Geac Computer Corporation Limited
Consolidated Balance Sheets
As at July 31, 2005 and April 30, 2005
(Unaudited)
(amounts in thousands of U.S. dollars)
July 31, 2005 April 30, 2005
--------------- ---------------
Assets
Current assets:
Cash and cash equivalents $ 192,124 $ 188,242
Restricted cash 122 4,808
Accounts receivable and other receivables 39,146 48,631
Unbilled receivables 7,165 8,222
Future income taxes 7,867 8,292
Prepaid expenses and other assets 6,137 8,230
--------------- ---------------
Total current assets 252,561 266,425
Restricted cash 2,977 3,039
Future income taxes 30,067 34,558
Property, plant and equipment 20,993 22,005
Intangible assets 21,281 23,841
Goodwill (note 3) 108,945 110,142
Other assets 5,507 6,156
--------------- ---------------
Total assets $ 442,331 $ 466,166
--------------- ---------------
--------------- ---------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 54,787 $ 73,373
Income taxes payable 23,008 22,997
Current portion of long-term debt 406 424
Deferred revenue 103,781 112,605
--------------- ---------------
Total current liabilities 181,982 209,399
Deferred revenue 1,350 2,058
Employee future benefits 22,539 26,334
Asset retirement obligations (note 5) 1,271 1,678
Accrued restructuring (note 6) 1,158 1,769
Long-term debt 4,279 4,630
--------------- ---------------
Total liabilities 212,579 245,868
Shareholders' Equity
Common shares; no par value; unlimited shares
authorized; issued and outstanding as at
July 31, 2005 - 86,849,621
(April 30, 2005 - 86,377,012) 134,941 131,445
Common shares purchased as at
July 31, 2005 - 1,390,112
(April 30, 2005 - 816,598) (note 8) (11,775) (6,979)
Common stock options 12 12
Contributed surplus 9,284 6,353
Retained earnings 122,831 111,541
Cumulative foreign exchange translation
adjustment (25,541) (22,074)
--------------- ---------------
Total shareholders' equity 229,752 220,298
--------------- ---------------
Total liabilities and shareholders'
equity $ 442,331 $ 466,166
--------------- ---------------
--------------- ---------------
Commitments and contingencies (note 9)
See accompanying notes
Geac Computer Corporation Limited
Consolidated Statements of Earnings
For the three months ended July 31, 2005 and July 31, 2004
(Unaudited)
(amounts in thousands of U.S. dollars, except share and per share data)
Three months ended July 31,
-----------------------------
2005 2004
------------ ------------
Revenue:
Software $ 13,009 $ 15,495
Support and services 86,931 89,470
Hardware 3,782 1,903
------------ ------------
Total revenue 103,722 106,868
Cost of revenue:
Costs of software 1,979 1,680
Costs of support and services 34,383 34,255
Costs of hardware 3,476 1,536
------------ ------------
Total cost of revenue 39,838 37,471
------------ ------------
Gross profit 63,884 69,397
Operating expenses:
Sales and marketing 19,641 18,534
Research and development 14,879 14,393
General and administrative 11,101 14,305
Net restructuring and other unusual items
(note 6) (33) (653)
Amortization of intangible assets 2,294 2,246
------------ ------------
Total operating expenses 47,882 48,825
Earnings from operations 16,002 20,572
Interest income 1,548 501
Interest expense (375) (388)
Other income (expense), net 605 (502)
------------ ------------
Earnings before income taxes 17,780 20,183
Income taxes 6,490 6,671
------------ ------------
Net earnings for the period $ 11,290 $ 13,512
------------ ------------
------------ ------------
Basic net earnings per common share $ 0.13 $ 0.16
------------ ------------
------------ ------------
Diluted net earnings per common share $ 0.13 $ 0.15
------------ ------------
------------ ------------
Weighted average number of common shares
used in computing basic net earnings
per share ('000s) 85,110 85,189
------------ ------------
------------ ------------
Weighted average number of common shares
used in computing diluted net earnings
per share ('000s) 89,132 87,554
------------ ------------
------------ ------------
See accompanying notes
Geac Computer Corporate Limited
Consolidated Statement of Shareholders' Equity
For the three months ended July 31, 2005 and year ended April 30, 2005
(Unaudited)
(in thousands of U.S. dollars, except share date)
Share capital
-----------------------------------------------------
Common
Common Shares Common
Shares Purchased Stock
('000s) Amount ('000s) Amount Options
--------- --------- --------- --------- ---------
Balance - April 30,
2004 85,175 $124,019 - $ - $ 44
Issuance of common
stock for cash 284 1,459 - - -
Exercise of stock
options granted in
connection with
acquisition of
