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EX-99.2 - EXHIBIT 99.2 - COMPUWARE CORP | ex99_2.htm |
8-K - COMPUWARE CORPORATION 8-K 5-20-2010 - COMPUWARE CORP | form8k.htm |
Exhibit 99.1
NEWS RELEASE
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COMPUWARE CORPORATION
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Corporate Headquarters
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One Campus Martius · Detroit, Michigan 48226
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(313) 227-7300
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For Immediate Release
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May 20, 2010
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Compuware Growth Drivers Gain Velocity as Company Delivers Solid Q4
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FY ’10 earnings per share reach 60 cents (GAAP); Q4 earnings per share are 16 cents (GAAP)
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Compared to Q4 last year, Vantage license fees up 22 percent, Covisint revenues grow 15 percent, Changepoint license fees rise seven percent
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Gomez Web Performance Division delivers strong commitments of $20.9 million in Q4
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Total products revenue excluding divested products increases 10 percent compared to Q4 last year; increases two percent including divested products
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Professional services margins reach 14.7 percent excluding Covisint; services revenues increase sequentially
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Current FY ’11 guidance assumes revenue growth, strong EPS and cash flow
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DETROIT--May 20, 2010--Compuware Corporation (NASDAQ: CPWR) today announced financial results for its fourth quarter and fiscal year ended March 31, 2010.
“Compuware executed a very successful transition year in FY 2010,” said Compuware President and Chief Operating Officer Bob Paul. “Our Compuware 2.0 strategy has streamlined and completely focused the company on markets where we have best-in-class solutions and growth opportunities. This positions Compuware for continued and long-term financial success, including revenue and earnings per share growth, as well as ongoing strong cash flow.”
Fiscal Year 2010 Results
During the fiscal year ended March 31, 2010, revenues were $892.2 million, compared to $1.09 billion in the previous fiscal year. Net income was $140.8 million, compared to $139.6 million in fiscal 2009. Earnings per share were 60 cents, an increase of nine percent from 55 cents in fiscal 2009, based upon 234.6 million and 252.4 million shares outstanding, respectively.
During fiscal 2010, software license fees were $194.5 million, and maintenance and subscription fees were $456.4 million. Professional services fees for fiscal 2010 were $241.3 million.
Fourth Quarter Fiscal Year 2010 Results
Page 2
Compuware Growth Drivers Gain Velocity as Company Delivers Solid Q4
May 20, 2010
During the fourth quarter, revenues were $230 million, compared to $253.4 million in the fourth quarter last year. Net income was $37.4 million, compared to $48.4 million in Q4 last year. Earnings per share were 16 cents compared to 20 cents last year, based upon 228.7 million and 246.0 million shares outstanding, respectively.
During the company’s fourth quarter, software license fees were $51.8 million compared to $50.3 million (excluding divested products) and $55.5 million (as reported) in the fourth quarter last year. Maintenance and subscription fees were $117.9 million in the fourth quarter compared to $104.0 million (excluding divested products) and $111.6 million (as reported) in the fourth quarter last year. Revenue from professional services in the fourth quarter was $60.3 million, compared to $86.3 million in the same quarter last year.
Fourth Quarter Fiscal Year 2010 Highlights
During the fourth quarter, Compuware:
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Announced that it earned a General Motors 2009 Supplier of the Year award for the third year in a row, topping a who’s who list of software and hardware suppliers.
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Announced that Gartner Inc. placed Compuware in the "leaders" quadrant of the "Magic Quadrant for Application Performance Monitoring (APM)" report.
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Introduced Gomez adVantage, the industry’s first solution for optimizing application performance management across the entire application delivery chain from a single, unified dashboard.
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Announced that Microsoft would discuss how Compuware’s end-to-end application performance management solution is helping to deliver world-class performance to millions of web users worldwide to ensure quality of service.
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Unveiled a Gomez platform-wide upgrade featuring industry firsts for managing web performance across multiple browsers and load testing both mobile and web applications.
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Honored several websites and mobile websites with gold Gomez Web Performance and Mobile Leader Awards for outstanding website performance in 2009.
