are in accordance
with U.S. GAAP, including Statements of Position 97-2 Software Revenue Recognition and 98-9
Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,
Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 104 and Emerging Issues
Task Force Issue 00-21 Revenue Arrangements with Multiple Deliverables. Accordingly, revenue is
recognized when all of the following criteria are met: persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the fee is fixed or determinable and
collectibility is reasonably assured.
See Note 1 of the Condensed Consolidated Financial Statements for additional details regarding our
revenue recognition policy, including our policy and methodology regarding certain bundled revenue
arrangements where there is a lack of VSOE of fair value for any undelivered elements.
23
COMPUWARE CORPORATION AND SUBSIDIARIES
Quarterly Update
The following occurred during the third quarter of 2009:
|
|
|
Realized an increase in product contribution margin to 47.5% in the third quarter of
2009 from 45.8% in the third quarter of 2008. |
|
|
|
|
Realized an increase in application services segment contribution margin to 0.6% in the
third quarter of 2009 from a negative contribution margin of 7.4% in the third quarter of
2008. |
|
|
|
|
Experienced a decline in professional services segment contribution margin to 5.6% in
the third quarter of 2009 from 6.7% in the third quarter of 2008. |
|
|
|
|
Experienced a decline in mainframe and distributed product revenue of 13.1% and 8.0%,
respectively, compared to the third quarter of 2008. |
|
|
|
|
Restructuring actions to improve operating efficiencies resulted in a charge of $4
million. |
|
|
|
|
Released 1 mainframe and 10 distributed product updates designed to increase the
productivity of the IT departments of our customers. |
Our ability to achieve our strategies and objectives is subject to a number of risks and
uncertainties, some of which we may not be able to control. See Forward-Looking Statements.
24
COMPUWARE CORPORATION AND SUBSIDIARIES
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operational data from the
Condensed Consolidated Statements of Operations as a percentage of total revenues and the
percentage change in such items compared to the prior period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
Percentage of |
|
|
|
|
Total Revenues |
|
|
|
|
|
Total Revenues |
|
|
|
|
Three Months Ended |
|
Period- |
|
Nine Months Ended |
|
Period- |
|
|
December 31, * |
|
to-Period |
|
December 31, * |
|
to-Period |
|
|
2008 |
|
2007 |
|
Change |
|
2008 |
|
2007 |
|
Change |
REVENUE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software license fees |
|
|
22.5 |
% |
|
|
25.7 |
% |
|
|
(23.8 |
)% |
|
|
19.6 |
% |
|
|
22.1 |
% |
|
|
(16.5 |
)% |
Maintenance fees |
|
|
43.4 |
|
|
|
38.8 |
|
|
|
(2.8 |
) |
|
|
44.0 |
|
|
|
39.3 |
|
|
|
5.1 |
|
Professional services segment revenue |
|
|
30.8 |
|
|
|
32.7 |
|
|
|
(18.3 |
) |
|
|
33.3 |
|
|
|
35.5 |
|
|
|
(11.9 |
) |
Application services segment revenue |
|
|
3.3 |
|
|
|
2.8 |
|
|
|
2.2 |
|
|
|
3.1 |
|
|
|
3.1 |
|
|
|
(4.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
(13.1 |
) |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
(6.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of software license fees |
|
|
2.3 |
|
|
|
2.2 |
|
|
|
(8.5 |
) |
|
|
2.2 |
|
|
|
2.6 |
|
|
|
(22.0 |
) |
Cost of maintenance fees |
|
|
3.5 |
|
|
|
3.7 |
|
|
|
(17.1 |
) |
|
|
3.9 |
|
|
|
3.7 |
|
|
|
(0.9 |
) |
Professional services segment expenses |
|
|
29.1 |
|
|
|
30.5 |
|
|
|
(17.3 |
) |
|
|
31.2 |
|
|
|
31.7 |
|
|
|
(7.4 |
) |
Application services segment expenses |
|
|
3.3 |
|
|
|
3.0 |
|
|
|
(5.4 |
) |
|
|
3.4 |
|
|
|
3.1 |
|
|
|
2.6 |
|
Technology development and support |
|
|
8.3 |
|
|
|
7.6 |
|
|
|
(5.3 |
) |
|
|
8.1 |
|
|
|
8.7 |
|
|
|
(12.0 |
) |
Sales and marketing |
|
|
20.5 |
|
|
|
21.5 |
|
|
|
(17.1 |
) |
|
|
20.9 |
|
|
|
22.1 |
|
|
|
(11.1 |
) |
Administrative and general |
|
|
13.2 |
|
|
|
14.9 |
|
|
|
(23.0 |
) |
|
|
14.3 |
|
|
|
15.1 |
|
|
|
(11.4 |
) |
Restructuring cost |
|
|
1.5 |
|
|
|
1.6 |
|
|
|
(18.1 |
) |
|
|
0.8 |
|
|
|
4.4 |
|
|
|
(82.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
81.7 |
|
|
|
85.0 |
|
|
|
(16.5 |
) |
|
|
84.8 |
|
|
|
91.4 |
|
|
|
(12.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
18.3 |
|
|
|
15.0 |
|
|
|
6.0 |
|
|
|
15.2 |
|
|
|
8.6 |
|
|
|
66.8 |
|
Other income, net |
|
|
0.9 |
|
|
|
1.5 |
|
|
|
(50.7 |
) |
|
|
1.0 |
|
|
|
1.7 |
|
|
|
(45.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
19.2 |
|
|
|
16.5 |
|
|
|
0.9 |
|
|
|
16.2 |
|
|
|
10.3 |
|
|
|
47.6 |
|
Income tax provision |
|
|
6.2 |
|
|
|
5.0 |
|
|
|
7.1 |
|
|
|
5.3 |
|
|
|
2.1 |
|
|
|
136.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
13.0 |
% |
|
|
11.5 |
% |
|
|
(1.9 |
)% |
|
|
10.9 |
% |
|
|
8.2 |
% |
|
|
24.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The professional services segment and the application services segment are combined and reported
as professional services in the Condensed Consolidated Statement of Operations included within this report. |
25
COMPUWARE CORPORATION AND SUBSIDIARIES
PRODUCTS SEGMENT
Financial information for the products segment is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenue |
|
$ |
177,127 |
|
|
$ |
199,451 |
|
|
$ |
532,064 |
|
|
$ |
546,775 |
|
Expenses |
|
|
93,042 |
|
|
|
108,165 |
|
|
|
293,899 |
|
|
|
330,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product contribution |
|
$ |
84,085 |
|
|
$ |
91,286 |
|
|
$ |
238,165 |
|
|
$ |
216,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The products segment generated contribution margins of 47.5% and 45.8% during the third quarter of
2009 and 2008, respectively, and 44.8% and 39.6% for the first nine months of 2009 and 2008,
respectively. The increases in margin for the third quarter and first nine months of 2009 were due
to declines in product expenses, primarily sales and marketing costs, outpacing the declines in
product revenue for the reasons discussed below.