Extensity - 9 - - (9)
Stock based
compensation
(note 8) - - - - -
Employee stock
purchase plan
(note 8) - 260 - - -
Net earnings - - - - -
Foreign exchange
translation
adjustment - - - - -
--------- --------- --------- --------- ---------
Balance - July 31,
2004 85,459 125,747 - - 35
Issuance of common
stock for cash 918 4,308 - - -
Exercise of stock
options granted in
connection with
acquisition of
Extensity - 23 - - (23)
Stock based
compensation
(note 8) - - - - -
Exercise of stock
options - 1,143 - - -
Employee stock
purchase plan
(note 8) - 224 - - -
Restricted share
unit plan
(note 8)
Compensation
expense - - - - -
Purchase of common
shares for cash - - 817 (6,979) -
Net earnings - - - - -
Foreign exchange
translation
adjustment - - - - -
--------- --------- --------- --------- ---------
Balance - April 30,
2005 86,377 131,445 817 (6,979) 12
Issuance of common
stock for cash 473 2,860 - - -
Stock based
compensation
(note 8) - - - - -
Exercise of stock
options - 393 - - -
Employee stock
purchase plan
(note 8) - 243 - - -
Tax impact of
exercise of
stock options - - - - -
Restricted share
unit plan (note 8)
Compensation
expense - - - - -
Purchase of common
shares for cash - - 573 (4,796) -
Net earnings - - - - -
Foreign exchange
translation
adjustment - - - - -
--------- --------- --------- --------- ---------
Balance - July 31,
2005 86,850 $134,941 1,390 $(11,775) $ 12
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Cumulative
Foreign
Exchange Total
Contributed Retained Translation Shareholders'
Surplus Earnings Adjustment Equity
--------- --------- --------- ---------
Balance - April 30,
2004 $ 2,368 $ 34,517 $(24,877) $136,071
Issuance of common
stock for cash - - - 1,459
Exercise of stock
options granted in
connection with
acquisition of
Extensity - - - -
Stock based
compensation
(note 8) 910 - - 910
Employee stock
purchase plan
(note 8) (260) - - -
Net earnings - 13,512 - 13,512
Foreign exchange
translation
adjustment - - 525 525
--------- --------- --------- ---------
Balance - July 31,
2004 3,018 48,029 (24,352) 152,477
Issuance of common
stock for cash - - - 4,308
Exercise of stock
options granted in
connection with
acquisition of
Extensity - - - -
Stock based
compensation
(note 8) 3,208 - - 3,208
Exercise of stock
options (1,143) - - -
Employee stock
purchase plan
(note 8) (224) - - -
Restricted share
unit plan
(note 8)
Compensation
expense 1,494 - - 1,494
Purchase of common
shares for cash - - - (6,979)
Net earnings - 63,512 - 63,512
Foreign exchange
translation
adjustment - - 2,278 2,278
--------- --------- --------- ---------
Balance - April 30,
2005 6,353 111,541 (22,074) 220,298
Issuance of common
stock for cash - - - 2,860
Stock based
compensation
(note 8) 1,025 - - 1,025
Exercise of stock
options (393) - - -
Employee stock
purchase plan
(note 8) (243) - - -
Tax impact of
exercise of
stock options 783 - - 783
Restricted share
unit plan (note 8)
Compensation
expense 1,759 - - 1,759
Purchase of common
shares for cash - - - (4,796)
Net earnings - 11,290 - 11,290
Foreign exchange
translation
adjustment - - (3,467) (3,467)
--------- --------- --------- ---------
Balance - July 31,
2005 $ 9,284 $122,831 $(25,541) $229,752
--------- --------- --------- ---------
--------- --------- --------- ---------
See accompanying notes
Geac Computer Corporation Limited
Consolidated Statement of Cash Flows
For the three months ended July 31, 2005 and July 31, 2004
(Unaudited)
(in thousands of U.S. dollars)
Three months ended July 31,
-----------------------------
2005 2004
------------ ------------
(Revised -
see note 2)
Cash flows from operating activities
Net earnings for the period $ 11,290 $ 13,512
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,264 1,721
Amortization of intangible assets 2,294 2,246
Amortization of deferred financing costs 236 236
Stock-based compensation 2,910 1,102
Employee future benefits 845 695
Future income tax expense 4,120 4,814
Accrued liabilities and other provisions (33) (661)
Other (71) 2
Changes in operating assets and liabilities:
Accounts receivable and other receivables 7,584 8,503
Prepaid expenses and other assets 1,768 50
Other assets 251 -
Accounts payable and accrued liabilities (16,430) (11,895)
Accrued restructuring (611) (3,089)
Employee future benefits (2,612) (305)
Asset retirement obligations (265) 29
Income taxes payable 1,135 709
Deferred revenue (5,845) (15,493)
Other 59 22
------------ ------------
Net cash provided by operating activities 7,887 2,198
------------ ------------
Cash flows from investing activities
Purchases of investments - (4,525)
Sales of investments - 31,025
