COMPUWARE CORP
ITEM 1. BUSINESS
We deliver value to businesses worldwide by providing software and web performance solutions, professional services and application services that improve the performance of information technology (“IT”) organizations. Originally founded in 1973 as a professional services company, we began to offer mainframe productivity tools for fault diagnosis, file and data management, and application debugging in the late 1970’s.
In the 1990’s and 2000’s, 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:
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Develop and deliver high quality, high performance enterprise business applications in a timely and cost-effective manner.
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Measure, manage and communicate IT service delivery in business terms, and maintain consistent, high levels of service delivery.
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Optimize the performance, availability and quality of web and mobile applications.
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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 today’s 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 operate in four business segments in the software and technology services industries: products, web performance services, professional services and application services (see Note 13 of the notes to consolidated financial statements, included in Item 8 of this report).
For a discussion of developments in our business during fiscal 2010, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We were incorporated in Michigan in 1973. Our executive offices are located at One Campus Martius, Detroit, Michigan 48226-5099, and our telephone number is (313) 227-7300. Our Internet address is www.compuware.com. We make available in the investor relations section of our external web site, our Codes of Conduct and our Board committee charters, as well as copies of reports we file with the Securities and Exchange Commission as soon as reasonably practicable after we electronically file such reports. The information contained on our web site should not be considered part of this report.
This report 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, including, without limitation, those discussed in
ITEM 1A. RISK FACTORS
An investment in our common stock is subject to risks inherent to our business. The material risks and uncertainties that we believe affect us are described below. The risks and uncertainties described below are not the only ones we face. Additional 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. 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.
The majority of our products segment revenue is dependent on our customers’ continued use of International Business Machines Corporation and IBM-compatible products.
The majority of our revenue from software products is generated from products designed for use with IBM and IBM-compatible mainframe operating systems. As a result, the majority of our revenue from software products is dependent on our customers’ continued use of these systems. In addition, because our products operate in conjunction with IBM operating systems software, changes to IBM’s mainframe operating systems may require us to adapt our products to these changes. IBM also provides competing products designed for use with their mainframe operating systems. A decline in our customer’s use of IBM and IBM-compatible mainframe operating systems, delays or the inability to keep our products current with changes to IBM’s mainframe operating systems, or the loss of market share to IBM’s competing products could have a material adverse effect on our results of operations and cash flow.
Our product revenue is dependent on the acceptance of our pricing structure for software licenses, maintenance services and web performance services.
The pricing of our software licenses, maintenance services and web performance services is under constant pressure from customers and competitive vendors that can negatively impact our product revenue. These competitive pressures could have a material adverse effect on our results of operations and cash flow.
Maintenance revenue could continue to decline.
Our maintenance revenue has been negatively affected by reduced pricing for mainframe maintenance renewals and the decline in new mainframe maintenance arrangements. If we are unable to increase new product sales and maintenance contract renewals to outpace the combined impact of maintenance cancellations, reduced pricing for maintenance renewals and currency fluctuations, our maintenance revenues will continue to decline, which could have a material adverse effect on our results of operations and cash flow.
The markets for web performance services are at an early stage of development with emerging competitors. If these markets do not develop or develop more slowly than we expect, or if there is an increase in competition, our revenue may decline or fail to grow.
We derive revenue from providing on-demand web performance services. While web applications have become increasingly significant for a growing number of companies, the market for web performance services is in an early stage of development, and it is uncertain whether these services will achieve and sustain high levels of demand and market acceptance. Growth in revenue generated from these services will depend on the willingness of organizations to increase their use of web performance services. Some businesses may be reluctant or unwilling to use these services for a number of reasons, including failure to perceive the need for improved testing and monitoring of web applications and lack of knowledge about the potential benefits these services may provide. This market is also competitive and rapidly changing, and several of our competitors have greater financial and marketing resources than we do. As a result, our competitors may be more efficient and effective at achieving the following principal competitive factors affecting the market for web performance services: real-time availability of data and reporting, the proven performance, security, scalability, flexibility and reliability of services offered; the usability of services offered, including ease of implementation and use; and pricing. If we are less successful at achieving one or more of these factors than our competitors or the
demand for web performance services declines or does not grow, we may lose market share which could have a material adverse effect on our business, financial condition and operating results.
The market for application services is in its early stages of development with emerging competitors. As the market matures, competition may increase and could have a material negative impact on our results of operations.
Several of our competitors in the application services market have substantially greater financial, marketing, recruiting and training resources than we do. As a result, our competitors may be more efficient and effective at achieving the following principal competitive factors affecting the market for application services: speed of implementation, reduced risk related to regulatory compliance and implementation problems, inclusion of state of the art technology features, solution performance, ability to meet customer service level requirements and price. If we are less successful at achieving one or more of these factors than our competitors, we may lose market share which could have a material adverse effect on our business, financial condition and operating results.
If we are not successful in implementing our professional services strategy, our operating margins may decline materially.
Our business strategy for the professional services segment is to improve the segment’s operating margin by requiring certain margin thresholds for all new business and managing the segment operating expenses accordingly. If our customers will not accept the higher billing rates necessary to achieve these minimum thresholds, our revenues and operating margins may be negatively impacted which could have a material adverse effect on our results of operations and cash flow.
We may fail to achieve our forecasted financial results due to inaccurate sales forecasts or other unpredictable factors. If we fail to meet the expectations of analysts or investors, our stock price could decline substantially.
Our revenues, particularly our software license revenues, are difficult to forecast. Software license revenues in any quarter are substantially dependent on orders booked in the quarter. Our sales personnel monitor the status of all proposals and estimate when a customer will make a purchase decision and the dollar amount of the sale. These estimates are aggregated periodically to generate the sales forecast. Our sales forecast estimates could prove to be unreliable both in a particular quarter and over a longer period of time as a significant amount of our transactions are completed during the final weeks and days of the quarter. Therefore, we generally do not know whether revenues or earnings will have met expectations until after the end of the quarter. Also, the manner in which our customers license our products can cause revenues to be deferred or recognized ratably over time and changes in the mix of customer agreements could adversely affect our revenues. As a result, our actual financial results can vary substantially from our forecasted results.
In addition, investors should not rely on the results of prior periods or on historical seasonality in license revenue as an indication of our future performance. Our operating expense levels are relatively fixed in the short-term and are based, in part, on our expectations of future revenue. If we have unanticipated lower sales in any given quarter, we will not be able to reduce our operating expenses for that quarter proportionately in response. Therefore, net income may be disproportionately affected by a fluctuation in revenue.
Any significant shortfall in revenues or earnings; or lowered expectations could cause our common stock price to decline.
Future changes in the United States and global economies may reduce demand for our products and services, which may have a material adverse effect on our revenues and operating results.
Our revenues and profitability depend on the overall demand for our software products, web performance services, professional services and application services. Regional and global economic change and uncertainty have resulted in companies reassessing their spending for technology projects. If the economies within the United States and/or other geographic regions in which we operate experience a slowdown or recession, it could have a material adverse effect on our results of operations and cash flow.
Defects or disruptions in our web performance services or application services networks or interruptions or delays in service would impair the delivery of our on-demand service and could diminish demand for our services and subject us to substantial liability.
Defects in our web performance services or application services networks could result in service disruptions for our customers. Our network performance and service level could be disrupted by numerous events, including natural disasters and power losses. We might inadvertently operate or misuse the system in ways that could cause a service disruption for some or all of our customers. We might have insufficient redundancy or server capacity to address any such disruption, which could result in interruptions in our services or degradations of our service levels. Our customers might use our web performance services in ways that cause a service disruption for other customers. These defects or disruptions could undermine confidence in our services and cause us to lose customers or make it more difficult to attract new ones, either of which could have a material adverse effect on our results of operations and cash flow.
Future changes in the U.S. domestic automotive manufacturing business could reduce demand for our professional services and application services, which may have a material negative effect on our revenues and operating results.
A substantial portion of our worldwide professional services revenue, which includes the professional services segment and the application services segment, has been generated from customers in the automotive industry, with General Motors Company currently being our largest customer.
Many of our customers in the domestic automotive industry are engaged in restructuring and other efforts to cut costs, including IT expenditures. Further negative developments in this industry, including additional bankruptcies, could reduce the demand for our services and increase the collection risk of accounts receivables from these customers, which could have a material adverse effect on our professional and application services results of operations and operating margin in this business.
If the fair value of our long-lived assets deteriorated below the carrying value of these assets, recognition of an impairment loss would be required, which could materially and adversely affect our financial results.
We evaluate our long-lived assets, including property and equipment, goodwill, acquired product rights and other intangible assets, whenever events or circumstances occur that may indicate these assets are impaired or periodically as required by generally accepted accounting principles. In the continuing process of evaluating the recoverability of the carrying amount of our long-lived assets, there is the possibility that we could identify a substantial impairment, which could have a material adverse effect on our results of operations.
Our software technology may infringe the proprietary rights of others.
Our software technology is developed or enhanced internally or acquired through acquisitions.
All employees sign an agreement that states the employee was hired for his or her talent and skill rather than for any trade secrets or proprietary information of others of which he or she may have knowledge. Further, our employees execute an agreement stating that work developed for us or our clients belongs to us or our clients, respectively.
During the due diligence stage of any software technology acquisition, we research and investigate the title to the software technology we will be acquiring from the seller. This investigation generally includes without limitation, litigation searches, copyright and trademark searches, review of development documents and interviews with key employees of the seller regarding development, title and ownership of the software technology being acquired. The acquisition document itself generally contains representations, warranties and covenants concerning the title and ownership of the software technology as well as indemnification and remedy provisions in the event the representations, warranties and covenants are breached by the seller.
Although we use all reasonable efforts to ensure we do not infringe on third party intellectual property rights, there can be no assurance that third parties will not assert infringement claims against us with respect to our current and future software technology or that any such assertion will not require us to enter into royalty arrangements or result in costly litigation.
Our results could be adversely affected by increased competition, pricing pressures and technological changes within the software products market.
The markets for our software products are highly competitive. We consider over 40 firms to be directly competitive with one or more of our products and several of these have greater financial and marketing resources than we do. The principal competitive factors affecting the market for our software products include: responsiveness to customer needs, functionality, performance, reliability, ease of use, quality of customer support, sales channels, vendor reputation and price. A variety of external and internal events and circumstances could adversely affect our competitive capacity. Our ability to remain competitive will depend, to a great extent, upon our performance in sales, product development and customer support. To be successful in the future, we must respond promptly and effectively to our customers’ purchasing methodologies, challenges of technological change and our competitors’ innovations by continually enhancing our product offerings.
We operate in an industry characterized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product introductions and enhancements. If we fail to keep pace with technological change in our industry, such failure would have an adverse effect on our revenues. During the past several years, many new technological advancements and competing products entered the marketplace. To the extent that our current product portfolio does not meet such changing requirements, our revenues will suffer. Delays in new product introductions or less-than-anticipated market acceptance of these new products are possible and could have a material adverse effect on our revenues.
Developers of third party products, including operating systems, databases, systems software, applications, networks, servers and computer hardware, frequently introduce new or modified products. These new or modified third party products could incorporate features which perform functions currently performed by our products or could require substantial modification of our products to maintain compatibility with these companies’ hardware or software. While we have generally been able to adapt our products and our business to changes introduced by new or modified third party product offerings, there can be no assurance that we will be able to do so in the future. Failure to adapt our products in a timely manner to such changes or customer decisions to forego the use of our products in favor of those with comparable functionality contained either in the hardware or other software could have a material adverse effect on our results of operations and cash flow.
The market for professional services is highly competitive, fragmented and characterized by low barriers to entry.
We have numerous competitors in the professional services markets in which we operate. Several of these competitors have substantially greater financial, marketing, recruiting and training resources than we do. The principal competitive factors affecting the market for our professional services include responsiveness to customer needs, breadth and depth of technical skills offered, availability and productivity of personnel, ability to demonstrate achievement of results and price. There is no assurance that we will be able to compete successfully in the future.
We must develop or acquire product enhancements and new products to succeed.
Our success depends in part on our ability to develop product enhancements and new products that keep pace with continuing changes in technology and customer preferences. The majority of our products have been developed from acquired technology and products. We believe that our future growth lies, in part, in continuing to identify, acquire and then develop promising technologies and products. While we are continually searching for acquisition opportunities, there can be no assurance that we will continue to be successful in identifying, acquiring and developing products and technology. If any potential acquisition opportunities are identified, there can be no assurance that we will consummate and successfully integrate any such acquisitions and there can be no assurance as to the timing or effect on our business of any such acquisitions. Our failure to develop technological improvements or to adapt our products to technological change may, over time, have a material adverse effect on our business.
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.
As part of our overall strategy, we have acquired or invested in, and plan to continue to acquire or invest in, complementary companies, products, and technologies and may enter into joint ventures and strategic alliances with other companies. Risks commonly encountered in such transactions include: the difficulty of assimilating the operations and personnel of the combined companies; the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; the potential disruption of our ongoing business; the inability to retain key technical, sales and managerial personnel; the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; the risk that revenues from acquired companies, products and technologies do not meet our expectations; and decreases in reported earnings as a result of charges for in-process research and development and amortization of acquired intangible assets.
For us to maximize the return on some of our investments in acquired companies, the products of these entities must be integrated with our existing products. These integrations can be difficult and unpredictable, especially given the complexity of software and that acquired technology is typically developed independently and designed with no regard to integration. The difficulties are compounded when the products involved are well-established because compatibility with the existing base of installed products must be preserved. Successful integration also requires coordination of different development and engineering teams. This too can be difficult and unpredictable because of possible cultural conflicts and different opinions on technical decisions and product roadmaps. There can be no assurance that we will be successful in our product integration efforts or that we will realize the expected benefits.
With each of our acquisitions, we have initiated efforts to integrate the disparate cultures, employees, systems and products of these companies. Retention of key employees is critical to ensure the continued development, support, sales and marketing efforts pertaining to the acquired products. We have implemented retention programs to keep many of the key technical and sales employees of acquired companies. Nonetheless, we have lost some key employees and may lose others in the future.
We are exposed to exchange rate risks on foreign currencies and to other international risks that may adversely affect our business and results of operations.
Over one-third of our total revenues are derived from foreign operations and we expect that foreign operations will continue to generate a significant percentage of our total revenues. Products and services are generally priced in the currency of the country in which they are sold. Changes in the exchange rates of foreign currencies or exchange controls may adversely affect our results of operations. The international business is also subject to other risks, including the need to comply with foreign and U.S. laws and the greater difficulty of managing business overseas. In addition, our foreign operations are affected by general economic conditions in the international markets in which we do business. A worsening of economic conditions in these markets could cause customers to delay or
forego decisions to license new products or to reduce their requirements for professional and application services.
Current laws may not adequately protect our proprietary rights.
We regard our software as proprietary and attempt to protect it with copyrights, trademarks, trade secret laws and/or restrictions on disclosure, copying and transferring title. Despite these precautions, it may be possible for unauthorized third parties to copy certain portions of our products or to obtain and use information that we regard as proprietary. We have many patents and many patent applications pending. However, existing patent and copyright laws afford only limited practical protection. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States. Any claims against those who infringe on our proprietary rights can be time consuming and expensive to prosecute, and there can be no assurance that we would be successful in protecting our rights despite significant expenditures.
The loss of certain key employees and technical personnel or our inability to hire additional qualified personnel could have a material adverse effect on our business.
Our success depends in part upon the continued service of our key senior management and technical personnel. Such personnel are employed at-will and may leave Compuware at any time. Our success also depends on our continuing ability to attract and retain highly qualified technical, managerial and sales personnel. The market for professional services and software products personnel has historically been, and we expect that it will continue to be, intensely competitive. There can be no assurance that we will continue to be successful in attracting or retaining such personnel. The loss of certain key employees or our inability to attract and retain other qualified employees could have a material adverse effect on our business.