Products Segment Revenue
Revenue for the products segment is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Software License Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mainframe |
|
$ |
27,594 |
|
|
$ |
41,898 |
|
|
|
(34.1 |
)% |
|
$ |
82,955 |
|
|
$ |
92,351 |
|
|
|
(10.2 |
)% |
Distributed |
|
|
32,919 |
|
|
|
37,527 |
|
|
|
(12.3 |
) |
|
|
81,251 |
|
|
|
104,361 |
|
|
|
(22.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Software
License Fees |
|
|
60,513 |
|
|
|
79,425 |
|
|
|
(23.8 |
) |
|
|
164,206 |
|
|
|
196,712 |
|
|
|
(16.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mainframe |
|
|
81,702 |
|
|
|
83,812 |
|
|
|
(2.5 |
) |
|
|
257,622 |
|
|
|
247,070 |
|
|
|
4.3 |
|
Distributed |
|
|
34,912 |
|
|
|
36,214 |
|
|
|
(3.6 |
) |
|
|
110,236 |
|
|
|
102,993 |
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Maintenance Fees |
|
|
116,614 |
|
|
|
120,026 |
|
|
|
(2.8 |
) |
|
|
367,858 |
|
|
|
350,063 |
|
|
|
5.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Product Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mainframe |
|
|
109,296 |
|
|
|
125,710 |
|
|
|
(13.1 |
) |
|
|
340,577 |
|
|
|
339,421 |
|
|
|
0.3 |
|
Distributed |
|
|
67,831 |
|
|
|
73,741 |
|
|
|
(8.0 |
) |
|
|
191,487 |
|
|
|
207,354 |
|
|
|
(7.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Product Revenue |
|
$ |
177,127 |
|
|
$ |
199,451 |
|
|
|
(11.2 |
)% |
|
$ |
532,064 |
|
|
$ |
546,775 |
|
|
|
(2.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our software products are designed to enhance the effectiveness of key disciplines throughout the
IT organization from application development and delivery to service management and IT portfolio
management supporting all major enterprise computing platforms. Product revenue, which consists of
software license fees and maintenance fees, comprised 65.9% and 64.5% of total revenue during the
third quarter of 2009 and 2008, respectively, and 63.6% and 61.4% of total revenue during the first
nine months of 2009 and 2008, respectively.
26
COMPUWARE CORPORATION AND SUBSIDIARIES
Software license fees
Software license fees (license fees) decreased $18.9 million or 23.8%, which included a negative
impact from foreign currency fluctuations of $5.1 million, during the third quarter of 2009 to
$60.5 million from $79.4 million during the third quarter of 2008 and decreased $32.5 million or
16.5%, which included a negative impact from foreign currency fluctuations of $1.1 million, during
the first nine months of 2009 to $164.2 million from $196.7 million during the first nine months of
2008.
Mainframe license fees for the third quarter and first nine months of 2009 declined $14.3 million
and $9.4 million, respectively, and distributed license fees for the third quarter and first nine
months of 2009 declined $4.6 million and $23.1 million, respectively, compared to the same periods
from the prior year.
The declines in software license fees for the third quarter and first nine months of 2009 as
compared to 2008 is a result of the economic slowdown experienced since the end of the second
quarter of 2009 affecting the closure of license transaction deals across all product lines.
During the third quarter and first nine months of 2009, for software license transactions that are
required to be recognized ratably, we deferred $21.4 million and $52.7 million, respectively, of
license revenue relating to such transactions that closed during the respective periods, and
recognized as revenue $20.4 million and $64.3 million of previously deferred license revenue
relating to such transactions that closed and had been deferred prior to the beginning of the
respective periods.
Maintenance fees
Maintenance fees decreased $3.4 million or 2.8%, which included a negative impact from foreign
currency fluctuations of $7.6 million, during the third quarter of 2009 to $116.6 million from
$120.0 million during the third quarter of 2008, and increased $17.8 million or 5.1%, which
included a positive impact from foreign currency fluctuations of $2.7 million, during the first
nine months of 2009 to $367.9 million from $350.1 million during the first nine months of 2008. The
decrease in maintenance fees for the quarter was due to the negative impact of foreign currency
fluctuations as the U.S. dollar generally strengthened against non-U.S. currencies during the third
quarter of 2009. The increase in maintenance fees for the first nine months of 2009 relates
primarily to maintaining a high rate of renewals.