Additions to property, plant and equipment (1,088) (693)
Disposals of property, plant and equipment 44 148
Change in restricted cash 4,588 (474)
------------ ------------
Net cash provided by investing activities 3,544 25,481
------------ ------------
Cash flows from financing activities
Issue of common shares 2,860 1,459
Purchase of common shares (4,796) -
Repayment of long-term debt (106) (110)
------------ ------------
Net cash (used in)/provided by financing
activities (2,042) 1,349
------------ ------------
Effect of exchange rate changes on cash and
cash equivalents (5,507) 984
------------ ------------
Cash and cash equivalents
Net increase in cash and cash equivalents 3,882 30,012
Cash and cash equivalents -
Beginning of period 188,242 86,050
------------ ------------
Cash and cash equivalents - End of period $ 192,124 $ 116,062
------------ ------------
------------ ------------
See accompanying notes
Geac Computer Corporation Limited
Notes to the Consolidated Financial Statements
(Unaudited)
(amounts in thousands of U.S. dollars, except share and per share data
unless otherwise noted)
1. Basis of presentation
The accompanying unaudited consolidated financial statements have been
prepared in United States ("U.S.") dollars and in accordance with
Canadian generally accepted accounting principles ("GAAP") for interim
financial statements. Accordingly, these unaudited consolidated financial
statements do not include certain disclosures normally included in annual
financial statements prepared in accordance with such principles. These
unaudited consolidated financial statements were prepared using the same
accounting policies as outlined in note 2 to the annual financial
statements for the year ended April 30, 2005, and should be read in
conjunction with the audited consolidated financial statements and notes
included in the Company's Annual Report for the year ended April 30,
2005.
The preparation of these unaudited consolidated financial statements
requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and the
accompanying notes. In the opinion of management, these unaudited
consolidated financial statements reflect all adjustments (which include
only normal, recurring adjustments) necessary to state fairly the results
for the periods presented. Actual results could differ from these
estimates and the operating results for the interim periods presented are
not necessarily indicative of the results expected for the full year.
2. Reclassification of investments
The Company has adjusted its consolidated statements of cash flows for
the three months ended July 31, 2004. In February 2005, the Company
determined that its previously issued consolidated balance sheet as at
April 30, 2004 required an adjustment to reclassify $26,500 of auction
rate securities from cash and cash equivalents to short-term investments.
The auction rate securities were classified as cash and cash equivalents
as a result of the Company's intent to liquidate them within a 60-day
period, however, the original maturities of the securities exceeded
90 days. The adjustments to the Company's consolidated balance sheet as
at April 30, 2004 resulted in a decrease of cash and cash equivalents of
$26,500 and an increase in short-term investments of $26,500. In
addition, adjustments to the Company's consolidated statement of cash
flows resulted in an increase of $26,500 in cash from investing
activities for the three months ended July 31, 2004 as a result of net
sales of the auction rate securities. These reclassifications had no
impact on the Company's results of operations.
As of August 1, 2004 the Company no longer held any auction rate
securities and ceased investing in these securities given that interest
rates increased on traditional investment vehicles.
3. Goodwill
The change in the carrying amount of goodwill is as follows:
Goodwill balance, April 30, 2005 $ 110,142
Foreign exchange impact (1,197)
-----------
Goodwill balance, July 31, 2005 $ 108,945
-----------
-----------
4. Employee future benefits
The Company recorded employee future benefit expenses as follows for the
three months ended July 31:
----------- -----------
2005 2004
----------- -----------
Defined contribution pension plans $ 1,148 $ 1,183
Defined benefit pension plans 238 225
----------- -----------
$ 1,386 $ 1,408
----------- -----------
----------- -----------
5. Asset retirement obligations
The Company has obligations with respect to the retirement of leasehold
improvements at maturity of facility leases and the restoration of
facilities back to their original condition at the end of the lease term.