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Announced the findings of an independent study examining the performance of websites experiencing peak traffic volumes and the impact on consumer behavior and business results.
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Announced that Onet.pl, Poland’s largest and most popular multimedia web portal, selected Compuware’s end-to-end application performance management solution to monitor end-user experience of its critical business applications that span both the enterprise and Internet.
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Introduced Compuware Changepoint for Technology Companies, which addresses the specific needs of technology companies such as software and hardware vendors.
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Page 3
Compuware Growth Drivers Gain Velocity as Company Delivers Solid Q4
May 20, 2010
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Announced the results of a benchmark study, commissioned by Compuware and conducted by the Ponemon Institute© that found six primary areas of vulnerability to privacy and data security for the financial services industry.
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Launched Covisint ExchangeLink™ for Healthcare, a platform-as-a-service (PaaS) ecosystem providing a one-stop choice for healthcare organizations and caregivers to securely access applications and exchange information across the entire care delivery system.
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Announced a partnership agreement with CareTech Solutions to leverage the Covisint ExchangeLink™ for Healthcare platform to enhance CareTech’s physician and patient portal capabilities.
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Launched a free Gomez online Custom Benchmark tool that lets IT, web and marketing teams compare the performance of their website to competitors, peers or industry leaders.
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Introduced its newest Changepoint Accelerator to help technology companies drive best practices for product and professional services delivery.
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Announced that Providence Health & Services Washington Region selected Compuware’s EHR Service Delivery Solution—powered by Vantage—to improve the performance and availability of its clinical applications.
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Announced a series of enhancements to Strobe 4.1 and iStrobe 4.1 that help customers save money by increasing visibility into DB2 applications.http://www.globenewswire.com/newsroom/ctr?d=182859&l=1&a=Gomez&u=http%3A%2F%2Fwww.gomez.com%2F
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Previewed key findings from an independent study examining consumers’ web experiences when shopping, booking travel or conducting financial transactions online during peak traffic times.
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Announced that the Detroit Medical Center (DMC) would discuss how end-to-end application performance management using Compuware’s EHR Service Delivery improved clinician adoption and productivity.
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Published a new whitepaper titled: "Who Moved My App? How to Achieve Effective Application Performance in a Virtualized World," which detailed what IT organizations should look for in an APM solution to ensure the success of their virtualized environment.
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Announced that Luxury Link—using on-demand software from Gomez—proactively monitors the performance of its most important web pages and transactions from the outside-in—the perspective of its global customer base.
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Announced that Chairman and CEO Peter Karmanos, Jr. would be honored on at the American Hellenic Institute’s national public service awards dinner in Washington, D.C.
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Page 4
Compuware Growth Drivers Gain Velocity as Company Delivers Solid Q4
May 20, 2010
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Announced its President and COO Bob Paul was appointed to Compuware’s Board of Directors.
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Announced that Vice President of Channels and Alliances Kimberly King was named a 2010 Channel Chief by Everything Channel’s CRN.
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Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the financial information included in and following this press release uses a non-GAAP measure for revenue. Compuware management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of Compuware’s ongoing core operations and prospects for the future. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management uses both GAAP and non-GAAP information in operating and evaluating its business and as such has determined that it is important to provide this information to investors. A reconciliation of non-GAAP to GAAP information is contained in the financial statements following this press release.
Compuware Corporation
Founded in 1973, Compuware provides software, experts and best practices to ensure applications work well and deliver business value. Compuware solutions optimize end-to-end application performance for leading organizations around the world, including 46 of the top 50 Fortune 500 companies and 12 of the top 20 most visited U.S. web sites. Learn more at: http://www.compuware.com.
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Conference Call Information
Compuware will host a conference call to discuss these results at 5:00 p.m. Eastern time (21:00 GMT) today. To join the conference call, interested parties in the United States should call 800-230-1096. For international access, the conference call number is +1-612-332-0107. No password is required.