Unanticipated changes in our operating results or effective tax rates, or exposure to additional income tax liabilities, could affect our profitability.
We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. One of the components that need to be evaluated is the realization of our deferred tax assets. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. Changes in estimates of projected future operating results or in assumptions regarding our ability to generate future taxable income could result in significant increases to our valuation allowance and tax expense that would reduce net income.
In addition, we recognize reserves for uncertain tax positions through tax expense for estimated exposures related to our current tax positions. We evaluate the need for reserves for uncertain tax positions on a quarterly basis and any change in the amount will be recorded in our results of operations, as appropriate. It could take several years to resolve certain of these reserves for uncertain tax positions.
We are also subject to routine corporate income tax audits in the jurisdictions in which we operate. Our provision for income taxes includes amounts intended to satisfy income tax assessments that are likely to result from the examination of our corporate tax returns that have been filed in these jurisdictions. The amounts ultimately paid upon resolution of these examinations could be materially different from the amounts included in the provision for income taxes and result in increases to tax expense.
Our stock repurchase plan may be suspended or terminated at any time, which may result in a decrease in our stock price.
We have repurchased shares of our common stock in the market during the past several years and currently repurchase shares under an arrangement pursuant to which management is permitted to determine the amount and timing of repurchases in its discretion subject to an overall limit. Our ability and willingness to repurchase shares is subject to, among other things, the availability of cash resources and credit at rates and upon terms we believe are prudent. Stock market conditions, the market value of our common stock and other factors may also make it imprudent for us from time to
time to engage in repurchase activity. There can be no assurance that we will continue to repurchase shares at historic levels or at all. If our repurchase program is curtailed, our stock price may be negatively affected.
Acts of terrorism, acts of war and other unforeseen events may cause damage or disruption to us or our customers, which could materially and adversely affect our business, financial condition and operating results.
Natural disasters, acts of war, terrorist attacks and the escalation of military activity in response to such attacks or otherwise may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws, market disruptions and job losses. Such events may have an adverse effect on the economy in general. Moreover, the potential for future terrorist attacks and the national and international responses to such threats could affect the business in ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our business, financial condition and results of operations.
Our articles of incorporation, bylaws and rights agreement as well as certain provisions of Michigan law may have an anti-takeover effect.
Provisions of our articles of incorporation and bylaws, Michigan law and the Rights Agreement, dated October 25, 2000, as amended, between Compuware Corporation and Equiserve Trust Company, N.A. (now known as Computershare Trust Company N.A.), as rights agent, could make it more difficult for a third party to acquire Compuware, even if doing so would be perceived to be beneficial to shareholders. The combination of these provisions inhibits a non-negotiated acquisition, merger or other business combination involving Compuware, which, in turn, could adversely affect the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Our executive offices, primary research and development lab, principal marketing department, primary professional and application services office, customer service and support teams are located in our corporate headquarters building in Detroit, Michigan. We own the facility, which is approximately 1.1 million square feet, including approximately 304,000 square feet designated for lease to third parties for office, retail and related amenities and approximately 4,244 square feet donated for use by local not-for-profit organizations. In addition, we lease approximately 217,000 square feet of land on which the facility resides.
We lease approximately 82 sales and professional services offices in 29 countries, including 5 remote product research and development facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows. See Note 14 of the notes to consolidated financial statements, included in Item 8 of this report, for additional information.
PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The NASDAQ Global Select Market (“NASDAQ”) under the symbol CPWR. As of May 14, 2010, there were 4,062 shareholders of record of our common stock. We have not paid any cash dividends on our common stock since fiscal 1986 and have no current intention to pay dividends. The following table sets forth the range of high and low sale prices for our common stock for the periods indicated, all as reported by NASDAQ.
Common Share Repurchases
The following table sets forth, the repurchases of common stock for the quarter ended March 31, 2010:
(1)
Our purchases of common stock may occur on the open market or in negotiated or block transactions based upon market and business conditions. Unless terminated earlier by resolution of our Board of Directors, the discretionary share repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder. The maximum amount of repurchase activity under the repurchase plan continues to be limited on a daily basis to 25% of the average trading volume of our common stock for 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.
Issuance Of Unregistered Shares
As disclosed in the Company’s annual meeting proxy statement, Peter Karmanos, Jr., the Company’s Chief Executive Officer, purchases shares from the Company on the same terms and subject to the same conditions and limitations as provided in the Company’s 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 Company’s outstanding shares. The description of the ESPP included in Note 15 of the Notes to Consolidated Financial Statements, included in Item 8 of this report, is incorporated herein by reference. The Company has treated for administrative purposes the shares purchased by Mr. Karmanos as purchases pursuant to the ESPP. However, we have determined based on advice from counsel that since he is not allowed to participate in the ESPP, the issuance of shares may be considered unregistered. On February 26, 2010, 3,602 shares were issued to Mr. Karmanos for $7.07 per share under this arrangement. Mr. Karmanos continues to hold all shares purchased under this arrangement. The sales of these securities to Mr. Karmanos were exempt from the registration requirements of the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. There were no underwriters involved in connection with the sale of the above securities.
Comparison of Cumulative Five Year Total Return
The following line graph compares the yearly percentage change in the cumulative total shareholder return on our common shares with the cumulative total return of each of the following indices: the S&P 500 Index, the NASDAQ Market Index and the NASDAQ Computer and Data Processing Index for the period from April 1, 2005 through March 31, 2010. The graph includes a comparison to the S&P 500 Index in accordance with SEC rules, as the Company’s common stock is part of such index. The graph assumes the investment of $100 in our common shares, the S&P 500 Index and each of the two NASDAQ indices on March 31, 2005 and the reinvestment of all dividends.
The comparisons in the graph are required by applicable SEC rules. You should be careful about drawing any conclusions from the data contained in the graph, because past results do not necessarily indicate future performance. The information contained in this graph shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.
Total Return To Shareholders
(Includes reinvestment of dividends)
The additional information required in this section is contained in Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The selected statement of operations and balance sheet data presented below are derived from our audited consolidated financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto and
ITEM 7.
MANAGEMENT’S 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, including, without limitation, those discussed in Item 1A. Risk Factors and elsewhere in this report, 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. 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.
OVERVIEW
In this section, we discuss our results of operations on a segment basis. We operate in four business segments in the technology industry: products, web performance services, 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 audited consolidated financial statements and notes included in Item 8 of this report.
We deliver value to businesses by providing software and web performance solutions; professional services; and application services that improve the performance of information technology (“IT”) organizations. Originally founded in 1973 as a professional services company, we began to offer mainframe productivity tools for fault diagnosis, file and data management, and application debugging in the late 1970’s and distributed and web-based platforms in the 1990’s and 2000’s.
The Company’s products and services are offered worldwide to the largest IT organizations across a broad spectrum of technologies, including mainframe, distributed and Internet platforms and provide the following capabilities:
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Our products and web performance services are designed to enhance the effectiveness of key disciplines throughout IT organizations including application development and delivery, service management and IT portfolio management and the availability and quality of web applications.
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Our application services use business-to-business applications to integrate vital business information and processes between partners, customers and suppliers.
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Our IT professional services include IT portfolio management services, application delivery management services, application outsourcing services and enterprise legacy modernization services. Our professional services segment also provides implementation, consulting and training services in tandem with the Company’s product offerings which are referred to as product related services.
Annual Update
The following occurred during fiscal 2010:
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Achieved an increase in product software contribution margin to 50.9% in fiscal 2010 from 45.8% in fiscal 2009 as a result of the $52.4 million gain on divestiture during fiscal 2010.
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Experienced an increase in professional services segment contribution margin to 10.9% in fiscal 2010 from 7.1% in fiscal 2009.
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Repurchased approximately 17.9 million shares of our common stock during fiscal 2010 at an average price of $7.41 per share.
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Released 14 mainframe and 15 distributed product enhancements.
We also continued to advance our Compuware 2.0 initiative in fiscal 2010 as follows:
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Acquired Gomez, a leading provider of web application performance services, for $295 million in cash (see Note 2 of the notes to consolidated financial statements, included in Item 8 of this report).
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Sold our Quality and DevPartner product lines (“Product Divestiture”) to Micro Focus International PLC (“Micro Focus”) realizing a gain of $52.4 million to operating income (see Note 3 of the notes to consolidated financial statements, included in Item 8 of this report).
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Executed our plan to have a smaller, more profitable professional services segment focused on engagements that allow us to achieve specified contribution margin targets.
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Advanced our application services segment business strategy with a focus on the healthcare market while maintaining customer satisfaction in the automotive industry.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operational data from the consolidated statements of operations as a percentage of total revenues and the percentage change in such items compared to the prior period:
*
Web performance services segment revenue is referred to as subscription fees and combined with maintenance in the consolidated statements of operations, included in Item 8 of this report.
**
The professional services segment and the application services segment are combined and reported as professional services in the consolidated statements of operations, included in Item 8 of this report.
PRODUCT SOFTWARE
In November 2009, we acquired Gomez, a leading provider of web performance services that organizations use to test and monitor the performance, availability and quality of their web applications, while in development and after deployment. We report the web performance services business as a separate segment referred to as the “web performance services segment”.
Gomez’s web performance services complement our enterprise application management products, specifically Vantage, and allow us to offer IT organizations comprehensive solutions that effectively monitor the performance of their enterprise and Internet application systems. Because of this relationship, the products segment and web performance services segment are referred together as “product software”.
The revenue for the web performance services segment is referred to as subscription fees and reported with maintenance in the consolidated statement of operations. The research and development costs and sales and marketing costs for our products segment and web performance services segment are combined and reported as “Technology development and support” and “Sales and marketing”, respectively, in the consolidated statements of operations. As a result, “Technology development and support”, “Sales and marketing” and contribution margins for the products and web performance services segments will be analyzed on a combined, product software basis within this section.
Financial information for the product software business was as follows (in thousands):
The product software business generated a contribution margin of 50.9%, as reported, or 42.9% excluding the gain on divestiture of $52.4 million related to the Product Divestiture, during fiscal 2010 compared to 45.8% and 42.4% during fiscal 2009 and fiscal 2008, respectively.
The decrease in the contribution margin excluding the gain on divestiture in fiscal 2010 as compared to fiscal 2009 was primarily due to the decline in mainframe product revenue.
The improvement in the contribution margin in fiscal 2009 as compared to fiscal 2008 was due to product expenses decreasing at a faster rate than product revenue. Expenses decreased primarily due to the cost reduction initiatives implemented as part of the fiscal 2008 and fiscal 2009 restructuring programs that impacted the technology and sales divisions.
Product Software Revenue
Revenue for the products and web performance services segments was as follows (in thousands):
*
Divested products license and maintenance fees relate to our Quality and DevPartner product lines that were sold during fiscal 2010. See Note 3 of the notes to consolidated financial statements, included in Item 8 of this report, for more information on this divestiture.
Product software revenue by geographic location is presented in the table below (in thousands):
Product software revenue, which consists of software license fees, maintenance fees and subscription fees, comprised 73.0%, 64.1% and 62.9% of total revenue during fiscal 2010, 2009 and 2008, respectively.
Software license fees
Software license fees (“license fees”) decreased $25.1 million or 11.4% during fiscal 2010, which included a positive impact from foreign currency fluctuations of $3.1 million, and decreased $77.9 million or 26.2% during fiscal 2009, which included a negative impact from foreign currency fluctuations of $10.6 million.
Excluding the $17.4 million impact from divested products, license fees decreased $7.7 million or 4.0% during fiscal 2010 as compared to fiscal 2009. Mainframe products accounted for $4.8 million of the decrease and our distributed products accounted for $2.9 million of the decrease. Our distributed product decline was primarily due to a $6.2 million decline in Uniface and Changepoint license fees, offset by a $3.4 million increase in Vantage license fees. The license fee decline occurred during our first quarter of fiscal 2010 as the global economic slowdown that began during the second quarter of fiscal 2009 continued to affect the closure of license transactions for all our product lines. The decline was partially offset by license fees growth during the remainder of fiscal 2010 as economic conditions began to improve causing customers to increase technology spending.
The decline in software license fees in fiscal 2009 as compared to fiscal 2008 was a result of the global economic slowdown that began at the end of the second quarter of fiscal 2009 affecting the closure of license transaction deals across all product lines with Vantage, Quality and mainframe products having the greatest effect on the decline.
During fiscal 2010 and fiscal 2009, for software license transactions that are required to be recognized ratably, we deferred $55.6 million and $80.0 million, respectively, of license revenue relating to such transactions that closed during the period. We recognized as license fees $80.2 million and $84.7 million, respectively, of previously deferred license revenue relating to such transactions that closed and had been deferred prior to the beginning of the period, including $7.2 million related to our divested products during the first quarter of fiscal 2010.
Maintenance fees
Maintenance fees decreased $40.0 million or 8.3% during fiscal 2010, which included a positive impact from foreign currency fluctuations of $450,000, and increased $3.1 million or 0.7% during fiscal 2009, which included a negative impact from foreign currency fluctuations of $8.0 million.
Excluding the $29.2 million impact from divested products, maintenance fees decreased $10.8 million or 2.4% during fiscal 2010 as compared to fiscal 2009. The decrease was primarily the result of reductions in our mainframe product lines. The global economic slowdown that began during the second quarter of fiscal 2009 also impacted maintenance contracts for new mainframe arrangements and the pricing of existing arrangements being renewed.
The increase in maintenance fees in fiscal 2009 as compared to fiscal 2008 was due to growth in our mainframe products, primarily Strobe, of $2.0 million and Vantage of $1.1 million.
Subscription fees
In November 2009, through the acquisition of Gomez, we began to offer, on a subscription basis, web performance services that are used to test and monitor web and mobile applications.
Revenue recognized from these services is referred to as subscription fees and totaled $16.9 million during fiscal 2010. See Note 2 of the notes to consolidated financial statements, included in Item 8 of this report, for additional information regarding historical pro forma financial results of Compuware and Gomez.
Product Software Expenses
Products segment expenses include cost of software license fees, cost of maintenance and subscription fees, technology development and support costs, sales and marketing expenses and the gain on Product Divestiture. As part of the Product Divestiture, 273 personnel related to the sales, sales support, development, maintenance and delivery of the Quality and DevPartner product lines were transferred to Micro Focus as of June 1, 2009.
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 $9.1 million or 37.0% during fiscal 2010 to $15.4 million from $24.5 million in fiscal 2009 and decreased $6.0 million or 19.6% during fiscal 2009 from $30.5 million in fiscal 2008.
The decrease in expense for fiscal 2010 as compared to fiscal 2009 was primarily a result of lower capitalized software amortization due to the following: (1) capitalized internal software costs associated with the products involved in the Product Divestiture were classified as held for sale at March 31, 2009, and subsequently sold, eliminating the need for future amortization; and (2) certain purchased software costs acquired in prior year acquisitions became fully amortized by the beginning of fiscal 2010.
The decrease in cost for fiscal 2009 as compared to fiscal 2008 was due to a $3.9 million capitalized software impairment charge recorded during the first quarter of fiscal 2008 associated with our restructuring initiatives. The remaining decline was primarily due to a decline in costs associated with hardware sold with our Vantage product line.
As a percentage of software license fees, cost of software license fees was 7.9%, 11.2% and 10.2% in fiscal 2010, 2009 and 2008, respectively. The decline in the percentage for fiscal 2010 as compared to fiscal 2009 was primarily due to the decrease in capitalized software amortization as identified above, partially offset by the decline in license fees in fiscal 2010. The increase in the percentage for fiscal 2009 as compared to fiscal 2008 was primarily due to the decline in license fees, partially offset by the decline in cost of license fees as previously described.