27
COMPUWARE CORPORATION AND SUBSIDIARIES
Products segment revenue by geographic location is presented in the table below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
United States |
|
$ |
89,360 |
|
|
$ |
97,898 |
|
|
$ |
274,135 |
|
|
$ |
281,536 |
|
Europe and Africa |
|
|
60,558 |
|
|
|
66,459 |
|
|
|
178,763 |
|
|
|
180,535 |
|
Other international operations |
|
|
27,209 |
|
|
|
35,094 |
|
|
|
79,166 |
|
|
|
84,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product revenue |
|
$ |
177,127 |
|
|
$ |
199,451 |
|
|
$ |
532,064 |
|
|
$ |
546,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products Segment Expenses
Products segment expenses include cost of software license fees, cost of maintenance fees,
technology development and support costs and sales and marketing expenses. These expenses are
discussed below.
Cost of software license fees includes amortization of capitalized software, the cost of
duplicating and disseminating products to customers, including associated hardware costs, and the
cost of author royalties. Cost of software license fees decreased $600,000 or 8.5% during the third
quarter of 2009 to $6.1 million from $6.7 million in the third quarter of 2008 and for the first
nine months of 2009 decreased $5.2 million or 22.0% to $18.5 million from $23.7 million in the
first nine months of 2008. The decreases in cost of software license fees were due to a decline in
hardware costs associated with our Vantage product line. The decline in the first nine months of
2009 was further affected by a $3.9 million capitalized software impairment charge recorded during
the first quarter of 2008 associated with the 2008 restructuring initiative.
As a percentage of software license fees, cost of software license fees were 10.1% and 8.4% in the
third quarter of 2009 and 2008, respectively, and 11.2% and 12.0% (including 2.0% from the
impairment charge) in the first nine months of 2009 and 2008, respectively. The increase in the
percentage for the third quarter of 2009 was primarily due to the decline in software license fees.
The decline in the percentage for the first nine months of 2009 was primarily due to the
capitalized software impairment charge and decrease in hardware costs, as discussed above, offset
in part by the decline in software license fees.
Cost of maintenance fees consists of the direct costs allocated to maintenance and product
support such as helpdesk and technical support. Customers who subscribe to maintenance are also
eligible to receive the benefit of new releases as well as technical support. Cost of maintenance
fees decreased $2.0 million or 17.1% during the third quarter of 2009 to $9.5 million from $11.5
million in the third quarter of 2008 and for the first nine months of 2009 decreased $300,000 or
0.9% to $32.8 million from $33.1 million in the first nine months of 2008. The decreases were
primarily due to lower compensation and benefit costs resulting from employee headcount reductions
as part of the restructuring actions taken during 2008 and 2009 (see Note 7 to the Condensed
Consolidated Financial Statements). As a percentage of maintenance fees, cost of maintenance fees
were 8.1% and 9.5% in the third quarter of 2009 and 2008, respectively, and 8.9% and 9.5% in the
first nine months of 2009 and 2008, respectively.
Technology development and support includes, primarily, the costs of programming personnel
associated with product development and support less the amount of software development
28
COMPUWARE CORPORATION AND SUBSIDIARIES
costs capitalized during the period. Also included are personnel costs associated with developing
and maintaining internal systems and hardware/software costs required to support all technology
initiatives. As a percentage of product revenue, costs of technology development and support were
12.6% and 11.9% in the third quarter of 2009 and 2008, respectively, and 12.8% and 14.1% in the
first nine months of 2009 and 2008, respectively.
Capitalization of internally developed software products begins when technological feasibility of
the product is established. Total technology development and support costs incurred internally and
capitalized in the third quarter and first nine months of 2009 and 2008 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Technology development and support costs incurred |
|
$ |
24,882 |
|
|
$ |
26,393 |
|
|
$ |
75,591 |
|
|
$ |
87,207 |
|
Capitalized technology development and support
costs |
|
|
(2,487 |
) |
|
|
(2,757 |
) |
|
|
(7,688 |
) |
|
|
(10,073 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology development and support costs expensed |
|
$ |
22,395 |
|
|
$ |
23,636 |
|
|
$ |
67,903 |
|
|
$ |
77,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before the capitalization of internally developed software products, total technology development
and support costs decreased $1.5 million or 5.7% during the third quarter of 2009 to $24.9 million
from $26.4 million in the third quarter of 2008 and for the first nine months of 2009 decreased
$11.6 million or 13.3% to $75.6 million from $87.2 million in the first nine months of 2008. The
decreases in expense were primarily due to lower compensation and benefit costs resulting from
employee headcount reductions as part of the restructuring actions taken during 2008 and 2009 (see
Note 7 to the Condensed Consolidated Financial Statements).
Sales and marketing costs consist primarily of personnel related costs associated with
product sales, sales support and marketing for all our product offerings. Sales and marketing costs
decreased $11.4 million or 17.1% during the third quarter of 2009 to $55.0 million from $66.4
million in the third quarter of 2008 and for the first nine months of fiscal 2009 decreased $21.9
million or 11.1% to $174.7 million from $196.6 million in the first nine months of fiscal 2008. The
decreases in sales and marketing costs for the third quarter and first nine months of 2009 were a
result of the following: (1) lower compensation and benefit costs of $4.6 million and $14.7
million, respectively, resulting primarily from employee headcount reductions as part of the
restructuring actions taken during 2008 and 2009 (see Note 7 to the Condensed Consolidated
Financial Statements) and (2) decreases in commission costs of $8.3 million and $11.3 million,
respectively, due to the decline in software license sales in 2009. The decreases in costs for the
third quarter and first nine months of 2009 were partially offset by an increase in advertising
costs of $1.6 million and $3.8 million, respectively, associated with our Compuware 2.0 marketing
campaign.
