Management Report of Unanticipated
Accounting Adjustments
(April 25, 2006)
In an April 25, 2006 announcement publicly disclosing a
downward adjustment of expectations for quarterly results, CA stated that its
management attributed some of the reduced revenue to their own inability to
understand the applications of the accounting model which had been adopted by
the company five years ago during the period of
fraudulent conduct. The press
release presented the following explanation:
CA attributed a significant portion of the lower
total revenue in the fourth quarter to the speed of the accounting
transition of revenue from recent acquisitions. In this change, revenue
previously recognized in a perpetual model moved to CA’s ratable model,
where revenue is recognized monthly over the life of the contract.
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The company offered no further explanations, in the press
release or in any SEC filings, of why management had failed to anticipate the
adjustments, either in their forecasting of revenue or in their pricing of the
acquisitions, business planning, and internal controls.
The full press release is copied below, from the company's
Form 8-K filed on April 25, 2006.
EX-99.1
2
y20036exv99w1.htm
EX-99.1: PRESS RELEASE
Exhibit 99.1
CA REPORTS PRELIMINARY FINANCIAL RESULTS
FOR THE FOURTH QUARTER AND FULL FISCAL YEAR 2006
ISLANDIA, N.Y., April 25, 2006 — CA, Inc. (NYSE: CA) today released
preliminary financial results for the fourth quarter of fiscal year
2006, ending March 31, 2006. The Company plans to report final results
for the quarter after market close on May 30, 2006.
“Our results for the quarter were not in line with our expectations,”
said John Swainson, CA’s president and CEO. “However, CA is a company
undergoing a transformation — of our products, our people, our
processes, our relationships with our customers, our go-to-market
strategy and much more. I am confident that the changes we have made to
transform CA will have a beneficial impact in the coming year and that
we are on track to become the industry’s leading management software
company.”
Based on the preliminary financial data, the Company expects:
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Total revenues for the fourth quarter will be between
$940 million and $950 million, compared to the Company’s previous
guidance of $975 million to $1 billion. Subscription revenue will be
between $710 million to $720 million, in line with the Company’s
previous guidance. |
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Fully diluted non-GAAP operating earnings per share for the
quarter in the range of $0.14 to $0.16 compared to previous guidance
of $0.23 to $0.24; (1) |
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GAAP earnings per share for the quarter in the range of $0.00 to
$0.02 compared to previous guidance of $0.09 to $0.10; |
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Full-year adjusted non-GAAP cash flow from operations growth
will exceed the high-end of the Company’s 12 percent to 15 percent
guidance range; (2) |
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Full-year GAAP cash flow from operations will be between
$1.360 billion to $1.390 billion, compared to previous guidance of
$1.311 billion to $1.351 billion; and, |
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Full-year billings percentage growth at 5 percent, within the
Company’s previous guidance of mid-to-high single digits. Billings
growth for fiscal 2006 was due to the favorable impact of sales of
acquisition-related products and accelerated customer payments.
Excluding these two items, billings would have been flat to slightly
down. By platform, total distributed billings were up about
13 percent, while total mainframe billings declined about 1 percent
for the year. |
CA attributed a significant portion of the lower total revenue in the
fourth quarter to the speed of the accounting transition of revenue from
recent acquisitions. In this change, revenue previously recognized in a
perpetual model moved to CA’s ratable model, where revenue is recognized
monthly over the life of the contract. This revenue has been deferred
and will be recognized in future periods. The Company also said a slow
bookings start to the fourth quarter contributed to lower than expected
revenue. CA anticipates the lower
total revenue will have an unfavorable impact on GAAP and non-GAAP
earnings of approximately $0.05 per share.
The Company also experienced increases in sales expenses — primarily
commissions — and other expenses. CA expects it will partially offset
the impact of these expenses through reductions in variable compensation
programs, including management bonuses. The net unfavorable impact on
earnings per share from higher expenses is expected to be $0.05 to $0.07
on a GAAP and non-GAAP basis. Partly offsetting this will be tax
benefits of approximately $0.03 per share on a GAAP basis and $0.02 per
share on a non-GAAP basis.
Additional Information
This press release should be read in conjunction with additional content
including a slide presentation that is available on the Company’s
website. Individuals can access the information at http://ca.com/invest.
About CA
CA (NYSE:CA), one of the world’s largest information technology
(IT) management software companies, unifies and simplifies the
management of enterprise-wide IT. Founded in 1976, CA is headquartered
in Islandia, N.Y., and serves customers in more than 140 countries. For
more information, please visit http://www.ca.com.
(1) Operating EPS is a non-GAAP financial measure, as noted in the
discussion of non-GAAP results below. A reconciliation of GAAP results
to non-GAAP operating income is included in the tables following this
press release.
(2) Adjusted cash flow from operations is a non-GAAP financial measure,
as noted in the discussion of non-GAAP results below. A reconciliation
of GAAP cash flow from continuing operations to non-GAAP adjusted cash
flow from continuing operations is included in the tables following this
press release.