A conference call replay will also be available. The United States replay number will be 800-475-6701, and the international replay number will be +1-320-365-3844. The replay passcode will be 147899. Additionally, investors can listen to the conference call via webcast by visiting the Compuware Corporation Investor Relations web site at http://www.compuware.com.
Press Contact
Lisa Elkin, Vice President, Marketing and Communications, +1-313-227-7345
Certain statements in this release that are not historical facts, including those regarding the Company’s future plans, objectives and expected performance, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. While we believe any forward-looking statements we have made are reasonable, actual results could differ materially since the statements are based on our current expectations and are subject to risks and uncertainties. These risks and uncertainties are discussed in the Company’s reports filed with the Securities and Exchange Commission. Readers are cautioned to consider these factors when relying on such forward-looking information. The Company does not undertake, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law. The completion of the definitive agreement to acquire Gomez is subject to customary government approvals and the satisfaction of other routine conditions.
COMPUWARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
AS OF MARCH 31,
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ASSETS
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2010
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2009
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CURRENT ASSETS:
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Cash and cash equivalents
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$ | 149,897 | $ | 278,112 | ||||
Accounts receivable, net
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456,504 | 472,011 | ||||||
Deferred tax asset, net
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46,286 | 37,359 | ||||||
Income taxes refundable
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6,160 | 2,578 | ||||||
Prepaid expenses and other current assets
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46,434 | 41,350 | ||||||
Assets held for sale
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27,354 | |||||||
Total current assets
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705,281 | 858,764 | ||||||
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION
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341,696 | 353,182 | ||||||
CAPITALIZED SOFTWARE, LESS ACCUMULATED AMORTIZATION
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41,952 | 35,763 | ||||||
OTHER:
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Accounts receivable
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222,344 | 224,681 | ||||||
Deferred tax asset, net
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38,969 | 30,851 | ||||||
Goodwill
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591,870 | 339,134 | ||||||
Other
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71,213 | 32,475 | ||||||
Total other assets
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924,396 | 627,141 | ||||||
TOTAL ASSETS
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$ | 2,013,325 | $ | 1,874,850 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Accounts payable
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$ | 15,713 | $ | 13,796 | ||||
Accrued expenses
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110,732 | 87,205 | ||||||
Income taxes payable
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16,314 | 24,646 | ||||||
Deferred revenue
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469,834 | 409,410 | ||||||
Liabilities held for sale
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26,470 | |||||||
Total current liabilities
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612,593 | 561,527 | ||||||
DEFERRED REVENUE
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398,515 | 378,094 | ||||||
ACCRUED EXPENSES
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33,193 | 30,111 | ||||||
DEFERRED TAX LIABILITY, NET
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55,211 | 24,470 | ||||||
Total liabilities
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1,099,512 | 994,202 | ||||||
SHAREHOLDERS' EQUITY:
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Common stock
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2,250 | 2,418 | ||||||
Additional paid-in capital
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606,484 | 628,955 | ||||||
Retained earnings
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305,441 | 249,897 | ||||||
Accumulated other comprehensive loss
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(362 | ) | (622 | ) | ||||
Total shareholders' equity
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913,813 | 880,648 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
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$ | 2,013,325 | $ | 1,874,850 |
COMPUWARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
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TWELVE MONTHS ENDED
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MARCH 31,
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MARCH 31,
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2010
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2009
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2010
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2009
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REVENUES:
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Software license fees