As a percentage of product revenue, sales and marketing costs were 31.1% and 33.3% in the third
quarter of 2009 and 2008, respectively, and 32.8% and 36.0% in the first nine months of 2009 and
2008, respectively. The declines in the percentages of product revenue are due to a greater
percentage decline in sales and marketing costs declining at a faster rate than product revenue for
the reasons noted above.
29
COMPUWARE CORPORATION AND SUBSIDIARIES
PROFESSIONAL SERVICES SEGMENT
Financial information for the professional services segment is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, * |
|
|
December 31, * |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenue |
|
$ |
82,705 |
|
|
$ |
101,241 |
|
|
$ |
278,851 |
|
|
$ |
316,385 |
|
Expenses |
|
|
78,104 |
|
|
|
94,425 |
|
|
|
261,074 |
|
|
|
281,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional services segment contribution |
|
$ |
4,601 |
|
|
$ |
6,816 |
|
|
$ |
17,777 |
|
|
$ |
34,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The professional services segment and the application services segment are combined and reported as
professional services in the Condensed Consolidated Statement of Operations included within this report. |
The professional services segment generated a contribution margin of 5.6% and 6.7% during the third
quarter of 2009 and 2008, respectively, and 6.4% and 10.9% during the first nine months of 2009 and
2008, respectively. The decline in contribution margin was primarily due to higher costs associated
with the investment in personnel for our Solutions Delivery Group (SDG) during the first nine
months of 2009. SDG focuses on providing professional services associated with our product
solutions. Our strategy going forward will be to evaluate low margin professional service
engagements and focus on improving the contribution margin of the segment. See Note 5 to the
Condensed Consolidated Financial Statements for a discussion of the interim goodwill impairment
evaluation for the professional services segment.
Professional Services Segment Revenue
We offer a broad range of IT services to help businesses make the most of their IT assets. Some of
these services include outsourcing and co-sourcing, application management, product solutions,
project management, enterprise resource planning and customer relationship management services.
Professional services segment revenue decreased $18.5 million or 18.3%, which included a negative
impact from foreign currency fluctuations of $3.4 million, during the third quarter of 2009 to
$82.7 million compared to $101.2 million in the third quarter of 2008 and decreased $37.5 million
or 11.9%, which included a negative impact from foreign currency fluctuations of $1.6 million,
during the first nine months of 2009 to $278.9 million from $316.4 million during the first nine
months of 2008.
During the first quarter of 2009, we transitioned the employment of 170 of our professional
services staff to a customer (see Administrative and General Expenses within this section for
more details). This resulted in a decline in our professional services segment revenue during the
third quarter and first nine months of 2009 of $5.4 million and $14.7 million, respectively. The
total revenue loss for 2009 as compared to 2008 associated with this transition is expected to be
approximately $17 million.
The remaining decreases in the third quarter and first nine months of 2009 revenue were primarily
due to two government contracts expiring in previous periods that were not renewed, reductions in
spending from a client within the automotive industry, our election not to renew low margin contracts in certain locations and the general slowdown in the economy that has resulted
in companies not renewing or delaying service projects.
30
COMPUWARE CORPORATION AND SUBSIDIARIES
Professional services segment revenue by geographic location is presented in the table below (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
United States |
|
$ |
67,841 |
|
|
$ |
80,886 |
|
|
$ |
226,053 |
|
|
$ |
260,506 |
|
Europe and Africa |
|
|
12,972 |
|
|
|
18,096 |
|
|
|
45,872 |
|
|
|
50,200 |
|
Other international operations |
|
|
1,892 |
|
|
|
2,259 |
|
|
|
6,926 |
|
|
|
5,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total professional services
segment revenue |
|
$ |
82,705 |
|
|
$ |
101,241 |
|
|
$ |
278,851 |
|
|
$ |
316,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services Segment Expenses
Professional services segment expenses consist primarily of personnel-related costs of providing
services, including billable staff, subcontractors and sales personnel. Professional services
segment expense decreased $16.3 million or 17.3% during the third quarter of 2009 to $78.1 million
from $94.4 million in the third quarter of 2008 and decreased $20.8 million or 7.4% during the
first nine months of 2009 to $261.1 million from $281.9 million during the first nine months of
2008. The decreases in expenses were primarily attributable to lower compensation and benefit costs
due to the transition of 170 professional services staff to a customer (see Professional Services
Segment Revenue for more details) and the reduction of approximately 140 employees as management
reduces staffing to a level that properly supports current business conditions, partially offset by
increases in costs associated with our investment in SDG personnel.
APPLICATION SERVICES SEGMENT
Our application services, which are marketed under the brand name Covisint, provide a
software-as-a-service platform that enables industries and business communities to securely
integrate vital information and processes across users, business partners, customers, vendors and
suppliers.
Financial information for the application services segment is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, * |
|
|
December 31, * |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenue |
|
$ |
8,835 |
|
|
$ |
8,643 |
|
|
$ |
26,185 |
|
|
$ |
27,535 |
|
Expenses |
|
|
8,783 |
|
|
|
9,280 |
|
|
|
28,608 |
|
|
|
27,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Application services segment contribution (loss) |
|
$ |
52 |
|
|
$ |
(637 |
) |
|
$ |
(2,423 |
) |
|
$ |
(341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The professional services segment and the application services segment are combined and reported as
professional services in the Condensed Consolidated Statement of Operations included within this report. |
During the third quarter of 2009, the application services segment generated a contribution margin
of 0.6%, compared to a negative contribution margin of 7.4% during the third quarter of
2008 and negative contribution margins of 9.3% and 1.2% during the first nine months of 2009 and
2008, respectively. The improvement in contribution for the third quarter of 2009 was primarily due
to cost deferrals as discussed below. The decline in contribution margin for the
31
COMPUWARE CORPORATION AND SUBSIDIARIES
nine months of 2009 relates to higher costs associated with the addition of personnel at the end of 2008 in order
to continue our expansion of application services into the healthcare industry and declining
revenue due to a decrease in customer spending, primarily in the automotive sector, as described
below.