Cost of maintenance and subscription fees consists of the direct costs allocated to maintenance and product support such as helpdesk and technical support; amortization of capitalized software, depreciation and maintenance expense associated with our web performance services network related computer equipment; data center costs; and payments to individuals for tests conducted from their Internet-connected personal computers. Cost of maintenance and subscription fees increased $700,000 or 1.6% during fiscal 2010 to $42.6 million from $41.9 million in fiscal 2009 and decreased $4.4 million or 9.6% during fiscal 2009 from $46.3 million in fiscal 2008.
The increase in expense during fiscal 2010 as compared to fiscal 2009 was primarily due to $9.3 million costs associated with Gomez’s web performance services, partially offset by lower compensation and employee benefit costs resulting from the transfer of employees to Micro Focus, as discussed above, and headcount reductions resulting from our restructuring actions.
The decrease in expense for fiscal 2009 as compared to fiscal 2008 was primarily due to lower compensation and benefit costs resulting from employee headcount reductions as part of the restructuring actions taken during fiscal 2008 and fiscal 2009.
As a percentage of maintenance and subscription fees, cost of maintenance and subscription fees were 9.3%, 8.7% and 9.7% in fiscal 2010, 2009 and 2008, respectively.
Technology development and support includes, primarily, the costs of programming personnel associated with development and support of our products and the Gomez web performance services network less the amount of software development 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.
Total technology development and support costs incurred internally and capitalized during fiscal 2010, 2009 and 2008 were as follows (in thousands):
*
See Note 1 of the notes to consolidated financial statements, included in Item 8 of this report, for our policy on capitalized internal software costs.
Before capitalized internal software costs, total technology development and support expenditures decreased $1.1 million or 1.1%, to $97.7 million during fiscal 2010 from $98.8 million in fiscal 2009 and deceased $14.9 million or 13.1% during fiscal 2009 from $113.7 million in fiscal 2008.
The decreases in costs for fiscal 2010 and fiscal 2009 as compared to the previous periods were primarily due to lower compensation and employee benefit costs resulting from headcount reductions that occurred from restructuring actions. The headcount reduction in fiscal 2010 was further impacted by the transfer of employees to Micro Focus, as discussed above, partially offset by an increase in headcount related to the Gomez acquisition.
As a percentage of product software revenue, costs of technology development and support were 14.0%, 12.4% and 13.1% in fiscal 2010, 2009 and 2008 respectively. The percentage increase for fiscal 2010 as compared to fiscal 2009 was primarily due to the decline in product software revenue from the Product Divestiture, partially offset by the declines in compensation and employee benefit costs associated with the headcount reductions discussed below. The decline in the percentage from fiscal 2009 as compared to fiscal 2008 was due to the decline in compensation and employee benefit costs, partially offset by the decline in product software revenue.
Sales and marketing costs consist primarily of personnel related costs associated with product sales, sales support and marketing for our product offerings. Sales and marketing costs decreased $4.0 million or 1.7% during fiscal 2010 to $222.4 million from $226.4 million in fiscal 2009 and decreased $41.4 million or 15.5% during fiscal 2009 from $267.8 million in fiscal 2008.
The decrease in costs for fiscal 2010 as compared to fiscal 2009 was primarily due to lower compensation, employee benefit and travel costs of $8.2 million resulting from reductions in headcount related to our restructuring actions and the transfer of employees to Micro Focus. The headcount reduction was partially offset by the addition of headcount related to the Gomez acquisition. The cost savings associated with the headcount reduction were partially offset by an increase in advertising costs primarily associated with our Compuware 2.0 marketing campaign.
The decrease in costs for fiscal 2009 as compared to fiscal 2008 was a result of lower compensation and benefit costs of $21.7 million resulting primarily from employee headcount reductions as part of the restructuring actions taken during fiscal 2008 and fiscal 2009 and decreases in bonus and commission costs of $25.4 million due to the decline in software license sales in fiscal 2009. These decreases in costs were partially offset by an increase in advertising costs primarily associated with our Compuware 2.0 marketing campaign.
As a percentage of product software revenue, sales and marketing costs were 34.2%, 32.4% and 34.6% in fiscal 2010, 2009 and 2008, respectively.
Gain on divestiture of product lines relates to the Product Divestiture that occurred in May 2009 and resulted in a gain of $52.4 million that was recognized during the first quarter of fiscal 2010. See Note 3 of the notes to consolidated financial statements, included in Item 8 of this report, for additional information on the divestiture.
PROFESSIONAL SERVICES SEGMENT
Financial information for the professional services segment is as follows (in thousands):
*
The professional services segment and the application services segments are combined and reported as professional services on the consolidated statement of operations, included in Item 8 of this report.
Professional services segment revenue by geographic location is presented in the table below (in thousands):
During fiscal 2010, the professional services segment generated a contribution margin of 10.9%, compared to 7.1% and 10.5% during fiscal 2009 and fiscal 2008, respectively.
The increase in contribution margin during fiscal 2010 as compared to fiscal 2009 was due to our initiatives to exit low-margin engagements and the restructuring actions taken to date as discussed in the “Fiscal 2009 and Fiscal 2010 Restructuring” section.
The decrease in contribution margin for fiscal 2009 as compared to fiscal 2008 was due to higher costs in fiscal 2009 associated with the investment in personnel for our Solutions Delivery Group, which focuses on providing professional services associated with our product solutions, and to a lesser extent, the completion and transitioning of certain higher-margin contracts during fiscal 2008 and fiscal 2009 (see the “Professional Services Segment Revenue” section for more details).
Fiscal 2009 and Fiscal 2010 Restructuring
During fiscal 2009 and fiscal 2010, management improved the professional services segments contribution margins by initiating a plan to exit engagements that were considered low-margin and implementing restructuring actions focused on reducing headcount and operating costs. See Note 7 of the notes to consolidated financial statements, included in Item 8 of this report, for additional details related to this restructuring initiative.
Professional Services Segment Revenue
Revenue from professional services decreased $155.2 million or 43.6%, which included a positive impact from foreign currency fluctuations of $184,000, during fiscal 2010 to $200.9 million from $356.1 million in fiscal 2009 and decreased $62.4 million or 14.9%, which included a negative impact from foreign currency fluctuations of $6.1 million, during fiscal 2009 from $418.5 million in fiscal 2008.
The decrease in revenue during fiscal 2010 as compared to fiscal 2009 was primarily a result of the actions taken during fiscal 2009 and fiscal 2010 to exit low-margin engagements, with a customer in the automotive industry representing $52.0 million of the decline.
The decrease in revenue during fiscal 2009 as compared to fiscal 2008 was primarily due to an agreement to transition the employment of 170 of our professional services staff to a customer during the first quarter of fiscal 2009 resulting in a $17.0 million decline in revenues for the segment. The remaining decline was a result of two government contracts expiring that were not renewed that impacted revenue by $11.9 million, reductions in spending from a client within the automotive industry that impacted revenue by $7.2 million, 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 IT projects.
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 $152.1 million or 45.9% during fiscal 2010 to $178.9 million from $331.0 million in fiscal 2009 and decreased $43.6 million or 11.6% during fiscal 2009 from $374.6 million in fiscal 2008.
The decreases in costs for fiscal 2010 and fiscal 2009 as compared to the previous periods were primarily attributable to lower compensation, employee benefit and travel costs due to reductions in employee headcount and reductions in subcontractor costs resulting from our restructuring programs implemented to align operating costs with the decline in revenue (see “Fiscal 2009 and Fiscal 2010 Restructuring” within this section).
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):
*
The professional services segment and the application services segments are combined and reported as professional services on the consolidated statement of operations, included in Item 8 of this report.
Application services segment revenue by geographic location is presented in the table below (in thousands):
During fiscal 2010, the application services segment generated a contribution margin of 6.3% compared to a negative contribution margin of 5.1% and 5.7% during fiscal 2009 and fiscal 2008, respectively.
The improvement in the contribution margin for fiscal 2010 was due to growth in revenue, primarily from the healthcare industry, exceeding the growth in expenses which were relatively flat compared to fiscal 2009 as discussed below.
Application Services Segment Revenue
Revenue from application services increased $5.3 million or 14.9% during fiscal 2010 to $40.5 million from $35.2 million in fiscal 2009 and decreased $2.0 million or 5.2% during fiscal 2009 from $37.2 million in fiscal 2008.
The increase in revenue during fiscal 2010 as compared to fiscal 2009 was primarily due to our continued expansion into the healthcare industry and, to a lesser extent, increased spending within the manufacturing industry. We anticipate demand in the healthcare industry will continue to grow as hospitals, physicians and the United States government move towards establishing electronic patient health and medical records which will require secure computerized databases and environments for storing and sharing of information. Our healthcare portal and messaging solutions are designed to meet this demand and will be a factor in our future growth of the application services segment.
The decrease in revenue during fiscal 2009 as compared to fiscal 2008 was primarily due to the decrease in spending by our automotive clients associated with the general economic problems within the sector, offset by revenue growth within the healthcare industry.
Our application services segment generated 65% and 72%, respectively, of its revenue from the automotive industry during fiscal 2010 and fiscal 2009.
Application Services Segment Expenses
Application services segment expenses consist primarily of personnel-related costs of providing services, including technical staff, subcontractors and sales personnel. Application services segment expenses increased $900,000 or 2.4% during fiscal 2010 to $37.9 million from $37.0 million in fiscal 2009 and decreased $2.3 million or 5.8% during fiscal 2009 from $39.3 million in fiscal 2008.
The increase in expenses for fiscal 2010 as compared to fiscal 2009 was primarily due to a $3.7 million increase in compensation and employee benefits as the segment continues to increase employee staffing levels to support the growth in revenue, partially offset by an increase in incremental cost deferrals associated with customer implementations for which corresponding revenue and expenses will be recognized in the future.
The decrease in expenses during fiscal 2009 as compared to fiscal 2008 was primarily due to a decline in bonus and commission costs associated with the decline in revenue.
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 all our worldwide offices. Administrative and general expenses increased $16.6 million or 11.2% during fiscal 2010 to $164.6 million from $148.0 million in fiscal 2009 and decreased $34.5 million or 18.9% during fiscal 2009 from $182.5 million in fiscal 2008.
The increase in expenses for fiscal 2010 as compared to fiscal 2009 was primarily due to the following: (1) increase in annual bonuses of $10.3 million; (2) increase in expense of $8.6 million as foreign currency and hedging transactions resulted in a net loss of $2.2 million during fiscal 2010 compared to a net gain of $6.4 million in fiscal 2009; and (3) fiscal 2009 reflected a gain of $5.6 million that was recorded during the first quarter associated with a transaction that transitioned the employment of 170 of our professional services staff to a customer.
The increase in expenses for fiscal 2010 was partially offset by reductions in compensation, employee benefits, travel and facility costs of $9.3 million primarily due to the headcount reductions and facility closures that took place as part of recent restructuring actions.
The decrease in cost for fiscal 2009 as compared to fiscal 2008 was primarily due to the following: (1) decrease in expense of $11.4 million as foreign currency and hedging transactions resulted in a net gain of $6.4 million during fiscal 2009 compared to a net loss of $5.0 million in fiscal 2008; (2) lower bonus expense of $9.7 million as annual bonus targets were not met in fiscal 2009; (3) a gain of $5.6 million was recorded during the first quarter of fiscal 2009 associated with a transaction that transitioned the employment of 170 of our professional services staff to a customer (see Note 3 of the notes to consolidated financial statements, included in Item 8 of this report and “Professional Services Segment Revenue” within this section for more details) and (4) lower facility costs of $7.1 million primarily due to the facility closures that took place as part of the fiscal 2008 and fiscal 2009 restructuring programs.
Other income, net (“other income”) consists primarily of interest income realized from investments, interest earned on certain license fee transactions that are financed, the portion of the IBM settlement commitment not utilized through sale of products (“IBM settlement gain”) and income generated from our investments in partially owned companies. Other income decreased $1.9 million or 6.7% during fiscal 2010 to $25.7 million from $27.6 million in fiscal 2009 and decreased $7.9 million or 22.4% during fiscal 2009 from $35.5 million in fiscal 2008.
The decrease in income from fiscal 2010 as compared to fiscal 2009 was primarily attributable to a $5.0 million decline in investment interest income resulting from lower interest rates during fiscal 2010, partially offset by a $2.8 million increase in the IBM settlement gain. The IBM settlement agreement expired on March 31, 2010 (see Note 14 of the notes to consolidated financial statements, included in Item 8 of this report, for additional information).
The decrease in income from fiscal 2009 as compared to fiscal 2008 primarily resulted from a reduction in interest income of $9.1 million due to a declining average cash equivalent and investment balance during fiscal 2009 as we continued using available cash to repurchase our common stock. The decrease was partially offset by an increase of $1.8 million associated with the IBM settlement.
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 and net operating loss and credit carryforwards. The income tax provision was $68.3 million, $73.1 million and $46.0 million, respectively, in fiscal 2010, 2009 and 2008 representing an effective tax rate of 33%, 34% and 25%, respectively.
The decrease in the effective tax rate for fiscal 2010 as compared to fiscal 2009 was primarily due to the release of valuation allowances related to Brownfield Redevelopment tax credit carryforward deferred tax assets that resulted in a tax benefit of $4.1 million.
The increase in the effective tax rate for fiscal 2009 compared to fiscal 2008 resulted from an income tax benefit of $15 million recorded during fiscal 2008. This benefit related primarily to the recognition of a deferred tax asset for Brownfield Redevelopment credits available to offset Michigan Business Tax (“MBT”) liabilities through fiscal 2022.
For additional information regarding the difference between our effective tax rate and the statutory rate for fiscal 2010, 2009 and 2008, see Note 12 of the notes to consolidated financial statements, included in Item 8 of this report.
RESTRUCTURING CHARGE
Fiscal 2009 and Fiscal 2010 Restructuring Actions
During fiscal 2009 and fiscal 2010, the Company incurred restructuring charges of $10.0 million and $8.0 million, respectively, associated with the following initiatives: (1) aligning the professional services segment headcount and operating expenses after initiating a plan to exit low-margin engagements and (2) increasing the operating efficiency of our products segment and administrative and general business processes with the goal of reducing operating expenses.
During the second half of fiscal 2009, the professional services segment’s business model was realigned resulting in the Company exiting engagements considered low-margin or unprofitable. This change required the Company to undertake restructuring actions to reduce headcount and operating expenses resulting in restructuring charges of $6.3 million and $4.2 million, respectively, during fiscal 2009 and fiscal 2010. Employee termination costs were $5.4 million and $4.0 million, respectively, due to the Company eliminating 748 professional services personnel and management positions.
The second initiative, to increase the operating efficiency of the Company’s products segment and administrative and general business processes, resulted in the Company incurring restructuring charges of $3.7 million and $3.8 million, respectively, during fiscal 2009 and fiscal 2010. Employee termination costs accounted for $3.0 million and $3.6 million, respectively, of the charges due to the elimination of 194 positions within our products segment related to technology and sales and marketing personnel and 86 corporate administrative and general positions.
As part of these initiatives, full or partial closing of seven offices occurred during fiscal 2009, resulting in lease abandonment charges of $1.3 million. The remaining facilities charges for fiscal 2009 and fiscal 2010 primarily related to changes in sublease income assumptions associated with leased facilities that were abandoned in previous restructuring initiatives.
At this time, we do not have any initiatives that will require us to incur restructuring charges; however unanticipated future conditions or events may require us to reassess the need for further restructuring initiatives.
Fiscal 2008 Restructuring Actions
During fiscal 2008, the Company undertook various restructuring initiatives to improve the effectiveness and efficiency of certain critical business processes within the products segment resulting in a restructuring charge of $42.6 million. 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. The Company also terminated approximately 200 employees from various other functions of the organization, primarily within sales and marketing.
See Note 7 of the notes to consolidated financial statements, included in Item 8 of this report, for additional details related to the restructuring charges and changes in the restructuring accrual for fiscal 2008, 2009 and 2010.
MANAGEMENT’S DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Note 1 of the notes to consolidated financial statements, included in Item 8 of this report, contains a summary of our significant accounting policies.