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$ | 51,825 | $ | 55,428 | $ | 194,504 | $ | 219,634 | ||||||||
Maintenance and subscription fees
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117,899 | 111,622 | 456,343 | 479,480 | ||||||||||||
Professional services fees
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60,274 | 86,305 | 241,332 | 391,341 | ||||||||||||
Total revenues
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229,998 | 253,355 | 892,179 | 1,090,455 | ||||||||||||
OPERATING EXPENSES:
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Cost of software license fees
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3,535 | 6,031 | 15,430 | 24,491 | ||||||||||||
Cost of maintenance and subscription fees
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14,263 | 9,063 | 42,555 | 41,877 | ||||||||||||
Cost of professional services
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52,812 | 78,348 | 216,861 | 368,030 | ||||||||||||
Technology development and support
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25,568 | 18,550 | 91,245 | 86,453 | ||||||||||||
Sales and marketing
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59,574 | 51,686 | 222,447 | 226,408 | ||||||||||||
Administrative and general
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42,975 | 28,881 | 164,633 | 148,019 | ||||||||||||
Restructuring costs
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3,118 | 3,115 | 7,960 | 10,037 | ||||||||||||
Gain on divestiture of product lines
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(52,351 | ) | ||||||||||||||
Total operating expenses
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201,845 | 195,674 | 708,780 | 905,315 | ||||||||||||
INCOME FROM OPERATIONS
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28,153 | 57,681 | 183,399 | 185,140 | ||||||||||||
OTHER INCOME (EXPENSES)
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Interest income
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1,093 | 1,765 | 4,970 | 10,776 | ||||||||||||
Settlement
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20,734 | 17,943 | 20,734 | 17,943 | ||||||||||||
Other
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65 | (685 | ) | 17 | (1,138 | ) | ||||||||||
OTHER INCOME, NET
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21,892 | 19,023 | 25,721 | 27,581 | ||||||||||||
INCOME BEFORE INCOME TAXES
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50,045 | 76,704 | 209,120 | 212,721 | ||||||||||||
INCOME TAX PROVISION
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12,684 | 28,323 | 68,314 | 73,074 | ||||||||||||
NET INCOME
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$ | 37,361 | $ | 48,381 | $ | 140,806 | $ | 139,647 | ||||||||
DILUTED EPS COMPUTATION
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Numerator: Net income
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$ | 37,361 | $ | 48,381 | $ | 140,806 | $ | 139,647 | ||||||||
Denominator:
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Weighted-average common shares outstanding
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226,306 | 245,006 | 232,634 | 250,916 | ||||||||||||
Dilutive effect of stock options
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2,428 | 966 | 1,931 | 1,486 | ||||||||||||
Total shares
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228,734 | 245,972 | 234,565 | 252,402 | ||||||||||||
Diluted EPS
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$ | 0.16 | $ | 0.20 | $ | 0.60 | $ | 0.55 |
COMPUWARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
TWELVE MONTHS ENDED
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MARCH 31,
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2010
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2009
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CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
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Net income
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$ | 140,806 | $ | 139,647 | ||||
Adjustments to reconcile net income to cash provided by operations:
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Gain on divestiture of product lines
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(52,351 | ) | ||||||
Depreciation and amortization
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44,997 | 53,129 | ||||||
Asset impairment
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1,567 | 662 | ||||||
Acquisition tax benefits
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880 | 5,059 | ||||||
Stock award compensation
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17,444 | 15,637 | ||||||
Deferred income taxes
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12,141 | 4,986 | ||||||
Other
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362 | 413 | ||||||
Net change in assets and liabilities, net of effects from acquisition, divestiture and currency fluctuations:
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Accounts receivable
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64,487 | 17,853 | ||||||
Prepaid expenses and other current assets
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(4,470 | ) | 3,555 | |||||
Other assets
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(2,666 | ) | (3,641 | ) | ||||
Accounts payable and accrued expenses
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(1,040 | ) | (29,623 | ) | ||||
Deferred revenue
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17,455 | 4,015 | ||||||
Income taxes
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(13,300 | ) | 20,316 | |||||
Net cash provided by operating activities