Application Services Segment Revenue
Application services segment revenue increased $200,000 or 2.2% during the third quarter of 2009 to
$8.8 million from $8.6 million in the third quarter of 2008 and decreased $1.3 million or 4.9% for
the first nine months of 2009 to $26.2 million from $27.5 million in the first nine months of 2008.
The decrease in revenue during the first nine months of 2009 was primarily due to the decrease in
spending by our automotive clients associated with the general economic problems within the sector.
Application services segment revenue by geographic location is presented in the table below (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
United States |
|
$ |
7,425 |
|
|
$ |
7,652 |
|
|
$ |
21,835 |
|
|
$ |
24,158 |
|
Europe and Africa |
|
|
802 |
|
|
|
517 |
|
|
|
2,490 |
|
|
|
2,020 |
|
Other international operations |
|
|
608 |
|
|
|
474 |
|
|
|
1,860 |
|
|
|
1,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total application services
segment revenue |
|
$ |
8,835 |
|
|
$ |
8,643 |
|
|
$ |
26,185 |
|
|
$ |
27,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Application Services Segment Expenses
Application services segment expenses consist primarily of personnel-related costs of providing
services, including billable staff, subcontractors and sales personnel. Application services
segment expenses decreased $500,000 or 5.4% during the third quarter of 2009 to $8.8 million from
$9.3 million in the third quarter of 2008 and increased $700,000 or 2.6% during the first nine
months of 2009 to $28.6 million from $27.9 million during the first nine months of 2008. The
decrease in expense during the third quarter was primarily due to additional cost deferrals
associated with customer implementations that will be recognized in the future (portal
deferrals). The increase in expense during the first nine months was primarily due to higher
compensation and benefit costs associated with the increase in staff levels to support the
continued expansion of Covisint into the healthcare industry, partially offset by an increase in
portal deferrals.
CORPORATE AND OTHER EXPENSES
Administrative and general expenses consist primarily of costs associated with the
corporate executive, finance, human resources, administrative, legal, communications and investor
relations departments. In addition, administrative and general expenses include all
facility-related costs, such as rent, building depreciation, maintenance and utilities, associated
with worldwide sales, professional services and software development offices. Administrative and general
expenses decreased $10.7 million or 23.0% during the third quarter of 2009 to $35.5 million from
$46.2 million during the third quarter of 2008 and decreased $15.3 million or 11.4%
32
COMPUWARE CORPORATION AND SUBSIDIARIES
during the first nine months of 2009 to $119.1 million from $134.4 million in the first nine months of 2008.
The decrease in expense for the third quarter of 2009 compared to 2008 was primarily due to the
following: (1) decrease in bonus expense of $3.6 million; (2) decrease in director deferred
compensation of $2.6 million resulting from the decline in our stock price during the third quarter
of 2009; (3) lower facility costs of $1.5 million primarily due to the facility closures that took
place as part of the 2008 and 2009 restructuring programs; (4) foreign currency gains of $1.0
million related to inter-company balances with our wholly owned subsidiaries; (5) decrease in legal
settlement costs of $800,000 primarily due to employment issues within our international operations
that were expensed during the third quarter of 2008 and (6) a decrease in professional fees of
$500,000.
The decrease in expenses for the first nine months of 2009 compared to 2008 was primarily due to
the following: (1) a one-time $5.6 million net gain recorded as an offset to administrative and
general expenses during the first quarter of 2009 associated with a transaction that transitioned
the employment of 170 of our professional services staff to a customer (see Note 1 of the Condensed
Consolidated Financial Statements and Professional Services Segment Revenue within this section
for more details); (2) foreign currency gains of $6.4 million related to inter-company balances
with our wholly owned subsidiaries; (3) lower facility costs of $3.7 million primarily due to the
facility closures that took place as part of the 2008 and 2009 restructuring programs and (4) a
decrease in legal settlement costs of $1.6 million primarily due to employment issues within our
international operations that were expensed during 2008. The decreases were partially offset by a
$2.5 million contingency recorded during the second quarter of 2009 for employment related taxes
primarily associated with previous fiscal years employer-sponsored
business conferences.
Other income, net (other income) consists primarily of interest income realized from
investments, interest earned on deferred customer receivables, and income generated from our
investment in a partially owned company. Other income decreased $2.4 million or 50.7% during the
third quarter of 2009 to $2.3 million from $4.7 million in the third quarter of 2008 and decreased
$7.1 million or 45.6% during the first nine months of 2009 to $8.6 million from $15.7 million
during the first nine months of 2008. The decrease in other income was primarily attributable to a
decline in investment interest income resulting from a lower average cash equivalent and investment
balance and to a lesser extent lower interest rates throughout the third quarter and first nine
months of 2009 compared to 2008.
Income taxes are accounted for using the asset and liability approach. Deferred income
taxes are provided for the differences between the tax bases of assets or liabilities and their
reported amounts in the financial statements. The income tax provision was $16.5 million in the
third quarter of 2009 compared to an income tax provision of $15.4 million in the third quarter of
2008 representing an effective tax rate of 32.1% and 30.3%, respectively. The income tax provision
was $44.8 million for the first nine months of 2009 compared to $18.9 million for the first nine
months of 2008, representing an effective tax rate of 32.9% and 20.5%, respectively.