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“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 facts and circumstances existing at March 31, 2010. However, future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. The accounting policies discussed below are considered by management to be the most important to an understanding of our financial statements, because their application places the most significant demands on management’s judgment and estimates about the effect of matters that are inherently uncertain.
Revenue Recognition - We generate revenue from licensing software products and providing maintenance services, web performance services, application services, and professional services including product implementation and consulting services.
We provide software deliverables that include licensed software product, maintenance and professional services related to our software. We also provide non-software deliverables such as professional services unrelated to our software and software-as-a-service (“SaaS”) offerings where we grant the customer a right to use the software but they do not have the right or capability to take possession of the software. SaaS offerings include web performance services and application services. In accordance with ASC 605 “Revenue Recognition”, we split arrangements that include software and non-software deliverables using either vendor specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available.
Product Revenue Recognition - In order for a transaction to be eligible for revenue recognition, the following criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. We evaluate collectibility based on past customer history, external credit ratings and payment terms within various customer agreements.
Perpetual license fee revenue is recognized using the residual method, under which the fair value, based on VSOE of all undelivered elements of the agreement (e.g., maintenance and professional services) is deferred. VSOE is based on rates charged for maintenance and professional services when sold separately. Based on market conditions, we periodically change pricing methodologies for license, maintenance and professional services. Changes in rates charged for stand alone maintenance and professional services could have an impact on how bundled revenue agreements are characterized as license, maintenance or professional services and therefore, on the timing of revenue recognition in the future. Pricing modifications made during the years covered by this report have not had a significant impact on the timing or characterization of revenue recognized.
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 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 and unlimited capacity licenses as we do not sell maintenance licenses separately and therefore cannot establish VSOE for these 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 ASC 605. 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, we separate the license fee, maintenance fee and professional services fee revenue based on its determination of fair value. We apply our 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.
Generally, revenues from license and maintenance transactions that include installment payment terms are recognized in the same manner as those requiring current payment. This is because we have an established business practice of offering installment payment terms to customers and have a history of successfully enforcing original payment terms without making concessions. However, because a significant portion of our license fee revenue is earned in connection with installment sales, changes in future economic conditions or technological developments could adversely affect our ability to immediately record license fees for these types of transactions and/or limit our ability to collect these receivables.
To recognize revenue for these multi-year transactions the contract price is allocated between maintenance revenue and license revenue using the residual method. License revenue associated with perpetual license agreements is recognized when the customer commits unconditionally to the transaction, the software products and quantities are fixed, the software has been delivered to the customer and collection is reasonably assured. License revenue associated with term transactions is deferred and recognized over the term of the agreement. When the license portion is paid over a number of years, the license portion of the payment stream is discounted to its net present value. Interest income is recognized over the payment term. The maintenance revenue associated with all sales is deferred and is recognized over the applicable maintenance period.
Web Performance Services Fees - Our subscription fees relate to arrangements that permit our customers to access and utilize our web performance services. The subscription arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. Subscription fees are deferred upon contract execution and are recognized ratably over the term of the subscription.
Professional and Application Services Fees - Professional services fees are generally based on hourly or daily rates; therefore, revenues from professional services are recognized in the period the services are performed, provided that collection of the related receivable is deemed probable. For development services rendered under a fixed-price contract, 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.
Our application services fees are combined with professional services fees in our consolidated statement of operations and consist of fees for our on-demand software and other services. The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. We recognize 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. Certain engagements related to our application services business involve a project to setup the customer’s structure and provide on-going support for the project. Revenue associated with these projects is recognized over the service period as the customer derives value from the services, consistent with the proportional performance method.
Unforeseen events that result in additional time or costs being required to complete our fixed-price or customer’s structure setup projects could affect the timing of revenue recognition for the balance of the project as well as services margins going forward, and could have a negative effect on our results of operations.
Capitalized Software - We follow the guidance of ASC 985-20 “Costs of Software to be Sold, Leased, or Marketed” when capitalizing development costs associated with our software products and ASC 350-40 “Internal Use Software” when capitalizing development costs associated with our web performance services and application services networks. The cost of purchased and internally developed software technology is capitalized and stated at the lower of unamortized cost or expected net realizable value. We compute annual amortization using the straight-line method over the remaining estimated economic life of the software technology that is generally three to five years. Software is subject to rapid technological obsolescence and future revenue estimates supporting the capitalized software cost can be negatively affected based upon competitive products, services and pricing. Such adverse developments could reduce the estimated net realizable value of our capitalized software and could result in impairment or a shorter estimated life. Such events would require us to take a charge in the period in which the event occurs or to increase the amortization expense in future periods and would have a negative effect on our results of operations. At a minimum, we review for impairments each balance sheet date.
Impairment of Goodwill and Other Intangible Assets - We are required to assess the impairment of goodwill and other intangible assets annually, or more frequently if events or changes in circumstances indicate that the carrying value may exceed the 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. We measure the fair value of goodwill and other intangible assets using an estimate of the related discounted cash flow and market comparable valuations, where appropriate. The discounted cash flow approach uses significant assumptions, including projected future cash flows, the discount rate reflecting the risk inherent in future cash flows, and a terminal growth rate. If the carrying amount of a reporting unit exceeds the reporting unit’s 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 unit’s goodwill with the carrying amount of that goodwill. Under such evaluation, if the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the impairment loss is recognized as an operating expense in an amount equal to that excess. Changes in any of these estimates and assumptions, and unknown future events or circumstances (e.g., economic conditions or technological developments), could have a significant impact on whether or not an impairment charge is recognized and the magnitude of any such charge.
Deferred Tax Assets Valuation Allowance and Tax Liabilities - Income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.
Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.
For additional information regarding these matters see Note 12 of the notes to consolidated financial statements, included in Item 8 of this report. Changes in estimates of projected future operating results or in assumptions regarding our ability to generate future taxable income during the periods in which temporary differences are deductible could result in significant changes to these accruals and, therefore, to our net income.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations.
We recognize tax benefits from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.
We recognize tax liabilities in accordance with ASC 740 “Income Taxes” and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.
Stock-Based Compensation - We measure compensation expense for stock awards in accordance with ASC 718-10 “Share-Based Payment.” Stock award compensation costs net of an estimated forfeiture rate of 10% are recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of five years.
The fair value of stock options was estimated at the grant date using a Black-Scholes option pricing model with the following assumptions for fiscal 2010: risk-free interest rate - 2.85%, volatility factor - 43.94% and expected option life - 6.3 years (dividend yield is not a factor as we have never issued cash dividends and do not anticipate issuing cash dividends in the future). The weighted average grant date fair value of option shares granted in fiscal 2010 was $3.54 per option share.
If we increased the assumptions for the risk-free interest rate and the volatility factor by 50 percent, the fair value of stock options granted in fiscal 2010 would increase 36 percent. If the Company decreased its assumptions for the risk-free interest rate and the volatility factor by 50 percent, the fair value of stock options granted in fiscal 2010 would decrease 45 percent.
Other - Other accounting policies, although not generally subject to the same level of estimation as those discussed above, are nonetheless important to an understanding of the financial statements. Many assets, liabilities, revenue and expenses require some degree of estimation or judgment in determining the appropriate accounting.
Liquidity and Capital Resources
As of March 31, 2010, 2009 and 2008, cash and cash equivalents and investments totaled approximately $149.9 million, $278.1 million and $286.4 million, respectively.
Fiscal 2010 compared to Fiscal 2009
Net cash provided by operating activities
Net cash provided by operating activities during fiscal 2010 was $226.3 million, a decrease of $5.7 million from fiscal 2009. The cause of the decrease was primarily due to a reduction in customer collections of $131 million resulting from the decline in revenue, primarily professional services, and an increase in income taxes paid during fiscal 2010 compared to fiscal 2009 of $34 million. The decrease was partially offset by reductions in disbursements for employee payroll and benefits of $158 million primarily due to the cost savings achieved from our restructuring initiatives.
The consolidated statements of cash flows included in item 8 of this report computes 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, divestiture 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 increase in the net change of accounts receivable of $46.6 million was primarily due to the impact of the decrease in professional services fees throughout fiscal 2010 on the accounts receivable balance. The increase in the net change of deferred revenue of $13.4 million from fiscal 2010 as compared to fiscal 2009 was primarily attributable to the increase in deferred revenue associated with our web performance services since the Gomez acquisition.
The other significant changes in our reconciliation of net income to derive net cash from operating activities during fiscal 2010 as compared to fiscal 2009 were as follows: (1) the adjustment to net income of $52.4 million resulting from the gain on divestiture of our Quality and DevPartner product lines (the proceeds from the sale were recorded to investing activities) and (2) the change in accounts payable and accrued expense balances increasing cash flow from operating activities by $28.6 million primarily due to the changes in our bonus and commission accruals which increased from March 31, 2009 to March 31, 2010.
As of March 31, 2010, we had $2.8 million accrued for restructuring actions (see Note 7 of the notes to consolidated financial statements, included in Item 8 of this report). At this time, there are no initiatives that will require us to incur restructuring charges; however unanticipated future conditions of events may require the Company to reassess the need for further restructuring initiatives.
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 used in investing activities
Net cash used in investing activities during fiscal 2010 was $238.8 million, an increase of $276.0 million from fiscal 2009.
The increase in cash used was primarily due to the acquisition of Gomez in November 2009 for $284.4 million in cash (net of cash acquired). The purchase was funded from our existing cash resources and borrowings of $15 million under the credit facility, which was subsequently repaid during fiscal 2010. Investing activities were further impacted by a decline in the amount of investments liquidated as $70.2 million of proceeds were received during fiscal 2009 from the liquidation of investments. There have been no proceeds received from investment liquidations during 2010.
The increase in cash used in investing activities was partially offset by net proceeds of $65 million received from the sale of our Quality and DevPartner product lines during fiscal 2010.
During fiscal 2010 and fiscal 2009, capital expenditures for property and equipment and capitalized research and software development totaled $19.4 million and $33.0 million, respectively, and were funded with cash flows from operations. The decline in capital expenditures for fiscal 2010 as compared to fiscal 2009 was primarily due to a lower investment in equipment of $8.3 million and a decline in capitalized research and software development costs primarily associated with enhancements to our software products of $5.3 million.
We will continue to evaluate business acquisition opportunities that fit our strategic plans.
Net cash used in financing activities
Net cash used in financing activities during fiscal 2010 was $125.3 million, a decrease of $66.6 million from fiscal 2009.
The decrease in cash used in financing activities was primarily due to a $73.1 million reduction in the amount of common stock repurchased as $132.9 million was repurchased during fiscal 2010 compared to $206.0 million repurchased in fiscal 2009.
The decrease in cash used in financing activities was partially offset by a reduction in cash received from employee exercises of stock options during fiscal 2010 compared to fiscal 2009.
Since May 2003, the Board of Directors has authorized the Company to repurchase a total of $1.7 billion of our common stock under a Discretionary Stock Repurchase Plan. Purchases of common stock under the Repurchase Plan may occur on the open market, or through negotiated or block transactions based upon market and business conditions, subject to applicable legal limitations.
During fiscal 2010, we repurchased approximately 17.9 million shares of our common stock at an average price of $7.41 per share for a total cost of $132.9 million. As of March 31, 2010, approximately $403.9 million remains authorized for future purchases under the Discretionary Plan.
We intend to continue repurchasing shares under the Repurchase Plan, funded primarily through our operating cash flow and, if needed, funds from our credit facility. Our long-term goal is to reduce our outstanding common share count to approximately 200 million shares. 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 Repurchase 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 operating results for the period.
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.
We had no borrowings under the credit facility as of March 31, 2010. See Note 9 of the notes to the consolidated financial statements, included in Item 8 of this report, for further discussion of the credit facility.
Fiscal 2009 compared to Fiscal 2008
Net cash provided by operating activities
Net cash provided by operating activities during fiscal 2009 was $232.0 million, a decrease of $2.7 million from fiscal 2008. The decrease was due to the following: (1) reduction in customer collections of $118 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 fiscal 2009 compared to fiscal 2008 of $20 million; (3) cash paid for hedge contract settlements during fiscal 2009 of $13 million; and (4) a decrease in interest income of $11 million primarily due to the lower cash and investment balance in fiscal 2009 as compared to fiscal 2008. These decreases were partially offset by the following: (1) reductions in disbursements for employee payroll and benefits of $126 million primarily resulting from the cost savings achieved through our fiscal 2008 and fiscal 2009 restructuring initiatives; (2) a reduction in vendor payments of $28 million related to cost-cutting initiatives implemented throughout the year to control our operating costs; and (3) a reduction of $5 million due to a litigation settlement in the first quarter of fiscal 2008.
The increase in the net change of accounts receivable of $81.9 million and the decrease in the net change of deferred revenue of $60.9 million from fiscal 2009 as compared to fiscal 2008 are primarily due to a decrease in the dollar value of multi-year products transactions.
The other significant change in our reconciliation of net income to derive net cash from operating activities during fiscal 2009 as compared to fiscal 2008 relates to the change in accounts payable and accrued expenses causing cash flows from operating activities to decrease by $28.8 million. This change was primarily due to a larger restructuring initiative in fiscal 2008 as compared to fiscal 2009 and higher commission and bonus expenses in fiscal 2008 as compared to fiscal 2009, causing the associated accruals to be higher at March 31, 2008 as compared to March 31, 2009.
As of March 31, 2009, $3.6 million was accrued related to restructuring actions (see Note 7 of the notes to consolidated financial statements, included in Item 8 of this report).
Net cash provided by investing activities:
Net cash provided by investing activities during fiscal 2009 was $37.2 million, a decrease of $40.0 million from fiscal 2008. The decrease was primarily due to a $36.5 million decline in the amount of investments liquidated in fiscal 2009 as compared to fiscal 2008. The cash generated from the sale of our investments in both periods was primarily used to fund the stock repurchase initiative.
During fiscal 2009 and fiscal 2008, capital expenditures for property and equipment and capitalized research and software development totaled $33.0 million and $24.9 million, respectively, and were funded with cash flow from operations.
There were no business acquisitions in fiscal 2009 and $4.7 million of business acquisitions in fiscal 2008.
Net cash used in financing activities:
Net cash used in financing activities during fiscal 2009 was $191.8 million, a decrease of $177.9 million from fiscal 2008.
The decrease of $234.9 million in cash used to repurchase common stock was offset by the $57.0 million decline in net proceeds received from the exercise of employee stock options and employee contributions to the employee stock purchase plan.
During fiscal 2009, we repurchased approximately 21.6 million shares of our common stock at an average price of $9.54 per share for a total cost of $206 million.
The Company did not borrow from its credit facility during fiscal 2009 or 2008.
Recently Issued Accounting Pronouncements
See Note 1 of the notes to the consolidated financial statements, included in Item 8 of this report for recently issued accounting pronouncements that could affect the Company.
Contractual Obligations
The following table summarizes our payments under contractual obligations and our other commercial commitments as of March 31, 2010 (in thousands):
“Other” includes commitments under various advertising and charitable contribution agreements totaling $15.4 million and $800,000, respectively, at March 31, 2010. There are no long term debt obligations, capital lease obligations or purchase obligations.
We anticipate settlement of $17.0 million with certain taxing authorities of which $85,000 is expected to be settled in the upcoming twelve months (as discussed in Note 12 of the notes to consolidated financial statements, included in Item 8 of this report). We are not able to reasonably estimate in which future periods the remaining amount of $16.9 million will ultimately be settled. These settlements are not included in the Contractual Obligations table above.
