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Compuware reports rise in income as takeover fight brews


By Tom Henderson, Crain's Detroit Business
Posted: January 23, 2013 - 9:00 am ET
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Detroit-based Compuware Corp. announced an uptick in quarterly earnings after the close of markets Tuesday–results that could serve as ammunition for the company's board of directors in what is expected to be a fight with the New York hedge fund that wants to buy the company and take it public.

For the third quarter of fiscal 2013, which ended Dec. 31, the computer services company announced revenue of $257.9 million, up from $253.1 million in the same quarter last year. Net income was $25.3 million, or 12 cents a share, compared with $21.6 million or 10 cents a share last year.

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Compuware's Covisint business unit offers health information exchange services to providers and state and regional health information exchange organizations.

Elliott Management Corp., which owns 8.1% of the company's common stock, announced on Dec. 17 that it wanted to buy Compuware for $2.3 billion., or $11 a share, and take it private. It said in a letter to the Compuware board and to reporters that Compuware has been a consistent underperformer.

For the second quarter of fiscal 2013, which ended Sept. 30, Compuware reported revenue of $220.6 million, down from $260.7 million for the same period a year earlier; net income was $10.6 million or 5 cents a share, down from $22.7 million or 10 cents a share.

For the first quarter that ended June 30, the company had revenue of $226.2 million, down from $230 million for the same quarter the year before. Net income was $10.5 million or 5 cents a share, down from $17 million or 8 cents a share.

Both quarters were below analyst expectations and below Compuware's previous guidance.

The numbers for the first nine months, in aggregate, were not as positive as for the most recent quarter.

Revenue was down from $743.7 million to $704.6 million, and net income was down from $61.3 million or 28 cents a share to $46.4 million or 21 cents a share.

Compuware's board of directors is expected to vote on Elliott's offer Thursday.

At the time Elliott made its offer, Compuware stock was trading at $9.59 a share. Given that Elliott's offer is below what the company's stock closed at Tuesday, $11.08, and that Compuware CEO Bob Paul told employees after the offer was made that it was too low, the board is expected to vote it down.

An announcement to that effect could come as early as Friday.

Paul said in December he agreed Compuware's share price undervalued the sum of the company's parts, but that management was on track to unlocking that value.

Tuesday, in a news release accompanying the earnings report, Paul said: "Our results reflect the progress we are making in our business transformation … We have stabilized the mainframe business and continue to generate significant revenue and cash flow to fund investments and innovation in our growth businesses.

"Today, more than 40% of our revenues come from these higher-growth businesses, which is a dramatic improvement over prior years."

In a conference call with analysts at 5 p.m. Tuesday, Paul said: "We delivered strong results for the third quarter … We are gaining momentum in the transformation of our company, which began several years ago. Given the challenge we faced in the last quarter, we moved with urgency."

Compuware's Application Performance Management unit, which provides cloud-based services, grew revenue by 18%, to $85.1 million. The Covisint unit, which offers secure Web-based transaction services for healthcare providers, auto makers and auto suppliers, grew revenue by 23%, to $23.9 million.


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