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226,312 | 232,008 | ||||||
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
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Purchase of:
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Business, net of cash acquired
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(284,393 | ) | ||||||
Property and equipment
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(9,576 | ) | (17,943 | ) | ||||
Capitalized software
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(9,778 | ) | (15,072 | ) | ||||
Net proceeds from divestiture of product lines
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64,992 | |||||||
Investment proceeds
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70,212 | |||||||
Net cash provided by (used in) investing activities
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(238,755 | ) | 37,197 | |||||
CASH FLOWS USED IN FINANCING ACTIVITIES:
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Proceeds from borrowings on credit facility
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51,000 | |||||||
Payments on credit facility
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(51,000 | ) | ||||||
Net proceeds from exercise of stock options including excess tax benefits
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5,475 | 11,237 | ||||||
Employee contribution to common stock purchase plans
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2,215 | 2,986 | ||||||
Repurchase of common stock
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(132,941 | ) | (206,042 | ) | ||||
Net cash used in financing activities
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(125,251 | ) | (191,819 | ) | ||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
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9,479 | (15,217 | ) | |||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(128,215 | ) | 62,169 | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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278,112 | 215,943 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 149,897 | $ | 278,112 |
OPERATIONAL HIGHLIGHTS
(dollar amounts in thousands)
QUARTER ENDED
MAR 31,
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YR - YR
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QUARTER ENDED
DEC 31,
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QTR - QTR
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2010
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2009
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% Chg
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2009
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% Chg
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Products:
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Software License Fees excluding Divested Products:
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Distributed License Fees:
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Vantage
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$ | 16,988 | $ | 13,937 | 21.9 | % | $ | 20,376 | (16.6 | %) | ||||||||||
Changepoint
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2,695 | 2,528 | 6.6 | % | 2,991 | (9.9 | %) | |||||||||||||
Uniface
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2,713 | 3,287 | (17.5 | %) | 2,291 | 18.4 | % | |||||||||||||
Other
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590 | 537 | 9.9 | % | 408 | 44.6 | % | |||||||||||||
Distributed License Fees excluding Divested Products
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22,986 | 20,289 | 13.3 | % | 26,066 | (11.8 | %) | |||||||||||||
Mainframe License Fees
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28,839 | 30,066 | (4.1 | %) | 25,957 | 11.1 | % | |||||||||||||
Total Software License Fees excluding Divested Products
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51,825 | 50,355 | 2.9 | % | 52,023 | (0.4 | %) | |||||||||||||
Maintenance and Subscription Fees excluding Divested Products:
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Distributed Products
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26,819 | 24,236 | 10.7 | % | 27,993 | (4.2 | %) | |||||||||||||
Mainframe Products
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79,993 | 79,770 | 0.3 | % | 83,825 | (4.6 | %) | |||||||||||||
Subscription - Gomez
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11,087 | - | N/A | 5,765 | 92.3 | % | ||||||||||||||
Total Maintenance and Subscription Fees excluding Divested Products
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117,899 | 104,006 | 13.4 | % | 117,583 | 0.3 | % | |||||||||||||
Total Products Revenue excluding Divested Products:
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Distributed Products
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49,805 | 44,525 | 11.9 | % | 54,059 | (7.9 | %) | |||||||||||||
Mainframe Products
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108,832 | 109,836 | (0.9 | %) | 109,782 | (0.9 | %) | |||||||||||||
Subscription - Gomez
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11,087 | - | N/A | 5,765 | 92.3 | % | ||||||||||||||
Total Products Revenue excluding Divested Products
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169,724 | 154,361 | 10.0 | % | 169,606 | 0.1 | % | |||||||||||||
Divested Products:
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License Fees
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- | 5,073 | (100.0 | %) | - | |||||||||||||||
Maintenance Fees
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- | 7,616 | (100.0 | %) | - | |||||||||||||||
Total Products Revenue Divested Products