Off-Balance Sheet Arrangements
We currently do not have any off balance sheet or non-consolidated special purpose entity arrangements as defined by the applicable SEC rules.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed primarily to market risks associated with movements in interest rates and foreign currency exchange rates. We believe that we take the necessary steps to manage the potential impact of interest rate and foreign exchange exposures on our financial position and operating performance. We do not use derivative financial instruments or forward foreign exchange contracts for investment, speculative or trading purposes. Immediate changes in interest rates and foreign currency rates discussed in the following paragraphs are hypothetical rate scenarios used to calibrate risk and do not currently represent management’s view of future market developments. A discussion of our accounting policies for derivative instruments is included in Note 1 of the notes to consolidated financial statements, included in
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Compuware Corporation
Detroit, Michigan
We have audited the accompanying consolidated balance sheets of Compuware Corporation and subsidiaries (the “Company”) as of March 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended March 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Compuware Corporation and subsidiaries as of March 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2010, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 27, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Detroit, Michigan
May 27, 2010
COMPUWARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2010 AND 2009
(In Thousands, Except Share Data)
See notes to consolidated financial statements.
COMPUWARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 2010, 2009 and 2008
(In Thousands, Except Per Share Data)
See notes to consolidated financial statements.
COMPUWARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED MARCH 31, 2010, 2009 and 2008
(In Thousands, Except Share Data)
See notes to consolidated financial statements.
COMPUWARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2010, 2009 and 2008
(In Thousands)
See notes to consolidated financial statements.
COMPUWARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2010, 2009 and 2008
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Compuware Corporation (the “Company”, “Compuware”, “we”, “our” and “us”) develops, markets and supports systems software products designed to improve the performance of information technology (“IT”) organizations. The Company’s software products consist of four major families: Mainframe, Vantage, Changepoint and Uniface; all of which are primarily intended for use by IT organizations and IT service providers. In addition, the Company offers a broad range of professional services, application services and, through the acquisition of Gomez, Inc. in November 2009, web application performance management services (“web performance services”).
The Company’s professional services provide clients with IT portfolio management services, application delivery management services, application outsourcing services and enterprise legacy modernization services. Our professional services group also offers implementation, consulting and training services in tandem with the Company’s product offerings which are referred to as product related services.
The Company’s application services, which are marketed under the brand name “Covisint”, use business-to-business applications to integrate vital business information and processes between partners, customers and suppliers.
The Company’s web performance services are used by enterprises to test and monitor the performance, availability and quality of their web applications, while in development and after deployment.
Application services and web performance services are delivered through software-as-a-service platforms referred to as the application services network and the web performance services network. These networks are independent from each other and deliver their services to customers entirely through on-demand, hosted technology in which a single instance of the software serves all customers.
Our products and services are offered worldwide across a broad spectrum of technologies, including mainframe, distributed and Internet platforms.
Basis of Presentation
The consolidated financial statements include the accounts of Compuware and its wholly owned subsidiaries after elimination of all intercompany balances and transactions. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity and the disclosure of contingencies at March 31, 2010 and 2009 and the results of operations for the years ended March 31, 2010, 2009 and 2008. While management has based their assumptions and estimates on the facts and circumstances existing at March 31, 2010, final amounts may differ from estimates.
Revenue Recognition
The Company derives its revenue from licensing software products, providing maintenance and support for those products and rendering professional, application and web performance services. The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605 “Revenue Recognition” and Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104. Accordingly, in order to be eligible for revenue recognition, the following criteria must be 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.
In the quarter ended December 31, 2009, the Company early adopted Accounting Standards Update (“ASU”) No. 2009-13 “Multiple-Deliverable Revenue Arrangements” and retrospectively applied the guidance as of April 1, 2009 which did not result in adjustments to previously presented periods. ASU No. 2009-13 provides amendments to the criteria in ASC 605 for separating considerations in multiple-deliverable arrangements and establishes a hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor specific objective evidence (“VSOE”) if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available.
The impact of ASU 2009-13 has not been significant for the year ended March 31, 2010. As the Company sells more multiple-deliverable arrangements that combine software products and web performance services in the future, the provisions of this statement will allow for separate accounting of the software license and web performance services fees.
Software license fees
The Company’s 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 VSOE, of all undelivered elements of the agreement (i.e., maintenance and product related 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 when VSOE of fair value can be established. When maintenance or product related services are the only undelivered elements, the license fee revenue is recognized on a ratable basis over the longer of the maintenance term or the period in which the product related 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, product related services fees under ASC 605 “Revenue Recognition”. 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 product related services fee (which is included in professional services fees) 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 product related services arrangements as a reasonable and consistent approximation of fair value to separate license fee, maintenance fee and product related 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 contracts, with installments collectible over the term of the contract. Based on the Company’s successful collection history for deferred payments, license fees (net of any finance fees) are generally recognized as revenue 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 and amounted to $2.0 million, $2.8 million and $3.4 million for fiscal 2010, 2009 and 2008, respectively.
At March 31, 2010, current accounts receivable includes installments on multi-year contracts totaling $264.2 million due in fiscal 2011. Non-current accounts receivable at March 31, 2010 amounted to $222.3 million, of which approximately $148.6 million, $50.7 million, $17.7 million, $4.9 million and $351,000 are due in fiscal 2012 through fiscal 2016, respectively.
Maintenance and subscription fees
The Company’s 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 fees are recognized ratably over the term of the maintenance arrangements, which generally range from one to five years.
The Company’s subscription fees relate to arrangements that permit our customers to access and utilize our web performance services. The subscription arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. Also, it is not feasible for the customer to run the software on its own hardware. Subscription fees are deferred upon contract execution and are recognized ratably over the term of the subscription.
Professional services fees
The Company provides the following professional services solutions: (1) IT portfolio management services, (2) application delivery management services, (3) application outsourcing services and (4) enterprise legacy modernization services. The Company also offers implementation, consulting and training services in tandem with the Company’s product solutions offerings referred to as product related services.
In addition, revenue associated with the Company’s application services segment is recorded as professional services fees and primarily consists of fees for customers accessing its application services network and other services.
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, revenues are 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.
Deferred revenue
Deferred revenue consists primarily of billed and unbilled maintenance fees related to the future service period of maintenance agreements in effect at the reporting date. Deferred license, subscription and professional service fees are also included in deferred revenue for those arrangements that are being recognized on a ratable basis. Sales commission costs associated with deferred revenue are also deferred and recorded as current or non-current other assets, as applicable, in the consolidated balance sheets. Long term deferred revenue at March 31, 2010 amounted to $398.5 million, of which approximately $223.8 million, $116.5 million, $39.5 million, $16.2 million and $2.5 million are expected to be recognized during fiscal 2012 through fiscal 2016, respectively.
Collection and remittance of taxes
The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its consolidated statements of operations.
Cash and Cash Equivalents
The Company considers all investments with an original maturity of three months or less to be cash equivalents.
Concentration of Credit Risk
The Company’s financial instruments that are potentially subjected to concentrations of credit risk consist primarily of cash and trade receivables. The Company has cash investment policies which, among other things, limit investments to investment-grade securities. The Company performs ongoing credit evaluations of its customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography and by industry, of the customer base.
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company considers historical loss experience, current economic trends, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates.
Changes in the allowance for doubtful account balance for the years ended March 31, 2010, 2009 and 2008 were as follows (in thousands):
(1)
Write-offs related primarily to accounts deemed uncollectible and maintenance and subscription cancellations.
Property and Equipment
The Company states property and equipment at the lower of cost or fair value for impaired assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be 40 years for buildings and three to ten years for furniture and fixtures, computer equipment and software. Leasehold improvements are amortized over the term of the lease, or the estimated life of the improvement, whichever is less.
Capitalized Software
The Company’s capitalized software includes the costs of internally developed software technology and software technology purchased through acquisitions and is stated at the lower of unamortized cost or net realizable value.
The Company follows the guidance of ASC 985-20 “Costs of Software to be Sold, Leased, or Marketed” when capitalizing development costs associated with our software products. As such, capitalization of internally developed software products to be sold begins when technological feasibility of the product is established.
The Company follows the guidance set forth in ASC 350-40 “Internal Use Software” when capitalizing development costs associated with our web performance services and application services networks.
The amortization of capitalized software technology is computed on a project-by-project 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 the software technology or (b) the straight-line method over the remaining estimated economic life of the software technology, including the period being reported on. Amortization begins when the software technology is available for general release to customers. The amortization period for capitalized software is generally three to five years.
Capitalized software is reviewed for impairment each balance sheet date or when events and circumstances indicate an impairment. 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 Intangible Assets
Goodwill and intangible assets with indefinite lives are tested for impairment at least once a year or more frequently if management believes indicators of impairment exist. With respect to goodwill, 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 impairment test involves a two-step process with Step 1 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 unit’s 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 unit’s goodwill with the carrying amount of that goodwill.
Fair Value of Assets and Liabilities
The carrying value of cash equivalents, current accounts receivable and accounts payable approximate their fair value due to the short-term maturities of these instruments. At March 31, 2010, the fair value of non-current receivables was approximately $222.8 million compared to the carrying amount of $222.3 million. At March 31, 2009, the fair value of non-current receivables was approximately $224.4 million compared to the carrying amount of $224.7 million. Fair value is estimated by discounting the future cash flows using the current rate at which the Company would finance a similar transaction.
The Company reports its money market funds and foreign exchange derivatives at fair value on a recurring basis using the following levels of inputs to determine fair value: 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; and 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 following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2010 and 2009 (in thousands):
For information related to an asset measured at fair value on a non-recurring basis for the year ended March 31, 2010 see “Intangible impairment evaluation” within Note 8 of the consolidated financial statements.
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 and net operating loss and credit carryforwards 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 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 uncertain tax positions are included in the income tax provision.
Foreign Currency Translation
The Company’s foreign subsidiaries use their respective local currency as their functional currency. Accordingly, assets and liabilities in the consolidated balance sheets have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations and are reported as accumulated other comprehensive income (loss) within our consolidated statements of shareholders’ equity and comprehensive income.
Foreign Currency Transactions and Derivatives
The Company is exposed to foreign exchange rate risks related to transactions that are denominated in non-local currency (“anticipated transactions”) and current inter-company balances due to and from the Company’s foreign subsidiaries (“inter-company balances”).
The Company enters into derivative contracts to sell or buy currencies with the intent of mitigating foreign exchange rate risks related to inter-company balances. The Company does not use foreign exchange contracts to hedge anticipated transactions.
During fiscal 2010 and fiscal 2009, the Company did not designate its foreign exchange derivatives as hedges under ASC 815 “Derivatives and Hedging”. Accordingly, all foreign exchange derivatives are recognized on the consolidated balance sheets at fair value (see Fair Value of Assets and Liabilities within Note 1 of the consolidated financial statements).
The foreign currency net gains or (losses) associated with our anticipated transactions and inter-company balances for the years ended March 31, 2010, 2009 and 2008 were $(1.8) million, $19.3 million and $(10.1) million, respectively, and were offset by hedging transaction net gains or (losses) from foreign exchange derivative contracts of $(411,000), $(13.0) million and $5.1 million, respectively. These amounts were recorded to “Administrative and general” in the consolidated statements of operations.
At March 31, 2010, the Company had derivative contracts maturing through April 2010 to sell $830,000 and purchase $4.1 million in foreign currencies and had derivative contracts maturing through April 2009 to sell $5.1 million and purchase $5.6 million in foreign currencies at March 31, 2009.
Stock-Based Compensation
The Company accounts for stock based compensation pursuant to ASC 718-10 “Share-Based Payment.”
Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award, which is the vesting term.
The Company calculates the fair value of stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of the Company’s common stock over the most recent period commensurate with the expected life of the stock option granted. The Company uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on either historical exercise data if available or the simplified method as described in SAB Topic 14, “Share-Based Payment”. Dividend yields have not been 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.
The following is the average fair value per share estimated on the date of grant and the assumptions used for each option granted during fiscal 2010, 2009 and 2008:
The Company measures the grant date fair value of restricted stock units using the Company’s closing common stock price on the trading date immediately preceding the grant date.
See Note 15 to the consolidated financial statements for a further discussion of stock-based compensation including the impact on net income during the reported periods.
Earnings Per Share (“EPS”)
Basic EPS is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding following the guidance of ASC 718-10 “Share Based Payment.”
Recently Issued Accounting Pronouncements
In December 2009, the FASB ASU No. 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. This ASU became effective for us on April 1, 2010 and will not have a material impact on our consolidated financial statements.
In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amends Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” ASU 2009-13 amends the ASC to eliminate the residual method of allocation for multiple-deliverable revenue arrangements, and requires that arrangement consideration be allocated at the inception of an
arrangement to all deliverables using the relative selling price method. The ASU also establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence if available; (2) third-party evidence if vendor-specific objective evidence is not available; and (3) estimated selling price if neither vendor-specific nor third-party evidence is available. Additionally, ASU 2009-13 expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements. The Company early adopted ASU 2009-13 during the quarter ended December 31, 2009 and retrospectively applied the guidance as of April 1, 2009 which did not result in adjustments to previously presented periods.
In June 2009, the FASB issued ASU No. 2009-1 “Topic 105 - Generally Accepted Accounting Principles” (formerly Statement of Financial Accounting Standards No. 168 “FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162”). This Standard identified the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Effective July 1, 2009, the Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this statement only resulted in a revision to references to U.S. GAAP.
In May 2009, the FASB issued ASC No 855 - “Subsequent Events” (formerly SFAS No. 165 “Subsequent Events”) which was amended in February 2010. This ASC establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occur after the balance sheet date. This statement applied for interim and annual periods ended after June 15, 2009.
In April 2008, the FASB issued guidance that amended the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. This standard requires a consistent approach between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of an asset. The standard also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. This standard became effective during fiscal 2010 and did not have a material impact on our consolidated financial statements.
2. ACQUISITIONS
Acquisitions are accounted for using the purchase method in accordance with ASC 805, “Business Combinations” and, accordingly, the assets and liabilities acquired are recorded at fair value as of the acquisition date.
Gomez, Inc. acquisition
On November 6, 2009, the Company acquired all of the outstanding capital stock of Gomez, Inc. (“Gomez”), through a merger of Gomez with a wholly owned subsidiary of the Company, for $295 million in cash, plus approximately $1.6 million of direct acquisition costs recorded to “Administrative and general” in the consolidated statements of operations. Gomez is a provider of web application performance management services, which companies use to test and monitor the performance, availability and quality of their web applications and is reported as a separate business segment referred to as “web performance services”.
Assets acquired and liabilities assumed are recorded in the consolidated balance sheet at their fair values as of November 6, 2009. An allocation of the purchase price at the date of acquisition is as follows (in thousands):
The Company recorded $251.2 million of goodwill related to the Gomez acquisition. The Company believes this acquisition will improve our results of operations as Gomez’s web performance services complement our enterprise application management products, specifically Vantage, and allow us to offer IT organizations comprehensive solutions that effectively monitor the performance of their enterprise and Internet application systems and provide opportunities to cross-sell Gomez and Vantage solutions. As a result, the Company assigned $218.5 million of goodwill to the web performance services segment and the remaining $32.7 million to the products segment.
The significant factors that contributed to the Company recording goodwill associated with this acquisition was the following: (1) retention of research and development personnel with the skills to develop future web application experience management technology; (2) retention of personnel to provide support services related to the technology acquired; (3) a sales force capable of selling current and future acquired services; and (4) the opportunity to sell the Company’s enterprise application
management products to Gomez’s existing customers. The goodwill resulting from the transaction is not deductible for tax purposes.
A summary of the identifiable intangible assets acquired, useful life and amortization method is as follows (in thousands):
The following unaudited pro forma financial information presents the combined results of operations of Compuware and Gomez as if the acquisition had occurred as of the beginning of each of the fiscal periods presented and includes relevant pro forma adjustments, including amortization charges for the acquired intangible assets. The pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisition and related borrowings had taken place at the beginning of each of the fiscal periods presented (in thousands):
Year Ended March 31,
Pro forma revenue
$ 924,835
$ 1,140,689
Pro forma net income
140,346
139,988
For financial results related to our web performance services segment since the date of acquisition see Note 13 to the consolidated financial statements.