The following table details the changes in the Company's leasehold
retirement liability for the three months ended July 31, 2005:
Asset retirement obligations balance, April 30, 2005 $ 1,678
Additions to the obligations 23
Accretion charges 24
Payments (265)
Amounts released due to settlements (88)
Foreign exchange impact (101)
------------
Asset retirement obligations balance, July 31, 2005 $ 1,271
------------
------------
6. Net restructuring and other unusual items
The recovery in net restructuring and other unusual items was comprised
of the following for the three months ended July 31:
2005 2004
---- ----
Unusual items $ 33 $ -
Restructuring reversals - 653
---------- ----------
Net restructuring and other unusual items $ 33 $ 653
---------- ----------
---------- ----------
Unusual items
For the three months ended July 31, 2005, the Company recorded a credit
to unusual items of $33 relating primarily to the reversal of a
litigation reserve that is no longer required.
Restructuring expense
For the three months ended July 31, 2005, the net restructuring credit
balance of $653 was comprised of a release related to previously accrued
lease termination costs that were no longer required.
Restructuring accrual
Activity related to the Company's restructuring plans, business
rationalization, and integration actions, was as follows:
Premises Workforce
restructuring reductions Total
--------------- ------------ -------
April 30, 2005 provision
balance $ 4,265 $ 538 $ 4,803
First quarter 2006 provision
additions - 248 248
First quarter 2006 costs
charged against provisions (648) (362) (1,010)
First quarter 2006 provision
release - (13) (13)
First quarter 2006 foreign
exchange impact (38) (8) (46)
---------- ---------- ----------
July 31, 2005 provision balance $ 3,579 $ 403 3,982
---------- ----------
---------- ----------
Less: Current portion (2,824)
----------
Long-term portion of restructuring
accrual $ 1,158
----------
----------
During the quarter ended July 31, 2005, the Company accrued $248 in
severance related to the rationalization of the Company's North American
and European business locations. Additionally, a severance accrual of $13
was released through operations to adjust the accrual to match the
current estimates of the amounts required.
The remaining balance for accrued premises restructuring was $3,579 as at
July 31, 2005. Of this balance, the Company has a restructuring liability
of approximately $229 related to the acquisition of Comshare. This
remaining balance relates to lease termination costs and will be utilized
through the first quarter of fiscal 2008. Additionally, a balance of
$1,561 remains related to the acquisition of Extensity and is expected to
be utilized through the second quarter of fiscal 2007. The remaining
balance relates to the rationalization of the Company's North American
and European business locations. The Company anticipates that the
remainder of the balance will be utilized through fiscal 2025.
As at July 31, 2005, a balance of approximately $403 is remaining for
severance, of which the remainder will substantially be paid by the end
of fiscal 2006 and will include severance relating to employees from the
support and services, development and sales and marketing areas.
7. Credit facility
On September 9, 2003 the Company and certain of its subsidiaries entered
into a Loan, Guaranty and Security Agreement (the "Loan Agreement") with
Wells Fargo Foothill, Inc., pursuant to which the Company and certain of
its subsidiaries obtained a three-year revolving credit facility (the
"Facility") with a $50,000 revolving line of credit, including a $5,000
letter of credit sub-facility. The interest rate payable on advances
under the Facility is, at the Company's option, the prime rate plus 0.50%
or LIBOR plus 3.00%. The Facility is collateralized by substantially all
of the assets of the Company and certain of its Canadian subsidiaries and
guaranteed by certain of its Canadian, United Kingdom and Hungarian
subsidiaries. The Facility is available for the working capital needs and
other general corporate purposes of the Company and its subsidiaries that
are parties to the Loan Agreement. As of July 31, 2005, $2,635 of the
letter of credit sub-facility has been utilized, and the remaining
$47,365 revolving line of credit is available and has not been drawn on.
The financing costs of $2,828 incurred to close the transaction were
recorded as other assets in the second quarter of fiscal 2004 and are
being amortized to interest expense on a straight-line basis over the
term of the Facility. Amortization related to these financing costs were
$236 in the quarter ended July 31, 2005 (July 31, 2004 - $236). As of
July 31, 2005, the remaining unamortized financing costs were $1,042.
On August 11, 2005, the Company terminated its Loan Agreement with Wells
Fargo Foothill, Inc. and replaced the Facility with a new credit
agreement. (See subsequent events footnote.) As a result, the remaining
unamortized financing costs will be expensed in the second quarter of
fiscal 2006.
8. Stock-based compensation
The Company uses the fair value method of accounting to account for all
stock-based compensation payments to employees granted subsequent to
May 1, 2003. Prior to May 1, 2003, the Company accounted for its employee
stock options and shares issued under the Employee Stock Purchase Plan
("ESPP") using the settlement method and no compensation expense was
recognized.