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- | 12,689 | (100.0 | %) | - | |||||||||||||||
Total Product Revenue
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$ | 169,724 | $ | 167,050 | 1.6 | % | $ | 169,606 | 0.1 | % | ||||||||||
Total Product Revenue by Geography
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North America
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$ | 91,417 | $ | 87,228 | 4.8 | % | $ | 88,569 | 3.2 | % | ||||||||||
International
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$ | 78,307 | $ | 79,822 | (1.9 | %) | $ | 81,037 | (3.4 | %) | ||||||||||
Total Cost of Product Revenue
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$ | 102,940 | $ | 85,330 | 20.6 | % | $ | 96,571 | 6.6 | % | ||||||||||
Deferred License Fees
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Current
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$ | 50,514 | $ | 59,592 | (15.2 | %) | $ | 53,404 | (5.4 | %) | ||||||||||
Long-term
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$ | 43,350 | $ | 52,513 | (17.4 | %) | $ | 51,959 | (16.6 | %) | ||||||||||
Deferred during quarter
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$ | 7,729 | $ | 27,288 | (71.7 | %) | $ | 25,056 | (69.2 | %) | ||||||||||
Recognized during quarter
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$ | 18,342 | $ | 20,351 | (9.9 | %) | $ | 19,227 | (4.6 | %) | ||||||||||
Professional Services:
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Professional Services Fees
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$ | 49,858 | $ | 77,260 | (35.5 | %) | $ | 49,430 | 0.9 | % | ||||||||||
Application Services Fees
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10,416 | 9,045 | 15.2 | % | 10,828 | (3.8 | %) | |||||||||||||
Total Professional Services Fees
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$ | 60,274 | $ | 86,305 | (30.2 | %) | $ | 60,258 | 0.0 | % | ||||||||||
Professional Services Contribution Margin
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14.7 | % | 9.5 | % | 12.1 | % | ||||||||||||||
Application Services Contribution Margin
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1.2 | % | 6.9 | % | 8.1 | % | ||||||||||||||
Total Professional Services Fees Contribution Margin
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12.4 | % | 9.2 | % | 11.4 | % | ||||||||||||||
Billable Headcount
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1,523 | 2,116 | (28.0 | %) | 1,564 | (2.6 | %) | |||||||||||||
Other:
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Total Company Headcount
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4,336 | 5,006 | (13.4 | %) | 4,410 | (1.7 | %) | |||||||||||||
Total DSO (Billed)
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75.2 | 83.4 | 105.9 | |||||||||||||||||
Total DSO
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178.6 | 167.7 | 199.4 |
PRODUCT COMMITMENTS
(In Thousands)
QUARTER ENDED
|
TWELVE MONTHS ENDED
|
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MARCH 31,
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MARCH 31,
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MARCH 31,
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MARCH 31,
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2010
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2009
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2010
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2009
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License fees
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$ | 51,825 | $ | 55,428 | $ | 194,504 | $ | 219,634 | ||||||||
License fees - divested products *
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(5,073 | ) | (8,724 | ) | (26,198 | ) | ||||||||||
License fees excluding divested products
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51,825 | 50,355 | 185,780 | 193,436 | ||||||||||||
Change in deferred license fees excluding divested products *
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(10,613 | ) | 7,405 | (17,929 | ) | 633 | ||||||||||
License contracts entered into during period excluding divested products
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41,212 | 57,760 | 167,851 | 194,069 | ||||||||||||
Maintenance and subscription fees
|
117,899 | 111,622 | 456,343 | 479,480 | ||||||||||||
Maintenance fees - divested products *
|
(7,616 | ) | (4,839 | ) | (34,044 | ) | ||||||||||
Maintenance and subscription fees excluding divested products
|
117,899 | 104,006 | 451,504 | 445,436 | ||||||||||||
Change in deferred maintenance and subscription fees excluding divested products *
|
28,324 | 30,803 | 19,351 | 5,022 | ||||||||||||
Maintenance and subscription contracts & renewals entered into during period excluding divested products
|
||||||||||||||||
146,223 | 134,809 | 470,855 | 450,458 | |||||||||||||
Total products commitments during period excluding divested products
|
$ | 187,435 | $ | 192,569 | $ | 638,706 | $ | 644,527 |
* Compuware divested its Quality and DevPartner product lines during the first quarter of fiscal 2010. For comparison purposes, the Products Commitments schedule excludes Quality and DevPartner license revenue, maintenance revenue and product commitments from the quarter ended March 31, 2009 period and the twelve months ended March 31, 2010 and 2009 periods.
As Compuware continues to emphasize solution selling, deals are becoming more complex, increasing the likelihood that software transactions will be recognized ratably over the maintenance term. Therefore to understand the health of Compuware's software business, we believe it is important to also consider the amount of product commitments during the reported periods.