The purchase price was funded with the Company’s existing cash resources and borrowings of $15 million under its credit facility, which was repaid during fiscal 2010.
Hilgraeve, Inc. acquisition
In February 2008, the Company acquired certain assets and liabilities of Hilgraeve, Inc. (“Hilgraeve”), a privately held company, for approximately $4.6 million in cash. Hilgraeve developed an on-demand collaboration platform for lab and prescription data sharing that allows physician practices to rapidly connect to the Covisint application services network and securely share key patient information, reducing the cost and improving the quality of healthcare. The purchase price exceeded the fair value of the acquired assets and liabilities assumed by $3.3 million, which was recorded to goodwill. Intangible assets subject to amortization totaled $1.5 million, of which $1.1 million and $260,000, respectively, related to purchased software and customer relationships, each with a useful life of five years. The remaining intangible asset, a non-compete agreement, had a useful life of two years.
3. DIVESTITURES
Quality and DevPartner divestiture
In May 2009, the Company sold its Quality and DevPartner distributed product lines to Micro Focus International PLC (“Micro Focus”) for $80 million, less certain adjustments relating to cash collected or invoiced for future maintenance and professional services obligations assumed by Micro Focus as discussed below.
The sale included the following assets: (1) all rights to the proprietary software products and other technologies associated with the Quality and DevPartner distributed product lines (other than File-AID/CS), including trade names, trade secrets, copyrights, patents, related client relationships and contracts, software and documentation; (2) the right to offer employment to approximately 290 personnel related to the sales, sales support, development, maintenance and delivery of the Quality and DevPartner product lines; and (3) personal property associated with the job requirements of the Company’s personnel that were hired by Micro Focus and other assets primarily used in connection with the products sold.
Effective upon the closing date of the sale, Micro Focus assumed the obligation to perform future maintenance and professional services related to the Quality and DevPartner product lines.
The Company recorded a gain on divestiture of $52.4 million to operating expenses during the first quarter of fiscal 2010 (in thousands):
(1)
As of the transaction date, deferred revenue associated with Quality and DevPartner products was $25.5 million related to future maintenance and professional services that became the obligation of Micro Focus. The Company issued a $15.0 million credit (net of an administrative fee) to Micro Focus for the previously collected or invoiced portion of deferred revenue at the date of close. The remaining $9.1 million in unbilled accounts receivable will be either collected by the Company and remitted to Micro Focus, net of an administrative fee, or assigned to Micro Focus. A liability for this $9.1 million was recorded to accounts payable upon the closing date of the sale. As of March 31, 2010, the uncollected accounts receivable and related payable balance was $1.7 million.
(2)
The goodwill adjustment of $9.7 million represents the fair value of the Quality and DevPartner product lines in relation to the fair value of the products segment.
As a result of entering into a letter of intent in March 2009, the following assets and liabilities associated with the Quality and DevPartner product lines were reflected as held for sale as of March 31, 2009 (in thousands):
The Quality and DevPartner product lines represent a portion of the products segment. Because the Company’s products segment does not account for operating expenses on a product-by-product basis, operating expenses cannot be directly associated with specific product lines. Therefore, the Quality and DevPartner product lines were not reported as a discontinued operation in the Consolidated Financial Statements.
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 which resulted in the Company recording a $5.6 million gain against “Administrative and general” in the consolidated statements of operations.
4. PROPERTY AND EQUIPMENT
Property and equipment, summarized by major classification, was as follows (in thousands):
During fiscal 2008, the Company incurred a property and equipment impairment charge of $3.0 million resulting from the consolidation of certain development facilities associated with the fiscal 2008 restructuring plan. The impairment charge was included in “Restructuring costs” in the consolidated statements of operations (see Note 7 to the consolidated financial statements for additional information).
Depreciation and amortization of property and equipment totaled $26.5 million, $27.0 million and $29.0 million for the years ended March 31, 2010, 2009 and 2008, respectively.
5. INVESTMENTS IN PARTIALLY OWNED COMPANIES
The Company continues to hold a 33.3% interest in CareTech Solutions, Inc. (“CareTech”), which provides information technology outsourcing for healthcare organizations including data, voice, applications and data center operations. This investment is accounted for under the equity method.
At March 31, 2010 and 2009, the Company’s carrying value of its investments in and advances to CareTech was $12.2 million and $13.2 million, respectively. Included in the net investment at March 31, 2010 and 2009, was a note receivable with a basis of $4.1 million and $6.3 million, respectively, and accounts receivable due from CareTech of $5.4 million and $4.8 million, respectively. The note is payable in quarterly installments through January 2012 and bears interest at 5.25%.
The Company reviewed CareTech’s financial condition at March 31, 2010 and 2009 and concluded that no impairment charge or valuation allowance related to its investment in CareTech was warranted. For the years ended March 31, 2010, 2009 and 2008, the Company recognized income of $618,000, $468,000 and $417,000, respectively, from its investment in CareTech.
Professional services revenue for the years ended March 31, 2010, 2009 and 2008 included $23.8 million, $26.0 million and $25.6 million, respectively, from services provided for CareTech customers on a subcontractor basis.
On March 30, 2007, the Company sold its 49% interest in ForeSee Results, Inc. (“ForeSee”) which was incorporated in October 2001 to provide online customer satisfaction management. As part of the transaction, the notes due the Company were modified to increase the interest rate to 10.25% and to extend the payment terms of the notes. The remaining outstanding balance of $5.6 million at March 31, 2010 will become due (with interest) on March 30, 2012. The notes are subordinate in payment rights to certain third party financing obtained by ForeSee in connection with the transaction.
6. RELATED PARTY TRANSACTIONS
The Company sells and purchases products and services to and from companies associated with certain officers or directors of the Company including the following:
Peter Karmanos, Jr., Chairman of the Board, is a shareholder of Compuware Sports Corporation (“CSC”). CSC operates an amateur hockey program in Southeastern Michigan. On September 8, 1992, the Company entered into a Promotion Agreement with CSC to promote the Company’s business. The promotion agreement automatically renews each year, unless terminated with 60 days prior notice by either party. Advertising costs related to this agreement were approximately $974,000 for the year ended March 31, 2010 and $840,000 for each of the years ended March 31, 2009 and 2008. These costs are included in “Sales and marketing” in the consolidated statements of operations.
Peter Karmanos, Jr. has a significant ownership interest in entities that own and/or manage various sports arenas. The Company entered into an advertising agreement with one arena to promote the Company’s business, including the right to name the arena “Compuware Arena”. The Company also rents suites and places advertising at the arenas. Total costs related to these agreements were approximately $707,000, $590,000 and $420,000 for the years ended March 31, 2010, 2009 and 2008, respectively. These costs are included in “Sales and marketing” in the consolidated statements of operations.
7. RESTRUCTURING CHARGES
The following table summarizes the restructuring activity during fiscal 2010, 2009 and 2008 (in thousands):
Fiscal 2009 and fiscal 2010 restructuring actions
During fiscal 2009 and fiscal 2010, the Company incurred restructuring charges of $10.0 million and $8.0 million, respectively, associated with the following initiatives: (1) aligning the professional services segment headcount and operating expenses after initiating a plan to exit low-margin engagements and (2) increasing the operating efficiency of our products segment and administrative and general business processes with the goal of reducing operating expenses.
During the second half of fiscal 2009, the professional services segment’s business model was realigned resulting in the Company exiting engagements considered low-margin or unprofitable. This change required the Company to undertake restructuring actions to reduce headcount and operating expenses resulting in restructuring charges of $6.3 million and $4.2 million, respectively, during fiscal 2009 and fiscal 2010. Employee termination costs were $5.4 million and $4.0 million, respectively, due to the Company eliminating 748 professional services personnel and management positions.
The second initiative, to increase the operating efficiency of the Company’s products segment and administrative and general business processes, resulted in the Company incurring restructuring charges of $3.7 million and $3.8 million, respectively, during fiscal 2009 and fiscal 2010. Employee termination costs accounted for $3.0 million and $3.6 million, respectively, of the charges due to the elimination of 194 positions within our products segment related to technology and sales and marketing personnel and 86 corporate administrative and general positions.
As part of these initiatives, full or partial closing of seven offices occurred during fiscal 2009, resulting in lease abandonment charges of $1.3 million. The remaining facilities charges for fiscal 2009 and fiscal 2010 primarily related to changes in sublease income assumptions associated with leased facilities that were abandoned in previous restructuring initiatives.
At this time, there are no initiatives that will require the Company to incur restructuring charges; however unanticipated future conditions or events may require the Company to reassess the need for further restructuring initiatives.
Fiscal 2008 restructuring actions
During fiscal 2008, the Company undertook various restructuring initiatives to improve the effectiveness and efficiency of certain critical business processes within the products segment resulting in a restructuring charge of $42.6 million. 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. The Company also terminated approximately 200 employees from various other functions of the organization, primarily within sales and marketing.
Restructuring accrual
As of March 31, 2010, $2.2 million of the restructuring accrual was recorded in current “accrued expenses” with the remaining balance of $632,000 recorded in long-term “accrued expenses” in the consolidated balance sheets.
The accruals for employee termination benefits at March 31, 2010 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 March 31, 2010 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 future, and will be paid out over the remaining lease terms, the last of which ends in fiscal 2014. Projected sublease income is based on management’s estimates, which are subject to change.
8. GOODWILL AND INTANGIBLE ASSETS
The components of the Company’s intangible assets were as follows (in thousands):
Unamortized Trademarks
The Company’s unamortized trademarks were acquired as part of the Covisint and Changepoint acquisitions in fiscal 2004 and fiscal 2005. These trademarks are deemed to have an indefinite life and therefore are not being amortized. The decline in trademarks from March 31, 2009 to March 31, 2010 was due to an impairment charge related to a Changepoint tradename. See “Intangible impairment evaluation” section within this footnote for additional information.
Capitalized Software
The Company’s capitalized software includes the costs of internally developed software technology (“capitalized internal software cost”) and software technology purchased through acquisitions (“purchased software”). Net purchased software included in capitalized software at March 31, 2010 and 2009 was $13.2 million and $5.2 million, respectively, with the increase attributable to the acquisition of Gomez in November 2009.
Research and development (“R&D”) costs include primarily the cost of programming personnel and amounted to $65.8 million, $64.3 million and $76.2 million, respectively, during fiscal 2010, 2009 and 2008 of which $9.8 million, $15.1 million and $14.4 million, respectively, was capitalized for internally developed
software technology. R&D costs related to our software products and web performance services network are reported as “Technology development and support” in the consolidated statements of operations and for our application services network, the costs are reported as “Cost of professional services”.
During fiscal 2008, the Company recorded a capitalized internal software cost impairment charge of $3.9 million associated with certain of its DevPartner and OptimalJ products due to declining demand for this technology. This charge related to our products segment and was recorded to “Cost of software license fees” in the consolidated statements of operations.
Customer relationship agreements
The Company’s customer relationship agreements were acquired as part of recent acquisitions with the increase in the balance for fiscal 2010 due to the acquisition of Gomez in November 2009. The customer relationship agreements are being amortized over periods up to ten years.
Other amortized intangible assets
Other amortized intangible assets include amortizable trademarks and patents associated with recent acquisitions and are being amortized over periods up to three years. The increase in the balance from March 31, 2009 to March 31, 2010 was due to trademarks and patents acquired as part of the Gomez acquisition in November 2009.
Amortization of intangible assets
Amortization expense of intangible assets for the years ended March 31, 2010, 2009 and 2008 was $18.5 million, $26.1 million and $26.1 million, respectively, of which $11.0 million, $15.9 million and $15.4 million, respectively, relates to capitalized internal software cost amortization and was primarily reported as “Cost of software license fees” in the consolidated statements of operations.
Estimated future amortization expense, based on identified intangible assets at March 31, 2010, is expected to be as follows (in thousands):
Goodwill
Changes in the carrying amounts of goodwill for the years ended March 31, 2010 and 2009 were as follows (in thousands):
(1)
The assets held for sale reclassification from goodwill relates to the divestiture of the Company’s Quality and DevPartner product lines and is based on the fair value of these product lines in relation to the fair value of the products segment. See Note 3 to the consolidated financial statements for additional information regarding this divestiture.
(2)
The adjustment to goodwill in fiscal 2009 primarily relates to pre-acquisition tax contingency adjustments.
(3)
The Company acquired Gomez in November 2009. See Note 2 to the consolidated financial statements for additional information regarding this acquisition.
Intangible impairment evaluation
The Company evaluated its goodwill and other intangible assets for all reporting segments as of March 31, 2010 and 2009. There was no impairment except for the intangible asset associated with the Changepoint trademark.
As of March 31, 2010, the Changepoint trademark was determined to be impaired resulting in a $1.6 million write-down to reflect the asset at fair value of $4.1 million. The impairment was recorded to “Administrative and general” in the consolidated statements of operations. The Company used the “relief from royalty” income approach in determining the fair value of the trademark which estimates the portion of a company’s earnings attributable to a trademark based upon the royalty rate the company would have paid for the use of the trademark if it did not own it. This measurement is considered a level 3 input under the fair value hierarchy (see “Fair Value of Assets and Liabilities” within Note 1 for fair value hierarchy descriptions).
When performing the goodwill impairment evaluation, the Company determined the fair value of each reporting unit using a discounted cash flow analysis supported by market multiples of revenue. The evaluation resulted in a fair value that exceeded each segments’ carrying value as of March 31, 2010 and 2009.
9. DEBT
The Company had no long term debt at March 31, 2010 and 2009.
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 was in compliance with the covenants under the credit facility at March 31, 2010.
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 Company’s option. The Company pays a quarterly facility fee on the credit facility based on the applicable margin grid.
The Company incurs interest expense primarily related to the accrual for certain abandoned leases. Cash paid for interest totaled approximately $1.2 million, $1.6 million and $1.1 million during fiscal 2010, 2009 and 2008, respectively.
10. CAPITAL STOCK
Preferred Stock Purchase Rights
The Company entered into a Rights Agreement with Equiserve Trust Company, N.A., now known as Computershare Trust Company N.A., as Rights Agent, in October 2000 (as subsequently amended, the “rights plan”). The rights plan was adopted to discourage abusive, undervalued and other undesirable attempts to acquire control of the Company by making acquisitions of control that are not approved by the Company’s Board of Directors economically undesirable for the acquirer. Pursuant to the rights plan, each share of the Company’s common stock has attached to it one right, which initially represents the right to purchase one two-thousandth of a share of Series A Junior Participating Preferred Stock (a right) for $40. The rights are not exercisable until (1) the first public announcement that a person or group has acquired, or obtained the right to acquire, except under limited circumstances, beneficial ownership of 20% or more of the outstanding common stock; or (2) the close of business on the tenth business day (or such later date as the Company’s Board of Directors may determine) after the commencement of a tender or exchange offer the consummation of which would result in a person or group becoming the beneficial owner of 20% or more of the outstanding common stock. If a person or group becomes a beneficial owner of 20% or more of the outstanding common stock, each right converts into a right to purchase multiple shares of common stock of the Company, or in certain circumstances securities of the acquirer, at a 50% discount from the then current market value. In connection with the rights plan, the Company has designated 800,000 shares of its 5,000,000 shares of authorized but unissued Preferred Stock as “Series A Junior Participating Preferred Stock.” The rights are redeemable for a specified period at a price of $0.001 per right and expire on May 9, 2012, unless extended or earlier redeemed by the Board of Directors.
Stock Repurchase Plans
The Company’s Board of Directors approved the repurchase of the Company’s common stock under three plans, the “Discretionary Plan”, the 2006 10b5-1 Plan which was terminated in August 2007 and the 2009 10b5-1 Plan which was terminated on September 29, 2008.