For awards granted during the year ended April 30, 2003, pro forma net
earnings and earnings per share information is provided as if the Company
had accounted for employee stock options under the fair value method. The
pro forma effect of awards granted and shares issued prior to May 1, 2002
has not been included in the pro forma net earnings and earnings per
share information.
The pro forma disclosure relating to options granted during fiscal 2003
is as follows:
Three months ended July 31,
----------------------------
2005 2004
------------ ------------
Net earnings - as reported $ 11,290 $ 13,512
Pro forma stock-based compensation
expense, net of tax (71) (183)
------------ ------------
Net earnings - pro forma $ 11,219 $ 13,329
------------ ------------
------------ ------------
Basic net earnings per share -
as reported $ 0.13 $ 0.16
Pro forma stock-based compensation
expense per share - -
------------ ------------
Basic net earnings per share -
pro forma $ 0.13 $ 0.16
------------ ------------
------------ ------------
Diluted net earnings per share -
as reported $ 0.13 $ 0.15
Pro forma stock-based compensation
expense per share - -
------------ ------------
Diluted net earnings per share -
pro forma $ 0.13 $ 0.15
------------ ------------
------------ ------------
The assumptions used to calculate pro forma stock-based compensation were
as follows:
Assumptions - Stock Options
Weighted average risk-free interest rate 4.54%
Weighted average expected life (in years) 6.6
Weighted average volatility in the market
price of common shares 75.81%
Weighted average dividend yield 0.00%
Weighted average grant date fair values of
options issued $ 2.09
For the quarters ended July 31, 2005 and 2004, the Company expensed $922
and $650 respectively, relating to the fair value of stock options
granted in fiscal 2004 and 2005 and $103 (July 31, 2004 - $260) relating
to the fair value of shares issued under the ESPP. Contributed surplus
was credited $1,025 for these awards for the quarter ended July 31, 2005
(July 31, 2004 - $910) and the balance will be reduced as the stock
options are forfeited or exercised. Contributed surplus was reduced by
$243 and $260 for the quarters ended July 31, 2005 and 2004, respectively
relating to shares issued under the ESPP.
The estimated fair values of the stock options and shares issued under
the ESPP are amortized to earnings over the vesting period, on a
straight-line basis and were determined using the Black-Scholes option
pricing model with the following weighted average assumptions:
Three months
ended July 31,
--------------
Assumptions - Stock Options 2004
--------------------------- --------------
Weighted average risk-free interest rate 4.45%
Weighted average expected life (in years) 7.0
Weighted average volatility in the market price of
common shares 68.75%
Weighted average dividend yield 0.00%
Weighted average grant date fair values of options issued $4.68
No options were granted during the three months ended July 31, 2005.
Three months
ended July 31,
-----------------------
Assumptions - ESPP 2005 2004
------------------ ----------- -----------
Weighted average risk-free annual interest rate 2.83% 2.21%
Weighted average expected life (in months) 6 6
Weighted average volatility in the market price
of common shares 20.74% 37.44%
Weighted average dividend yield 0.00% 0.00%
Weighted average grant date fair values of awards
or shares issued $ 2.57 $ 2.69
Directors' deferred share unit plan
The Company also maintains a Directors' deferred share unit plan ("DSU").
Under the plan, the Human Resources and Compensation Committee of the
Board, or its designee, may grant deferred share units to members of the
Company's Board of Directors relating to compensation for the services
rendered to the Company as a member of the Board. As determined by the
Company, units issued under the plan may be payable in cash or common
stock. For the quarter ended July 31, 2005, the Company expensed $126
(July 31, 2004 -$192) through general and administrative expense relating
to the revaluation of the DSUs. Accrued liabilities were also credited
$126 for these awards, and are adjusted each quarter based on the market
value of the units which have vested under the plan.
Restricted share unit plan
In September 2004, the Board of Directors authorized a restricted share
unit (RSU) plan. Under the RSU plan, the Human Resources and Compensation
Committee of the Board, or its designee, may grant restricted share units
to employees of the Company as a bonus or similar payment in respect of
services rendered to the Company. Units issued under the RSU are
currently subject to vesting conditions as follows; 20% vest one year
subsequent to the grant date, 30% vest two years subsequent to the grant
date, and 50% vest three years subsequent to the grant date. Each vested
restricted share unit gives the employee the right to receive one share
of the Company's common stock. No additional RSUs were granted during the
quarter ended July 31, 2005. As at July 31, 2005, 1,332,250 units were
outstanding under the RSU plan.
