Monday's surprise
announcement that CA (CA:NYSE) is losing yet another top executive
is worrying investors who appear to be growing tired of waiting for the
software giant's stock to recover and lending ammunition to the company's
persistent critics.
"CA needs to convince shareholders that it really has made a fresh
start," says Con Hitchock, outside counsel and spokesman for Amalgamated
Bank LongView Funds, a holder of CA shares. "The revolving door isn't doing
the trick."
The departure of CFO Robert Davis comes a week after the CA's chief
technology officer, Mark Barrenechea, left to joint a venture-capital
company. Jeff Clarke, who was chief operating officer, left for a position
at Cendant (CD:NYSE) on April 18.
Later that month, the company reported fourth-quarter earnings and
revenue that badly missed Wall Street forecasts due to weak products sales,
ballooning sales commissions and an apparent miscalculation by Davis that
likely cost him his job.
And all of that follows a guilty plea by former CEO Sanjay Kumar to
charges of fraud and obstruction related to a $2.2 billion accounting
scandal.
The turmoil hasn't helped the company's stock a bit. In recent trading,
shares were off 95 cents, or nearly 4%, to $23.48. But more important than
any short-term fluctuations is the stock's dismal long-term performance,
says Hitchcock. Over the last 10 years, the stock has lost about 25% of it
value, while the S&P 500 has appreciated by 97%.
Davis, who will step down under a "mutual agreement," will be replaced by
corporate controller Robert Cirabisi, who joined the Islandia, N.Y., company
in 2000. And that bothers Gary Lutin, an investment banker who has been
running an online forum for CA shareholders. "The person who has been given
CFO status was there during the period of admitted fraud. That can't inspire
much confidence among investors and raises real serious questions about what
the board of directors is thinking."
Hitchcock of LongView has been critical of the company's recovery efforts
for some time and would like to see the board's longest-tenured members
replaced because, he claims, they did not exercise sufficient oversight. The
rest of the board has already been replaced, along with the management cadre
that worked closely with Kumar and founder Charles Wong.
CA is resisting the effort by LongView to remove the directors. A
decision by the Securities and Exchange Commission on whether the
matter can come to a shareholder vote is not expected until July.
In repeated interviews and public appearances, CA executives have
stressed that since the scandal, the company has put in place strong
internal accounting controls. But critics say the announcement that CA would
miss its fourth-quarter targets calls their efficacy into question.
Here's why. The company made a number of acquisitions in calendar 2005,
including software vendors Niku and Concord. Before being acquired, the
companies had a fairly standard revenue model in which they sold software
licenses and recognized the revenue up front. CA, though, has a complex
subscription model in which revenue is recognized ratably, i.e., a bit at a
time over the life of a contract.
As the companies were blended into CA, salespeople and customers
negotiated to find the most advantageous terms. In the end, more contracts
than CA expected were signed on what the industry calls "CA paper" -- the
larger company's business model. And that meant revenue that would have been
recognized in the fourth quarter won't be recognized until some future date
-- thus, the miss.
It's worth noting, however, that the revenue isn't lost. It's merely
postponed.
But that raises the question of why the company didn't know that much
sooner. And it appears that the blame for the miscalculation is falling on
Davis.
As if those problems weren't enough, analysts also worry that the company
isn't moving fast enough to diversify itself beyond its core strength in
mainframe software.
Credit Suisse analyst Jason Maynard reiterated an underperform rating
Monday, saying, "Our primary thesis is that the mainframe is continuing to
struggle, which will likely continue to affect CA's business. We view the
recent management turnover as yet another issue for the company to resolve,
which will only serve to prolong the turnaround." Credit Suisse has an
investment-banking relationship with CA.
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