The increase in the effective tax rate for the first nine months of 2009 compared to 2008 resulted
from an income tax benefit of $12 million that was recorded during the second quarter of 2008. This
benefit related primarily to the recognition of a deferred tax asset for Brownfield
Redevelopment credits that are available to offset Michigan Business Tax (MBT) liabilities through
the Companys fiscal year 2022.
33
COMPUWARE CORPORATION AND SUBSIDIARIES
RESTRUCTURING COSTS AND ACCRUAL
We incurred charges of $4.0 million and $6.9 million during the third quarter and first nine months
of 2009, respectively, as we continued with our initiative to improve operating efficiencies and
reduce costs (see Note 7 to the Condensed Consolidated Financial Statements). Actions taken during
the third quarter of 2009 are expected to reduce our operating expenses by an additional $55
million in annualized costs.
We will continue to evaluate our business processes to identify opportunities to streamline
operations and reduce costs. Any further actions will likely result in additional restructuring
charges. The amount of such charges will depend upon the nature, timing and extent of the
restructuring actions taken.
MANAGEMENTS DISCUSSION OF CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of
these financial statements requires us to make estimates and judgments that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Assumptions and estimates were based on the facts and circumstances known at December 31,
2008. However, future events rarely develop exactly as forecast, and the best estimates routinely
require adjustment. The accounting policies discussed in Item 7 of our Annual Report on Form 10-K
for the year ended March 31, 2008 are considered by management to be the most important to an
understanding of the financial statements, because their application places the most significant
demands on managements judgment and estimates about the effect of matters that are inherently
uncertain. These policies are also discussed in Note 1 of the Notes to Consolidated Financial
Statements included in Item 8 of that report. There have been no material changes to that
information since the end of fiscal 2008.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2008, cash and cash equivalents and investments totaled approximately $163.7
million, compared to $286.4 million at March 31, 2008.
Net cash provided by operating activities:
Net cash provided by operating activities during the first nine months of 2009 was $78.8 million, a
decrease of $29.2 million from the first nine months of 2008. The decrease was due to the
following: (1) reduction in customer collections of $66 million resulting from the decline in
revenue, primarily professional services and license fees, and to a lesser extent timing of
collections on trade receivables; (2) increase in income taxes paid during 2009 compared to 2008 of
$28 million (3) cash paid for hedge contract settlements during 2009 of $11 million and (4) a
decrease in interest income of $7 million primarily due to the lower cash and investment balance in
2009 compared to 2008. These decreases were partially offset by reductions in disbursements for
employee payroll and benefits of $79 million primarily resulting from the cost savings achieved
through our 2008 and 2009 restructuring initiatives and payment of a $5 million litigation
settlement in the first quarter of 2008.
34
COMPUWARE CORPORATION AND SUBSIDIARIES
The Condensed Consolidated Statements of Cash Flows included in this report compute net cash from
operating activities using the indirect cash flow method. Therefore non-cash adjustments and net
changes in assets and liabilities (net of the effects of acquisitions and currency fluctuations)
are adjusted from net income to derive net cash from operating activities. Changes in accounts
receivable and deferred revenue have typically had the largest impact on the reconciliation of net
income to compute cash flows from operating activities as we allow for deferred payment terms on
multi-year products contracts. The net change for accounts receivable reduced cash flow from
operating activities by $31.8 million in the first nine months of 2009 as compared to the same
period in 2008 and the net change in deferred revenue increased cash flow from operating activities
by $11.7 million for the same periods.
The other significant changes in our reconciliation of net income to derive net cash from operating
activities during the first nine months of 2009 as compared to the first nine months of 2008 were
as follows:
|
(1) |
|
The decrease to cash flows from operating activities resulting from the net change in
accounts payable and accrued expenses of $19.9 million was primarily due to a larger
restructuring initiative in 2008 compared to 2009 and higher commission and bonus expenses
in 2008 compared to 2009 causing the associated accruals to be higher at December 31, 2007
as compared to December 31, 2008. |
|
|
(2) |
|
The net decrease to cash flows from operating activities resulting from the net change
in income taxes and deferred income taxes was primarily due to an increase in tax liability
associated with the increase in net income in 2009 as compared to 2008. |
|
|
(3) |
|
The increase in cash flows from operating activities resulting from the net change in
prepaid expenses and other current assets is primarily due to an increase in the IBM
settlement collected during the first quarter of 2009 as compared to 2008. |
|
|
(4) |
|
Decrease in impairment charges for property and equipment and capitalized software of
$6.3 million that were recorded in the first nine months of 2008 as a result of the 2008
restructuring initiatives. |
As of December 31, 2008, $4.4 million was accrued related to restructuring actions (see Note 7 of
the Notes to Condensed Consolidated Financial Statements included in this report). We continue to
evaluate our business processes to identify ways to reduce costs. Any further actions will likely
result in additional restructuring charges. The amount of such charges will depend upon the nature,
timing and extent of the restructuring actions taken.
We believe our existing cash resources and cash flow from operations will be sufficient to meet
operating cash needs for the foreseeable future.
Net cash provided by investing activities:
Net cash provided by investing activities during the first nine months of 2009 was $45.5 million, a
decrease of $24.7 million from the first nine months of 2008. The decrease was primarily due to a
$20.0 million decline in the amount of investments liquidated in the first nine months of 2009
compared to the first nine months of 2008. The cash generated from the sale of our investments in
both periods was primarily used to fund the stock repurchase initiative.
During the first nine months of 2009 and 2008, capital expenditures for property and equipment and
capitalized research and software development totaled $24.7 million and $20.1 million,
respectively, and were funded with cash flow from operations.