The common shares for which restricted share units may be exchanged may
be purchased on the open market by a trustee appointed and funded by the
Company. As no common shares will be issued by the Company pursuant to
the plan, the plan is non-dilutive to existing shareholders. As at
April 30, 2005, the Trust had purchased 816,598 common shares on the open
market. During the quarter ended July 31, 2005, the Trust purchased an
additional 573,514 common shares on the open market for $4,796.
Compensation expense related to the Company's restricted share unit plan
was $1,759 for the quarter ended July 31, 2005. As of May 5, 2005, all of
the remaining common shares required for issuance under the RSU plan were
funded through open market purchases of the Company's shares and are held
in trust for the benefit of the RSU plan participants.
9. Commitments and contingencies
Customer indemnifications
The Company has entered into license agreements with customers that
include limited intellectual property indemnification clauses. The
Company generally agrees to indemnify its customers against legal claims
that its software products infringe certain third-party intellectual
property rights. In the event of such a claim, the Company is generally
obligated to defend its customer against the claim and either to settle
the claim at the Company's expense or pay damages that the customer is
legally required to pay to the third-party claimant. The Company has not
made any significant indemnification payments and has not accrued any
amounts in relation to these indemnification clauses.
Litigation
During the quarter ended July 31, 2005, the Company recovered $4,000 of
litigation expenses that had been incurred in connection with JBA matters
in prior years from a previous Errors & Omissions insurance provider. The
amount was recorded in general and administrative expense in the
consolidated statement of earnings for the quarter.
Activity related to the Company's legal accruals was as follows for the
quarter ended July 31, 2005:
April 30, 2005 provision balance $ 96
First quarter 2006 foreign exchange impact (8)
-----------
July 31, 2005 provision balance $ 88
-----------
-----------
Extensity, a company acquired by Geac in March 2003, is subject to a
class action suit, which alleges that Extensity, certain of its former
officers and directors, and the underwriters of its initial public
offering in January 2000 violated U.S. securities laws by not adequately
disclosing the compensation paid to such underwriters. The class action
suit has been consolidated with a number of similar class action suits
brought against other issuers and underwriters involved in initial public
offerings. The plaintiffs seek an unspecified amount of damages. The
plaintiffs and issuer parties have entered into a settlement agreement to
settle all claims, which will be funded by the issuers' insurers. On
February 15, 2005, the Court issued an opinion granting preliminary
approval of the settlement.
In addition, from time to time, Geac is subject to other legal
proceedings, assessments and claims in the ordinary course of business.
At this time, in the opinion of management, none of these matters is
reasonably expected to result in a material adverse effect on Geac's
financial position.
10. Segmented information
The Company reports segmented information according to CICA 1701,
"Segment Disclosures." This standard requires segmentation based on the
way management organizes segments for monitoring performance.
The Company operates the following business segments, which have been
segregated based on product offerings, reflecting the way that management
organizes the segments within the business for making operating decisions
and assessing performance.
Enterprise Applications Systems (EAS) offer software solutions, which
include cross-industry enterprise business applications for financial
administration and human resource functions, and enterprise resource
planning applications for manufacturing, distribution, and supply chain
management.
Industry-Specific Applications (ISA) products include applications for
the real estate, construction, banking, hospitality and publishing
marketplaces, as well as a range of applications for libraries and public
safety administration.
There are no significant inter-segment revenues. Segment assets consist
of working capital items, excluding cash and cash equivalents. Cash and
cash equivalents are considered to be corporate assets.
Three months ended July 31, 2005
------------------------------------
EAS ISA Total
---------- ---------- ----------
Revenue:
Software $ 11,117 $ 1,892 $ 13,009
Support and services 67,547 19,384 86,931
Hardware 3,341 441 3,782
---------- ---------- ----------
Total revenue $ 82,005 $ 21,717 $ 103,722
---------- ---------- ----------
---------- ---------- ----------
Segment contribution $ 15,617 $ 1,103 $ 16,720
Three months ended July 31, 2004
------------------------------------
EAS ISA Total
---------- ---------- ----------
Revenue:
Software $ 13,308 $ 2,187 $ 15,495
Support and services 69,696 19,774 89,470
Hardware 1,436 467 1,903
---------- ---------- ----------
Total revenue $ 84,440 $ 22,428 $ 106,868
---------- ---------- ----------
---------- ---------- ----------
Segment contribution $ 22,923 $ 3,201 $ 26,124
For the quarter ended July 31, 2004, approximately $1,987 of general and
administrative expenses have been reclassified from corporate expenses to
segment expenses to provide a more accurate portrayal of segment
contribution.