The Discretionary Plan authorizes management to regularly evaluate market conditions for an opportunity to repurchase common stock at its discretion within the parameters established by the Board. The authorizations and repurchases under this plan were as follows (in thousands):
The 2006 and 2009 10b5-1 Plans (“10b5-1 Plans”) provided for the repurchase of up to 50 million and 14 million shares, respectively, of the Company’s common stock based upon predetermined price, volume and timing conditions set forth in the plans in accordance with Rule 10b5-1(c) of the Securities Exchange Act of 1934. During fiscal 2010, the Company did not purchase any common shares under the 10b5-1 Plans. During fiscal 2009 and fiscal 2008, the Company repurchased 1.3 million and 11.3 million common shares, respectively, for an aggregate committed amount of $13.5 million and $109.7 million, respectively, under the 10b5-1 Plans ($7.2 million of the fiscal 2007 committed amount was paid in fiscal 2008).
11. EARNINGS PER COMMON SHARE
Earnings per common share (“EPS”) data were computed as follows (in thousands, except for per share data):
During the years ended March 31, 2010, 2009 and 2008, stock awards to purchase approximately 26.2 million, 19.3 million and 25.4 million shares, respectively, were excluded from the diluted EPS calculation because they were anti-dilutive.
12. INCOME TAXES
Income before income taxes and the income tax provision include the following (in thousands):
The Company’s income tax expense differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35% for the following reasons (in thousands):
(1)
On July 12, 2007, the State of Michigan enacted the Michigan Business Tax (“MBT”) as a replacement for the Single Business Tax (“SBT”), which expired at December 31, 2007. The MBT took effect on January 1, 2008 and is comprised of two components: an income tax and a modified gross receipts tax. The two components of the MBT are considered income taxes subject to the accounting provisions of ASC 740 “Income Taxes”.
As a result of the MBT enactment, the Company recorded an income tax benefit of approximately $15.0 million during fiscal 2008. This benefit related primarily to the recognition of a deferred tax asset for Brownfield Redevelopment credits that are available to offset MBT liabilities through fiscal 2022. The Brownfield Redevelopment credits were previously available to reduce the Company’s
SBT liabilities. Prior to the MBT enactment, these credits were not recorded as a deferred tax asset since the Company did not account for the SBT as an income tax.
(2)
A deferred tax benefit of $32.3 million was recorded in fiscal 2010 due to capital loss carryforwards generated from a foreign tax reorganization that occurred during fiscal 2010. These capital loss carryforwards can only be offset by capital gains within the foreign jurisdiction, which the Company believes is less than more likely than not to occur. Therefore, the Company recorded a valuation allowance equal to the deferred tax benefit.
(3)
During fiscal 2010, the Company recorded a $32.3 million valuation allowance against the capital gains carryforward deferred tax asset that was created from the tax reorganization as noted above; partially offset by the release of valuation allowances related to Brownfield Redevelopment tax credit carryforward deferred tax assets (“Brownfield tax credit carryforward asset”) in the amount of $4.1 million. Due to certain events and circumstances that occurred during these periods, including the acquisition of Gomez, the Company adjusted the carrying value of the Brownfield tax credit carryforward asset to its more likely than not realizable value.
During fiscal 2009, the Company recorded a $6.0 million valuation allowance against its Brownfield tax credit carryforward asset. On January 9, 2009, the State of Michigan amended the MBT with an effective date of January 1, 2008. The amendment impacts future taxable income under MBT, therefore the Company evaluated its ability to realize the Brownfield tax credit carryforward assets before their expiration dates and adjusted the carrying value of the asset to its more likely than not realizable value.
During fiscal 2008, the Company assessed the ability to utilize its tax credits prior to expiration and recorded a valuation allowance of $2.9 million to reduce the carrying value of the deferred tax asset associated with these tax credit carryforwards to the more likely than not realizable value.
(4)
During the fourth quarter of fiscal 2010, the Company identified a carryforward component of an income tax receivable that existed at March 31, 2009 resulting in a $3.0 million benefit which was corrected during the fourth quarter of fiscal 2010. The Company has considered both the qualitative and quantitative effects of this error on the financial statements for the fiscal year ended March 31, 2009, as well as the qualitative and quantitative effects of including the error correction in the fourth quarter of fiscal 2010 and fiscal year ended March 31, 2010 and has concluded that the effects on the financial statements are not material.
Temporary differences and carryforwards that give rise to a significant portion of deferred tax assets and liabilities were as follows (in thousands):
At March 31, 2010, the Company had net operating loss, capital loss and tax credit carryforwards for income tax purposes of $71.3 million that expire in the tax years as follows (in thousands):
The Company follows ASC 740 “Income Taxes” which includes the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109” (“FIN 48”) that became effective April 1, 2007. This Interpretation prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As a result of the implementation of FIN 48, the Company recorded a $1.4 million increase in the liability for unrecognized tax benefits, which was accounted for as a cumulative-effect adjustment to retained earnings, during fiscal 2008.
The amount of gross unrecognized tax benefits was $22.1 million, $16.1 million and $15.0 million, respectively, as of March 31, 2010, 2009 and 2008 of which, $17.3 million, $12.4 million and $11.8 million, respectively, net of federal benefit, would favorably affect the Company’s effective tax rate if recognized in future periods.
At March 31, 2009 and 2008, the Company recorded $523,000 of the liability for uncertain tax positions against deferred tax assets relating to the same jurisdiction. There was no reclassification of liability for uncertain tax positions recorded as of March 31, 2010. The amount recorded as current accrued expenses was $85,000, $87,000 and $5.3 million as of March 31, 2010, 2009 and 2008, respectively; and the amount recorded as non-current accrued expenses was $16.9 million, $10.7 million and $6.7 million, respectively.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended March 31, 2010, 2009 and 2008 (in thousands):
In accordance with the Company’s accounting policy, interest and penalties related to uncertain tax positions are included in the income tax provision. At March 31, 2010, the Company had an $8.9 million interest payable recorded for the payment of interest and a $7.1 million interest receivable for the receipt of interest. At March 31, 2009, the Company had a $9.3 million interest payable recorded for the payment of interest and a $7.8 million interest receivable for the receipt of interest, which included a $6.4 million balance sheet reclassification that increased the interest receivable and the interest payable. At March 31, 2008, the Company had a $2.9 million interest payable recorded for the payment of interest and a $1.2 million interest receivable for the receipt of interest. The Company recognized $248,000 and $313,000, respectively, of net interest expense during fiscal 2010 and fiscal 2009 and recognized an income tax benefit of $1.1 million during fiscal 2008 for net interest and penalties.
The Company has open tax years, from tax periods 1999 and forward, with various taxing jurisdictions, including the U.S., Brazil and Canada. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations due to the amount, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. During fiscal 2011, it is reasonably possible that the Company will settle income tax examinations but the Company does not expect these settlements to have a material impact on its results of operations.
Cash paid for income taxes was $66.1 million, $31.7 million and $12.1 million during fiscal 2010, 2009 and 2008, respectively.
13. SEGMENT INFORMATION
Compuware has four business segments in the software industry: products, web performance services, professional services and application services. The Company’s products and services are offered worldwide to the largest IT organizations across a broad spectrum of technologies, including mainframe, distributed and Internet platforms and provide the following capabilities:
•
Our products and web performance services are designed to enhance the effectiveness of key disciplines throughout IT organizations including application development and delivery, service management and IT portfolio management and the availability and quality of web applications.
•
Our application services use business-to-business applications to integrate vital business information and processes between partners, customers and suppliers.
•
Our IT professional services include IT portfolio management services, application delivery management services, application outsourcing services and enterprise legacy modernization services. Our professional services segment also provides implementation, consulting and training services in tandem with the Company’s product offerings which are referred to as product related services.
The Company evaluates the performance of its segments based primarily on operating profit before administrative and general expenses and other charges. The allocation of income taxes is not evaluated at the segment level. Financial information for the Company’s business segments was as follows (in thousands):
(1)
For the year ended March 31, 2010, income from the products segment includes a $52.4 million gain on divestiture of the Quality and DevPartner product lines (see Note 2 to the consolidated financial statements for additional information).
No single customer accounted for greater than 10% of total revenue during the years ended March 31, 2010, 2009 or 2008, or greater than 10% of accounts receivable at March 31, 2010 or 2009.
The Company does not evaluate assets and capital expenditures on a segment basis, and accordingly such information is not provided.
Financial information regarding geographic operations is presented in the table below (in thousands):
Long-lived assets are comprised of property, plant and equipment, goodwill and capitalized software. Long-lived assets associated with the Quality and DevPartner product lines were reclassified to “Assets held for sale” as of March 31, 2009 and are not included in the above table.
14. COMMITMENTS AND CONTINGENCIES
Contractual obligations
The Company’s contractual obligations primarily relate to various operating lease agreements for office space, equipment and land for various periods that extend through as late as fiscal 2100. Total rent payments under these agreements were approximately $26.0 million, $30.9 million and $37.6 million, respectively, for fiscal 2010, 2009 and 2008. Certain of these lease agreements contain provisions for renewal options and escalation clauses.
The Company also has commitments under various advertising and charitable contribution agreements totaling $15.4 million and $800,000, respectively, at March 31, 2010. Total expense related to these agreements was approximately $7.6 million, $3.7 million and $3.4 million, respectively, for fiscal 2010, 2009 and 2008. The following is a schedule of future minimum commitments (in thousands):
The Company also leases space within the Company’s headquarters facility to business tenants. Total lease income relating to these spaces totaled $870,000, $1.1 million and $775,000, respectively, for fiscal 2010, 2009 and 2008 which is recorded to “Administrative and general” in the consolidated statements of operations.
The following is a schedule of future minimum lease rental commitments (in thousands):
Payment Due by Period as of March 31,
2016 and
Total
Thereafter
Lease rental commitments
$ 28,039
$ 2,164
$ 4,765
$ 4,949
$ 5,155
$ 5,300
$ 5,706
The increase in lease rental commitments relates to the Company agreeing to lease approximately 249,000 square feet of its Detroit, Michigan headquarters building to a local business under a five year lease agreement beginning during the fourth quarter of fiscal 2010.
Settlement
In March 2005, the Company settled all of its outstanding litigation with International Business Machines Corporation (“IBM”). Under the settlement agreement and subsequent clarifications, IBM and the Company entered into a business arrangement whereby IBM was committed to purchase software licenses and maintenance from the Company totaling $140 million over five years ending in fiscal 2010 ($20 million in fiscal 2006, $30 million in each of the following four years).
During fiscal 2010, 2009 and 2008, IBM utilized $9.3 million, $12.1 million and $13.8 million, respectively, of their license and maintenance commitment, resulting in an unused commitment balance of $20.7 million, $17.9 million and $16.2 million, respectively, for fiscal 2010, 2009 and 2008. The unused commitment amounts are reported as “Settlement” in the consolidated statements of operations and recognized as income in the fourth quarter of each respective fiscal year. The settlement agreement with IBM expired March 31, 2010.
Legal Matters
From time to time, in addition to the matter identified above, the Company is subject to legal proceedings, claims, investigations and proceedings in the ordinary course of business. In accordance with U.S. GAAP, the Company makes a provision for a liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. However, the Company believes it has valid defenses with respect to the legal matters pending against the Company. It is possible, nevertheless, that our consolidated financial position, cash flows or results of operations could be materially affected by the resolution of one or more of such contingencies.
15. BENEFIT PLANS
Employee Stock Ownership Plan
In July 1986, the Company established an Employee Stock Ownership Plan (“ESOP”) and Trust. Under the terms of the ESOP, the Company may elect to make annual contributions to the Plan for the benefit of substantially all U.S. employees. The contribution may be in the form of cash or Company common stock. The Board of Directors authorizes contributions between a maximum of 25% of eligible annual compensation and a minimum sufficient to cover current obligations of the Plan. There have been no contributions to the ESOP plan in the past three fiscal years. This is a non-leveraged ESOP plan.
Employee Stock Purchase Plan
During fiscal 2002, the shareholders approved international and domestic employee common stock purchase plans under which the Company was authorized to issue up to 15 million shares of common stock to eligible employees. Under the terms of the plan, employees can elect to have up to 10% of their compensation withheld to purchase Company common stock at the close of the offering period. The value of the common stock purchased in any calendar year cannot exceed $25,000 per employee. The purchase price is 95% of the closing market sales price on the market date immediately preceding the last day of the offering period. Effective December 1, 2007, the Company discontinued the plan for employees outside the U.S. and Canada. During fiscal 2010, 2009 and 2008, the Company sold approximately 316,000, 405,000 and 477,000 shares, respectively, to eligible employees under the plan.
Director Phantom Stock Plan
Effective April 1, 2002, the Board of Directors approved the 2002 Directors Phantom Stock Plan (the “Phantom Plan”) for non-employee directors to provide increased incentive to make contributions to the long term growth of the Company, to align the interests of directors with the interests of shareholders, and to facilitate attracting and retaining directors of exceptional ability. The Phantom Plan provided for issuance of rights to receive the value of a share of the Company’s common stock in cash upon vesting which occurs upon the retirement of the director from the Board. Phantom shares were granted automatically at the beginning of each fiscal year and at the discretion of the Board.
In May 2005, the Board of Directors authorized non-employee directors to defer receipt of all or a portion of their director’s fees via a deferred compensation plan. As an alternative to a cash deferral, the plan allows non-employee directors to defer their cash compensation into deferred compensation stock units, which are based upon the price of Compuware’s common stock.
Effective January 1, 2009, the Board of Directors approved the issuance of restricted share units from the Company’s Long Term Incentive Plan to replace the phantom shares and the deferred compensation stock units outstanding as of December 31, 2008, eliminating the need for liability accounting treatment associated with the Phantom Plan and deferred compensation plan. The Company recorded income of
$304,000 and $114,000, respectively, in fiscal 2009 and 2008 related to the phantom share program which was recorded to “Administrative and general” in the consolidated statements of operations.
Employee Equity Incentive Plans
The Company’s Board of Directors adopted the 2007 Long Term Incentive Plan (the “LTIP”) in June 2007 that was approved by the Company’s shareholders in August 2007. The Company has reserved an aggregate of 28.0 million common shares to be awarded under the LTIP. The Compensation Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or stock awards and annual cash incentive awards under the LTIP.
Prior to the LTIP, the Company had seven stock option plans (“Plans”) dating back to 1991. All but one of the plans, the 2001 Broad Based Stock Option Plan (“BBSO”), were approved by the Company’s shareholders. The BBSO was approved by the Board of Directors in March 2001, but was not submitted to the shareholders for approval, as shareholder approval was not required at the time. As a result of the LTIP adoption, these Plans have been terminated as to future grants.
Stock Options Activity
A summary of option activity under the Company’s stock-based compensation plans as of March 31, 2010, and changes during the year then ended is presented below (shares and intrinsic value in thousands):
The Company has historically granted options that vested 50% on the anniversary date of the third year and 25% on the fourth and fifth year. Options granted during fiscal 2009 and fiscal 2010 primarily had the following two vesting schedules: (1) vested 30% on the anniversary date of the first and second year and 40% on the third year or (2) vested 20% on each annual anniversary date over five years.
All options were granted at fair market value and expire ten years from the date of grant.
The average fair value of option shares vested during fiscal 2010, 2009 and 2008 were $4.33, $3.90 and $5.11 per share, respectively, and the total intrinsic value of options exercised were $799,000, $3.9 million and $16.7 million, respectively.
Restricted Stock Units and Performance-Based Stock Awards Activity
A summary of non-vested restricted stock units and performance-based stock awards (collectively “Non-vested RSU”) activity under the Company’s LTIP as of March 31, 2010, and changes during the year then ended is presented below (shares and intrinsic value in thousands):
During fiscal 2010, the Company issued 1.4 million performance-based stock awards (“PSAs”) under the Company’s LTIP to various employees associated with our Covisint business. See “Covisint Corporation 2009 Long-Term Incentive Plan” section within this footnote for more details.