35
COMPUWARE CORPORATION AND SUBSIDIARIES
There were no business acquisitions in the first nine months of 2008 or 2009. However, we continue
to evaluate business acquisition opportunities that fit our strategic plans.
Net cash used in financing activities:
Net cash used in financing activities during the first nine months of 2009 was $163.6 million, a
decrease of $104.4 million from the first nine months of 2008.
The decrease of $160.6 million in cash used to repurchase common stock was offset by the $56.2
million decline in net proceeds received from the exercise of employee stock options and employee
contributions to the employee stock purchase plan.
Since May 2003, the Board of Directors has authorized the repurchase of a total of $1.7 billion of
our common stock under a Discretionary Plan. Purchases of common stock under the Discretionary Plan
may occur on the open market, or through negotiated or block transactions based upon market and
business conditions, subject to applicable legal limitations. On September 5, 2008 pursuant to
authorization granted by the Board of Directors, we entered into an agreement under Rule 10b5-1 of
the Securities and Exchange Act of 1934 (Rule 10b5-1 Plan) to repurchase up to 14 million shares
of our common stock. Due to the increased instability in the credit market that occurred near the
end of the second quarter of 2009, we terminated the Rule 10b5-1 Plan on September 29, 2008. In
addition, repurchases under the Discretionary Plan have been temporarily suspended until market and
credit conditions improve. The long-term goal of our common stock repurchase program to reduce our
outstanding common share count to approximately 200 million shares has not changed. We plan to fund
the common stock repurchase program through our operating cash flow and, if needed, funds from our
existing credit facility, described below.
During the first nine months of 2009, we repurchased approximately 16.6 million shares of our
common stock at an average price of $10.64 per share for a total cost of $177.2 million. As of
December 31, 2008, approximately $566 million remains authorized for future purchases under the
Discretionary Plan.
We reserve the right to change the timing and volume of our repurchases at any time without notice.
The maximum amount of repurchase activity under the Discretionary Plan, excluding block purchases
and negotiated transactions, continues to be limited on a daily basis to 25% of the average daily
trading volume of our common stock during the previous four week period. In addition, no purchases
are made during our self-imposed trading black-out periods in which the Company and our insiders
are prohibited from trading in our common shares. Our standard quarterly black-out period commences
10 business days prior to the end of each quarter and terminates one full market day following the
public release of our earnings.
The Company has a credit facility with Comerica Bank and other lenders to provide leverage for the
Company if needed. The credit facility provides for a revolving line of credit in the amount of
$150 million and expires on November 1, 2012. The credit facility also permits us to increase the
facility by an additional $150 million, subject to receiving further commitments from lenders and
certain other conditions. The credit facility also limits borrowing outside of the facility to $250
million. No borrowings have occurred under this credit facility.
36
COMPUWARE CORPORATION AND SUBSIDIARIES
Recently Issued Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements for recently issued accounting
pronouncements that could affect the Company.
CONTRACTUAL OBLIGATIONS
Our contractual obligations are described in Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the
year ended March 31, 2008. Except as described elsewhere in this report on Form 10-Q, there have
been no material changes to those obligations or arrangements outside of the ordinary course of
business since the end of fiscal 2008.
37
COMPUWARE CORPORATION AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed primarily to market risks associated with movements in interest rates and foreign
currency exchange rates. There have been no material changes to our foreign exchange risk
management strategy or our investment standards subsequent to March 31, 2008, therefore the market
risks remain substantially unchanged since we filed the Annual Report on Form 10-K for the fiscal
year ending March 31, 2008.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure material information
required to be disclosed in our reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized, and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required financial disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that a control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any,
with a company have been detected.
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the
Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective, at the reasonable
assurance level, to cause information required to be disclosed in the reports that we file or
submit under the Exchange Act to be recorded, processed, summarized and reported within the time
periods specified in the Commissions rules and forms and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required financial disclosure.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during the fiscal quarter
ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
38
COMPUWARE CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1A. Risk Factors
Other than the risk that continuing uncertainty in the United States and global economies may
reduce demand for our software products, professional services and application services that was
added in our Form 10-Q for the quarter ended June 30, 2008, there have been no material changes to
the Risk Factors as previously disclosed in our Form 10-K for the fiscal year ended March 31, 2008.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company did not repurchase any shares of its common stock during the fiscal quarter ended
December 31, 2008.
On November 28, 2008, the Company issued 2,187 shares of common stock to Mr. Karmanos for $6.05 per
share in cash. These shares were issued under the same terms as provided in the Companys Employee
Stock Purchase Plan (ESPP) with respect to all other employees of the Company, although he does
not participate in the ESPP directly and is not entitled to the favorable tax treatment afforded to
participants in the ESPP due to his beneficial ownership of more than 5% of the Companys
outstanding shares. The sale of these securities to Mr. Karmanos was exempt from the registration
requirements of the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering. There were no underwriters involved in
connection with the sale of the above securities.
Item 5. Other Information
Amendment to the Peter Karmanos, Jr. Consulting/Employment Letter
On December 31, 2008, the Company and its Chairman and Chief Executive Officer, Peter Karmanos,
Jr., executed an amendment (Amendment) to the Post-Retirement Consulting Agreement dated March 1,
2007 between the Company and Mr. Karmanos (Agreement). The Amendment modifies the Agreement to
comply with Section 409A of the Internal Revenue Code. The modifications provide more specificity
regarding payment dates prescribed under the Agreement and may require Mr. Karmanos to be
reimbursed for certain benefits instead of continuing to participate in the Companys benefits
plans. The foregoing description is qualified in its entirety by reference to the full text of the
Amendment, which is attached to this Form 10-Q as Exhibit 10.111, and incorporated herein by
reference.