Non-GAAP Financial Measures
This press release includes financial measures for per share earnings
and cash flows that exclude the impact of certain items and therefore
have not been calculated in accordance with U.S. generally accepted
accounting principles (GAAP). Non-GAAP “operating” earnings per share
excludes the following items: non-cash amortization of acquired
technology and other intangibles, in process research and development
charges, the government investigation and class settlement charges,
restructuring and other charges, and the tax resulting from the planned
repatriation of approximately $500 million of foreign cash and interest
on dilutive convertible bonds (the convertible shares, rather than the
interest, are more dilutive, thus the interest is added back and the
shares increased to calculate non-GAAP operating earnings). Non-GAAP
taxes are provided based on the estimated effective annual non-GAAP tax
rate. Non-GAAP adjusted cash flow excludes the following items:
Restitution Fund payments, restructuring payments, and the impact of
certain non-recurring tax payments or tax benefits. These non-GAAP
financial measures may be different from non-GAAP financial measures
used by other companies. Non-GAAP financial measures should not be
considered as a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP. By excluding these items,
non-GAAP financial measures facilitate management’s internal comparisons
to the Company’s historical operating results and cash flows, to
competitors’ operating results and cash flows, and to estimates made by
securities analysts. Management uses these non-GAAP financial measures
internally to evaluate its performance and they are key variables in
determining management incentive compensation. The Company believes
these non-GAAP financial measures are useful to investors in allowing
for greater transparency of supplemental information used by
management in its financial and operational decision-making. In
addition, the Company has historically reported similar non-GAAP
financial measures to its investors and believes that the inclusion of
comparative numbers provides consistency in its financial reporting.
Investors are encouraged to review the reconciliation of the non-GAAP
financial measures used in this press release to their most directly
comparable GAAP financial measures, which are attached to this press
release.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication (such as statements containing
the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and
similar expressions) constitute “forward-looking statements.” A number
of important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including: the risks and uncertainties associated with the CA deferred
prosecution agreement with the United States Attorney’s Office of the
Eastern District, including that CA could be subject to criminal
prosecution or civil penalties if it violates this agreement; the risks
and uncertainties associated with the agreement that CA entered into
with the Securities and Exchange Commission (“SEC”), including that CA
may be subject to criminal prosecution or substantial civil penalties
and fines if it violates this agreement; civil litigation arising out of
the matters that are the subject of the Department of Justice and the
SEC investigations, including shareholder derivative litigation; changes
to the compensation plan of CA’s sales organization may encourage
behavior not anticipated or intended as it is implemented; CA may
encounter difficulty in successfully integrating acquired companies and
products into its existing businesses; CA is subject to intense
competition in product and service offerings and pricing and increased
competition is expected in the future; certain software that CA uses in
daily operations is licensed from third parties and thus may not be
available to CA in the future, which has the potential to delay product
development and production; if CA’s products do not remain compatible
with ever-changing operating environments, CA could lose customers and
the demand for CA’s products and services could decrease; CA’s credit
ratings have been downgraded and could be downgraded further which would
require CA to pay additional interest under its credit agreement and
could adversely affect CA’s ability to borrow; CA has a significant
amount of debt; the failure to protect CA’s intellectual property rights
would weaken its competitive position; CA may become dependent upon
large transactions; general
economic conditions may lead CA’s customers to delay or forgo technology
upgrades; the market for some or all of CA’s key product areas may not
grow; third parties could claim that CA’s products infringe their
intellectual property rights; fluctuations in foreign currencies could
result in transaction losses; if we do not adequately manage and evolve
our financial reporting and managerial systems and processes, including
the successful implementation of our enterprise resource planning
software, our ability to manage and grow our business may be harmed; and
the other factors described in CA’s Annual Report on Form 10-K/A for the
year ended March 31, 2005, and any amendment thereto, and in its most
recent quarterly reports filed with the SEC. CA assumes no obligation to
update the information in this communication, except as otherwise
required by law. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
###
Copyright ©
2006 CA. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. All
trademarks, trade names, service marks, and logos referenced herein
belong to their respective companies.
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Contacts:
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Dan Kaferle |
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Olivia Bellingham |
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Public Relations |
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Investor Relations |
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(631) 342-2111 |
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(631) 342-4687 |
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daniel.kaferle@ca.com |
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olivia.bellingham@ca.com |
Table 1
CA, INC.
Reconciliation of Projected GAAP Results to Operating Results
(in millions, except per share data)
(unaudited)
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Three Months Ending |
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Fiscal Year Ending |
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March 31, 2006 |
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March 31, 2006 |
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Projected revenue range
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$ |
940 |
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to |
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$ |
950 |
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$ |
3,769 |
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to |
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$ |
3,779 |
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Projected GAAP EPS from cont. ops. range
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$ |
0.00 |
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to |
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$ |
0.02 |
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$ |
0.31 |
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to |
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$ |
0.33 |
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Non GAAP adjustments, net of taxes
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Acquisition amortization
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0.13 |
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0.13 |
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0.48 |
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0.48 |
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Acquisition IPR&D
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0.00 |
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0.00 |
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0.02 |
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0.02 |
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Tax savings on repatriation
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(0.01 |
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(0.01 |
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(0.07 |
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(0.07 |
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Restructuring & other charges
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0.02 |
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0.02 |
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0.09 |
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0.09 |
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Impact from convertible senior notes
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0.00 |
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0.00 |
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0.01 |
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0.01 |
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Projected diluted operating EPS range
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$ |
0.14 |
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to |
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$ |
0.16 |
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$ |
0.84 |
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to |
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$ |
0.86 |
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Refer to the discussion of non-GAAP measures included in the
accompanying press release for additional information.
Table 2
CA, INC.
Reconciliation of Projected GAAP Cash Flow from Operations to Adjusted
Cash Flow from Operations
(in millions)
(unaudited)
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FY2005 |
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FY2006 |
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Projected |
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Cash Flow from Operations
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$ |
1,527 |
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$ |
1,360 |
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to |
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$ |
1,390 |
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Benefit from Tax Law Change
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(300 |
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— |
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— |
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Restitution Fund
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75 |
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150 |
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150 |
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Restructuring
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25 |
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25 |
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25 |
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Adjusted Cash Flow from Operations
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$ |
1,327 |
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$ |
1,535 |
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to |
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$ |
1,565 |
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Refer to the discussion of non-GAAP measures included in the
accompanying press release for additional information.
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