The Company also issued 603,000 restricted stock units to certain employees as part of the fiscal 2010 executive bonus program that vest 25% on each annual anniversary date over four years and issued 209,000 restricted stock units to the Board of Directors for their annual compensation award that will 100% vest in August 2010.
The units are settled by the issuance of one common share for each unit upon vesting and vesting accelerates upon death, disability or a change in control.
Covisint Corporation 2009 Long-Term Incentive Plan
In August 2009, Covisint Corporation (“Covisint”), a subsidiary of the Company, established a 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint the ability to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint. The 2009 Covisint LTIP reserves 150,000 common shares of Covisint for issuances under this plan.
Since the 2009 Covisint LTIP’s inception, Covisint has granted 109,000 stock options that expire on August 25, 2019. These options will vest only if, prior to August 26, 2015, Covisint completes an initial public offering (“IPO”) or if there is a change of control of Covisint.
The Company granted 1.4 million PSAs from the Company’s 2007 LTIP. These PSAs will vest if Covisint does not complete an IPO or a change of control transaction by August 25, 2015 and the Covisint business meets a pre-defined revenue target for four consecutive calendar quarters ending prior to August 26, 2015.
As of March 31, 2010, the Company has not recorded compensation expense for the Covisint stock options or the PSAs and these awards are not included in the Company’s diluted shares outstanding. Compensation expense will be accounted for in the period it becomes probable that the underlying conditions of the Covisint stock options or PSAs will be met and will be included in the diluted shares outstanding balance in the period the underlying performance conditions are met.
Stock Awards Compensation
For the years ended March 31, 2010, 2009 and 2008, stock awards compensation expense was allocated as follows (dollars in thousands):
As of March 31, 2010, total unrecognized compensation cost of $22.7 million, net of estimated forfeitures, related to nonvested equity awards is expected to be recognized over a weighted-average period of approximately 2.58 years.
16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarterly financial information for the years ended March 31, 2010 and 2009 was as follows (in thousands, except for per share data):
(1)
During the first quarter of fiscal 2010, the Company divested the Quality and DevPartner product lines resulting in a gain on divestiture of $52.4 million which was reported within operating expenses in the consolidated statements of operations.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure information required to be disclosed in the Company’s reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its 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, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, to cause information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required financial disclosure.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is defined under applicable Securities and Exchange Commission rules as a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U. S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
As of March 31, 2010, management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on the assessment, management determined that the Company’s internal control over financial reporting was effective, as of March 31, 2010, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of March 31, 2010. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of March 31, 2010, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control Over Financial Reporting
No changes in the Company’s internal control over financial reporting occurred during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Compuware Corporation
Detroit, Michigan
We have audited the internal control over financial reporting of Compuware Corporation and subsidiaries (the “Company”) as of March 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2010, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended March 31, 2010 of the Company and our report dated May 27, 2010 expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
Detroit, Michigan
May 27, 2010
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is contained in the Proxy Statement under the captions “Corporate Governance” (excluding the Report of the Audit Committee), “Election of Directors” and “Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is contained in the Proxy Statement under the caption “Compensation of Executive Officers” and “Corporate Governance - Compensation of Directors” and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is contained in the Proxy Statement under the caption “Security Ownership of Management and Major Shareholders” and is incorporated herein by reference.
The Company’s Board of Directors adopted the 2007 Long Term Incentive Plan (“LTIP”) in June 2007 and the Company’s shareholders approved the LTIP in August 2007. The Compensation Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or stock awards and annual cash incentive awards under the LTIP. Prior to the LTIP, the Company had seven stock option plans (“Prior Plans”) dating back to 1991. All but one of the Prior Plans, the 2001 Broad Based Stock Option Plan (“BBSO”), were approved by the Company’s shareholders. The BBSO was approved by the Board of Directors in March 2001, but was not submitted to the shareholders for approval, as shareholder approval was not required at the time. Under the terms of the BBSO, the Company was authorized to grant nonqualified stock options with a maximum term of ten years to any employee or director of the Company at an exercise price and with vesting and other terms determined by the Compensation Committee of the Company’s Board. Options granted under the BBSO either vested every six months over a four year period or 50% of the option became vested on the third year anniversary of the date of grant, and 25% of the option vested on each of the fourth year and fifth year anniversaries of the date of grant. All options were granted at fair market value and expired ten years from the date of grant.
As a result of the LTIP adoption, the Prior Plans have been terminated as to future grants.
The Company also has an Employee Stock Ownership Plan (“ESOP”) and an Employee Stock Purchase Plan (“ESPP”). The information about our equity compensation plans in Note 15 of the notes to consolidated financial statements, included in Item 8 of this report, is incorporated herein by reference.
The following table sets forth certain information with respect to our equity compensation plans at March 31, 2010 (shares in thousands):
Number of securities
Number of securities
remaining available
to be issued
Weighted-average
for future issuance
upon exercise of
exercise price of
under equity
outstanding options
outstanding options
compensation plans
Equity compensation plans approved by security holders
16,254
$ 8.00
13,857
Equity compensation plans not approved by security holders
12,874
$ 8.85
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is contained in the Proxy Statement under the caption “Other Matters - Related Party Transactions,” “Corporate Governance - Board of Directors - Director Independence” and Compensation of Executive Officers - Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is contained in the Proxy Statement under the caption “Ratification of Appointment of the Independent Registered Public Accounting Firm” and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report.
1. Consolidated Financial Statements
The following consolidated financial statements of the Company and its subsidiaries are filed herewith:
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2010 and 2009
Consolidated Statements of Operations for each of the years ended March 31, 2010, 2009 and 2008
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for each of the years ended March 31, 2010, 2009 and 2008
Consolidated Statements of Cash Flows for each of the years ended March 31, 2010, 2009 and 2008
Notes to Consolidated Financial Statements
57-91
2. Financial Statement Schedules
All financial statement schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related notes.
3. EXHIBITS
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index attached to this report. The Exhibit Index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan on May 27, 2010.
COMPUWARE CORPORATION
By: /S/ PETER KARMANOS, JR.
Peter Karmanos, Jr.
Chairman of the Board, Chief
Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/S/ PETER KARMANOS, JR.
Chairman of the Board, Chief Executive Officer
May 27, 2010
Peter Karmanos, Jr.
And Director (Principal Executive Officer)
/S/ LAURA L. FOURNIER
Executive Vice President, Chief Financial Officer
May 27, 2010
Laura L. Fournier
and Treasurer (Principal Financial Officer)
/S/ ROBERT C. PAUL
Director, President and Chief Operating Officer
May 27, 2010
Robert C. Paul
/S/ DENNIS W. ARCHER
Director
May 27, 2010
Dennis W. Archer
/S/ GURMINDER S. BEDI
Director
May 27, 2010
Gurminder S. Bedi
/S/ WILLIAM O. GRABE
Director
May 27, 2010
William O. Grabe
/S/ WILLIAM R. HALLING
Director
May 27, 2010
William R. Halling
/S/ FAYE A. NELSON
Director
May 27, 2010
Faye A. Nelson
/S/ GLENDA D. PRICE
Director
May 27, 2010
Glenda D. Price
/S/ W. JAMES PROWSE
Director
May 27, 2010
W. James Prowse
/S/ G. SCOTT ROMNEY
Director
May 27, 2010
G. Scott Romney
/S/ RALPH J. SZYGENDA
Director
May 27, 2010
Ralph J. Szygenda
EXHIBITS
The following exhibits are filed herewith or incorporated by reference to the filing indicated with which it was previously filed. Each management contract or compensatory plan or arrangement filed as an exhibit to this report is identified below with an asterisk before the exhibit number. The Company’s SEC file number is 000-20900.
Exhibit
Number
Description of Document
2.6
Agreement and Plan of Merger dated May 6, 2005 by and among Compuware Corporation, Compuware Acquisition Corp., Adlex, Inc., and with respect to Article VIII, Tad Witkowicz, as Shareholder Representative (Company’s Form 8-K filed on May 9, 2005)
2.7
Stock Purchase Agreement by and among Compuware Corporation, Proxima Technology Group, Inc., and each of the shareholders of Proxima Technology Group, Inc. dated as of January 2, 2007 (Company’s Form 8-K filed on January 8, 2007)
2.8
Asset Purchase Agreement between Compuware Corporation and Micro Focus Holdings Limited, dated as of May 5, 2009 (Company’s Form 8-K filed on May 11, 2009)
2.9
Agreement and Plan of Merger by and among Compuware Corporation, Compuware Acquisition Corp., Gomez, Inc. and the Securityholder Committee named therein, dated as of October 6, 2009 (Company’s Form 8-K filed on October 8, 2009)
3.1
Restated Articles of Incorporation of Compuware Corporation, as amended, as of October 25, 2000 (Company’s Form 10-K for fiscal 2001 )
3.2
Amendment to Bylaws of Compuware Corporation, as of November 6, 2008 (Company’s Form 8-K filed on November 25, 2008)
4.0
Rights Agreement dated as of October 25, 2000 between Compuware Corporation and Equiserve Trust Company, N.A., as Rights Agent (Company’s Registration Statement on Form 8-A filed October 26, 2000)
4.6
Amendment To Rights Agreement, dated as of October 29, 2001 (Company’s first Form 8-K filed on May 11, 2006)
4.7
Amendment No. 2 To Rights Agreement, dated as of May 9, 2006 (Company’s first Form 8-K filed on May 11, 2006)
4.8
Amended and Restated Credit Agreement dated May 2, 2003 as of July 27, 2006 (Company’s Form 10-Q for the quarterly period ended June 30, 2006)
4.9
Amendment No. 1, dated as of July 26, 2007, to the Amended and Restated Credit Agreement dated May 2, 2003 as of July 27, 2006 (Company’s Form 10-Q for the quarterly period ended on June 30, 2007)
4.10
Compuware Corporation Revolving Credit Agreement dated as of November 1, 2007 (Company’s Form 10-Q for the quarterly period ended on September 30, 2007)
4.11
Amendment No. 3 to Rights Agreement, dated as of February 2, 2009 (Company’s Form 8-K filed on February 3, 2009)
10.24
Promotion Agreement, dated September 8, 1992, between Compuware Sports Corporation and the Company (Company’s Registration Statement on Form S-1, as amended (Registration No. 33-53652))
*10.37
Fiscal 1998 Stock Option Plan (Company’s Registration Statement on Form S-8 (Registration Statement No. 333-37873))
*10.51
Fiscal 1996 Stock Option Plan (Company’s Form 10-K for fiscal 2000)
10.52
Advertising Agreement, dated December 1, 1996, between Arena Management Company and the Company (Company’s Form 10-K for fiscal 2000)
*10.83
Fiscal 1999 Stock Option Plan (Company’s Form 10-Q for the quarterly period ended December 31, 2000)
*10.85
2001 Broad Based Stock Option Plan (Company’s Registration Statement on Form S-8 (Registration Statement No. 333-57984))
*10.88
First Amendment to 1996 Stock Option Plan (Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997)
*10.90
Phantom Stock Plan (Company’s Form 10-K for fiscal 2003)
Exhibit
Number
Description of Document
*10.91
Nonqualified Stock Option Agreement for Executive Officers (Company’s Form 10-Q for the quarterly period ended September 30, 2004)
*10.92
Nonqualified Stock Option Agreement for Outside Directors (Company’s Form 10-Q for the quarterly period ended September 30, 2004)
*10.93
Phantom Share Award Agreement (Company’s Form 10-Q for the quarterly period ended September 30, 2004)
*10.95
Settlement Agreement dated March 21, 2005 by and among Compuware Corporation and International Business Machines Corporation (Company’s Form 8-K filed on March 21, 2005)
*10.96
First Amendment to the Compuware Corporation 2002 Directors Phantom Stock Plan (Company’s Form 8-K/A filed on May 17, 2005)
*10.97
Amendment Number 1 to Settlement Agreement dated November 29, 2005 by and among Compuware Corporation and International Business Machines Corporation (Company’s Form 8-K filed on November 29, 2005)
*10.98
2005 Non-Employee Directors’ Deferred Compensation Plan (Company’s second Form 8-K filed on May 11, 2006)
*10.99
Executive Incentive Plan - Corporate (Company’s Form 8-K filed on June 6, 2006)
*10.100
Parallel Nonqualified Stock Purchase Plan Arrangement (Company’s Form 10-K for fiscal 2006)
*10.101
Fifth Amendment to the Compuware Corporation ESOP/401(k) Plan (Company’s Form 10-Q for the quarterly period ended June 30, 2006)
*10.102
Post-Retirement Consulting Agreement, dated March 1, 2007, between Compuware Corporation and Peter Karmanos, Jr. (Company’s Form 8-K filed on March 2, 2007)
*10.105
2007 Long Term Incentive Plan (Appendix A to Company’s definitive proxy statement for 2007 annual shareholders meeting filed on July 24, 2007)
*10.106
Form of Stock Option Agreement (5-Year Version) (Company’s Form 8-K filed on April 25, 2008)
*10.107
Form of Stock Option Agreement (3-Year Version) (Company’s Form 8-K filed on April 25, 2008)
*10.109
Form of Compuware Executive Incentive Plan - Corporate as of April 30, 2008 (Company’s Form 10-Q for the quarterly period ended on June 30, 2008)
*10.110
Employee Restricted Stock Unit Award Agreement (Company’s Form 10-Q for the quarterly period ended on September 30, 2008)
*10.111
Amendment to the Consulting/Employment Letter with Peter Karmanos, Jr. (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.112
W. James Prowse Consulting Agreement dated as of November 17, 2008 (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.113
Amendment No. 1 to the 2007 Long Term Incentive Plan (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.114
Amendment No. 2 to the 2002 Directors Phantom Stock Plan (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.115
Amended and Restated 2005 Non-Employee Directors’ Compensation Plan (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.116
Form of 2002 Directors Phantom Stock Plan Forfeiture And Replacement Agreement (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.117
Form of Amended And Restated 2005 Non-Employee Directors Deferred Compensation Plan Forfeiture And Replacement Agreement (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.118
Form of Director Restricted Stock Unit Grant Agreement (Replacing Directors’ Phantom Stock Units) (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.119
Form of Director Restricted Stock Unit Grant Agreement (Replacing Deferred Compensation Units) (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.120
Form of Director Annual Restricted Stock Unit Award Agreement (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.121
Form of Director Restricted Stock Unit Agreement for Deferred Compensation (Company’s Form 10-Q for the quarterly period ended on December 31, 2008)
*10.122
Executive Incentive Plan - Corporate, as of June 10, 2009 (Company’s Form 8-K filed on June 12, 2009)
Exhibit
Number
Description of Document
*10.123
Form of Restricted Stock Unit Award Agreement, as of June 10, 2009 (Company’s Form 8-K filed on June 12, 2009)
*10.124
Form of Performance Unit Award Agreement for Peter Karmanos and Laura Fournier (Revenue Condition) dated December 7, 2009 (Company’s Form 10-Q for the quarterly period ended on December 31, 2009)
*10.125
Performance Unit Award Agreement for Peter Karmanos (Revenue Condition, subject to Section 162(m)) dated December 7, 2009 (Company’s Form 10-Q for the quarterly period ended on December 31, 2009)
*10.126
Form of Performance Unit Award Agreement for Peter Karmanos and Laura Fournier (IPO Condition) dated December 7, 2009 (Company’s Form 10-Q for the quarterly period ended on December 31, 2009)
*10.127
Performance Unit Award Agreement for Robert Paul dated December 7, 2009 (Company’s Form 10-Q for the quarterly period ended on December 31, 2009)
*10.128
2009 Covisint Corporation Long Term Incentive Plan (Company’s Form 10-Q for the quarterly period ended on December 31, 2009)
*10.129
Form of Covisint Option Agreement (Company’s Form 10-Q for the quarterly period ended on December 31, 2009)
21.1
Subsidiaries of the Registrant
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002