Modification of procedures by which shareholders recommend nominees to the Board of
Directors
At its regular meeting on November 6, 2008, the Board of Directors of the Company adopted
modifications to Section 1.11 of the Companys Bylaws, which contain advance notice requirements
for shareholders who wish to bring matters or nominees before a meeting of shareholders. The
changes to Section 1.11 became effective immediately. The material changes to Section 1.11 with
respect to nominations are summarized below.
|
1. |
|
The provisions have been modified to clarify that, unless otherwise provided in the
articles of incorporation, the only way for a shareholder to nominate a director is by
complying with the notice requirements. |
|
|
2. |
|
Information in addition to that previously required must be provided by the proponent
about itself and its affiliates and about any proposed nominee, including the nominees |
39
COMPUWARE CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
|
|
|
address and stock ownership information, and upon the Companys request, any relevant
information regarding a nominees independence; more detailed ownership information
regarding the proponent and its affiliates and persons acting in concert with the
proponent; a description of compensatory arrangements and other material relationships
among the nominee and the proponent; a description of any ownership interest of the
proponent or nominee in any direct competitor of the Company; whether the proponent intends
to solicit proxies in support of their business or nominee; as to business other than
nominations, all information required to be disclosed in a proxy statement as if proxies
were being solicited regarding the matter and a description of all agreements and
understandings between the proponent and any other person in connection with the proposal
of such business. |
|
3. |
|
The proponent must now update the information provided as of the record date for the
meeting and as of 10 business days prior to the meeting. |
|
|
4. |
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While the notice deadline for annual meeting business remains at 90 days prior to the
first anniversary of the prior years annual meeting, a notice must be delivered to the
Company not more than 120 days before the first anniversary of the prior years annual
meeting. |
|
|
5. |
|
The notice period for nominees in the event of an election at a special meeting was
conformed to the annual meeting notice period, so that notice must now be given not earlier
than the 120th day prior to the meeting and not later than the 90th day prior to the
meeting or the 10th day after public notice of the meeting date. The prior provision
required that notice be given not earlier than the 90th day prior to the meeting and not
later than the 60th day prior to the meeting or the 10th day after public notice of the
meeting date. |
|
|
6. |
|
The revised bylaw requires a representation by the proponent that the proponent will be
at the meeting to make the nomination or bring the other business before the meeting and
clarifies that the proponent (or a qualified representative) must be present at the meeting
to make the nomination or present the business before it will be acted upon. |
|
|
7. |
|
The revised bylaw requires an undertaking from any nominee to comply with the Companys
various policies applicable to outside directors if elected to the Board. |
The above description of the material modifications to the procedures for making nominations under
Section 1.11 of the Bylaws does not purport to be a complete statement of those provisions. Such
description is qualified in its entirety by reference to Section 1.11, which is part of Exhibit 3.2
attached to this Form 10-Q and incorporated herein by reference.
40
COMPUWARE CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits
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|
|
Exhibit |
|
|
Number |
|
Description of Document |
|
|
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3.2
|
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Amended and Restated Bylaws of Compuware Corporation effective as
of November 6, 2008 (1) |
|
|
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4.11
|
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Amendment No. 3 to Rights Agreement, dated as of February 2, 2009 (filed as an exhibit to the Companys Form 8-K filed on February 3, 2009 and incorporated herein by reference) |
|
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10.110
|
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Employee Restricted Stock Unit Award Agreement (filed as an exhibit to the
Companys Form 10-Q for the period ended September 30, 2008 and incorporated
herein by reference) |
|
|
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10.111
|
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Amendment to the Consulting/Employment Letter with Peter Karmanos, Jr. (1) |
|
|
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10.112
|
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W. James Prowse Consulting Agreement Dated as of November 17, 2008 (1) |
|
|
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10.113
|
|
Amendment No. 1 to the 2007 Long Term Incentive Plan (1) |
|
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10.114
|
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Amendment No. 2 to the 2002 Directors Phantom Stock Plan (1) |
|
|
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10.115
|
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Amended and Restated 2005 Non-Employee Directors Compensation Plan (1) |
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10.116
|
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Form of Agreement to Replace and Forfeit the 2002 Directors Phantom Stock Plan (1) |
|
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10.117
|
|
Form of Agreement to Replace and Forfeit the 2005 Non-Employee Directors Deferred
Compensation Plan (1) |
|
|
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10.118
|
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Form of Director Restricted Stock Unit Grant Agreement (Replacing Directors Phantom Stock Units)
(1) |
|
|
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10.119
|
|
Form of Director Restricted Stock Unit Grant Agreement (Replacing Deferred Compensation Units)
(1) |
|
|
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10.120
|
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Form of Directors Annual Restricted Stock Unit Award Agreement (1) |
|
|
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10.121
|
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Form of Directors Restricted Stock Unit Agreement for Deferred Compensation (1) |
|
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15
|
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Independent Registered Public Accounting Firms Awareness Letter (1) |
|
|
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31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act. (1) |
|
|
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31.2
|
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act. (1) |
|
|
|
32
|
|
Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b)
of the Securities Exchange Act. (1) |
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
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COMPUWARE CORPORATION
|
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Date: February 5, 2009 |
By: |
/s/ Peter Karmanos, Jr.
|
|
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Peter Karmanos, Jr. |
|
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Chief Executive Officer
(duly authorized officer) |
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|
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Date: February 5, 2009 |
By: |
/s/ Laura L. Fournier
|
|
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Laura L. Fournier |
|
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Executive Vice President, Chief
Financial Officer and Treasurer
(principal financial officer) |
|
|
42