Reconciliation of segment contribution to earnings from operations before
income taxes:
Three months
ended July 31,
-----------------------
2005 2004
---------- ----------
Segment contribution $ 16,720 $ 26,124
Corporate expenses 1,543 (3,959)
Amortization of intangible assets (2,294) (2,246)
Interest income, net 1,173 113
Other income (expense), net 605 (502)
Net restructuring and other unusual items 33 653
---------- ----------
Earnings from operations before income taxes $ 17,780 $ 20,183
---------- ----------
---------- ----------
Geographical information:
Three months
ended July 31,
-----------------------
2005 2004
---------- ----------
Revenues by geographic location:
Americas $ 53,336 $ 54,894
Europe 42,694 43,629
Asia 7,692 8,345
---------- ----------
Total revenues $ 103,722 $ 106,868
---------- ----------
---------- ----------
11. United States generally accepted accounting principles
The consolidated financial statements of the Company have been prepared
in accordance with Canadian GAAP; however the Company's accounting
policies, as reflected in these consolidated financial statements, do not
materially differ from U.S. GAAP except as follows:
Three months
ended July 31,
-----------------------
2005 2004
---------- ----------
Net earnings under Canadian GAAP $ 11,290 $ 13,512
Adjustments:
Stock-based compensation (a) - (12)
Write-off of intellectual property capitalized
in connection with the Comshare acquisition (b) 75 75
Income taxes (c) (30) (30)
Other 15 -
---------- ----------
Net earnings under U.S. GAAP 11,350 13,545
Other comprehensive income (loss):
Foreign currency translation adjustment (3,343) 477
---------- ----------
Comprehensive income under U.S. GAAP $ 8,007 $ 14,022
---------- ----------
---------- ----------
Net earnings per share under U.S. GAAP:
Basic net earnings per common share $ 0.13 $ 0.16
---------- ----------
---------- ----------
Diluted net earnings per common share $ 0.13 $ 0.15
---------- ----------
---------- ----------
Weighted average number of common shares used in
computing basic net earnings per share ('000s) 85,110 85,189
---------- ----------
---------- ----------
Weighted average number of common shares used in
computing diluted net earnings per share ('000s) 89,132 87,554
---------- ----------
---------- ----------
a) Stock-based compensation
Accounting for stock options
In fiscal 2004, the Company prospectively adopted the new Canadian
GAAP recommendations, which require that a fair value method of
accounting be applied to all stock-based compensation awards to both
employees and non-employees granted on or after May 1, 2003. The
Canadian GAAP recommendations are substantially harmonized with the
existing U.S. GAAP rules, which have also been adopted by the Company
prospectively for all awards granted on or after May 1, 2003.
Therefore, there is no GAAP difference for stock-based compensation
and awards granted in fiscal 2004 and thereafter.
In fiscal 2003 and prior periods, the Company did not expense any
compensation cost under Canadian GAAP. For U.S. GAAP, the Company
elected to measure compensation cost based on the difference, if any,
on the date of the grant, between the market value of the shares and
the exercise price (referred to as the "intrinsic value method") over
the vesting period.
Pro forma disclosures
For awards granted prior to May 1, 2003, U.S. GAAP requires the
disclosure of pro forma net earnings and earnings per share
information for all outstanding awards as if the Company had
accounted for employee stock options under the fair value method.
The following table presents net earnings and earnings per share
information following U.S. GAAP for purposes of pro forma
disclosures:
Three months
ended July 31,
-----------------------
2005 2004
---------- ----------
Net earnings under U.S. GAAP -
as reported above $ 11,350 $ 13,545
Pro forma stock-based compensation
expense, net of tax (242) (352)
---------- ----------
Net earnings - pro forma $ 11,108 $ 13,193
---------- ----------
---------- ----------
Basic net earnings per share under
U.S. GAAP - as reported above $ 0.13 $ 0.16
Pro forma stock-based compensation
expense per share - (0.01)
---------- ----------
Basic net earnings per share - pro forma $ 0.13 $ 0.15
---------- ----------
---------- ----------
Diluted net earnings per share under
U.S. GAAP - as reported above $ 0.13 $ 0.15
Pro forma stock-based compensation
expense per share - (0.01)
---------- ----------
Diluted net earnings per share - pro forma $ 0.13 $ 0.14
---------- ----------
---------- ----------
The fair values of awards granted were estimated using the
Black-Scholes option-pricing model. The Black-Scholes model was
developed to estimate the fair value of traded options and awards,
which have no vesting restrictions, and are fully transferable. The
Black-Scholes model requires the input of highly subjective
assumptions including the expected stock price volatility and
expected time until exercise. Because the Company's employee stock
options and stock awards have characteristics significantly different
from those of traded options and awards, and because changes in the
subjective input assumptions can materially affect the fair value
estimate, in management's opinion, existing models, including the
Black-Scholes model, do not necessarily provide a reliable single
measure of the fair value of its employee stock options and stock
awards.
b) Intangible assets
In-process research and development
In connection with the acquisition of Comshare, in-process research
and development was acquired and capitalized under Canadian GAAP.
Under U.S. GAAP, such in-process research and development is charged
to expense at the acquisition date. As a result, under U.S. GAAP, the
carrying value of the Company's intangible assets on the consolidated
balance sheet would be $20,348 (April 30, 2005 - $22,833) and the
value of the Company's long-term future income tax assets would be
$30,430 (April 30, 2004 - $34,961).
Goodwill
Although the new Canadian GAAP section for Income Taxes is
substantially harmonized with U.S. GAAP, it was applied retroactively
and goodwill was not adjusted, resulting in differing carrying values
of goodwill under Canadian and U.S. GAAP. Under U.S. GAAP, the
carrying value of goodwill on the consolidated balance sheet would be
$91,760 (April 30, 2005 - $92,835).
c) Income taxes
Included in "Income taxes" is the tax effect of the adjustment
related to in-process research and development.
12. Recent accounting pronouncements
Canadian GAAP
Financial Instruments, Comprehensive Income, Hedges
On January 27, 2005, the Accounting Standards Board issued Canadian
Institute of Chartered Accountants ("CICA") handbook section 1530
Comprehensive Income ("Section 1530"), handbook Section 3855 Financial
Instruments - Recognition and Measurement ("Section 3855") and handbook
section 3865 Hedges ("Section 3865"). Section 3855 expands on CICA
handbook section 3860 Financial Instruments - Disclosure and Presentation
by prescribing when a financial instrument is to be recognized on the
balance sheet and at what amount. It also specifies how instrument gains
and losses are to be presented. Section 3865, Hedges, is optional. It
provides alternative treatments to Section 3855 for entities that choose
to designate qualifying transactions as hedges for accounting purposes
and specifies how hedge accounting is applied and what disclosures are
necessary when it is applied. Section 1530 introduced a new requirement
to temporarily present certain gains and losses outside net income in a
new component of shareholders' equity entitled Comprehensive Income.
These standards are substantially harmonized with U.S. GAAP and are
effective for the Company beginning May 1, 2007. The Company is currently
evaluating the impact of these standards on its consolidated financial
position, results of operations and cash flows.
U.S. GAAP
Share-Based Payment
In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS
No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees". SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the
financial statements based on their fair values beginning with the first
interim or annual period after June 15, 2005, with early adoption
encouraged. In April 2005, the Securities and Exchange Commission (the
"SEC") postponed the effective date of SFAS 123R until the issuer's first
fiscal year beginning after June 15, 2005. Under the current rules, the
Company will be required to adopt SFAS 123R in the first quarter of
fiscal 2007, beginning May 1, 2006. The pro forma disclosures previously
permitted under SFAS 123 no longer will be an alternative to financial
statement recognition.
The Company adopted the fair value method of accounting for all
stock-based compensation awards to both employees and non-employees
granted on or after May 1, 2003. All stock-based compensation related to
awards granted prior to April 30, 2003 is included in the pro forma
disclosures above. Under SFAS 123R, the Company must utilize one of the
transition methods required by the standard to record the fair value of
stock-based compensation related to these awards. The transition methods
include prospective and retroactive adoption options. Under the
retroactive option, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The
prospective method requires that compensation expense be recorded for all
unvested stock options and restricted stock at the beginning of the first
quarter of adoption of SFAS 123R, while the retroactive methods would
record compensation expense for all unvested stock options and restricted
stock beginning with the first period restated.
In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB
107") regarding the SEC's interpretation of SFAS 123R and the valuation
of share-based payments for public companies. The Company is evaluating
the requirements of SFAS 123R and SAB 107 and expects that the adoption
of SFAS 123R on May 1, 2006 will not have a material impact on its
consolidated results of operations and earnings per share. The Company
has not yet determined the method of adoption or the effect of adopting
SFAS 123R, and it has not determined whether the adoption will result in
amounts that are similar to the current pro forma disclosures under
SFAS 123.
Exchanges of Non-monetary Assets
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Non-monetary Assets - An Amendment of Accounting Principles Board Opinion
No. 29, Accounting for Non-monetary Transactions" ("SFAS 153"). SFAS 153
eliminates the exception from fair value measurement for non-monetary
exchanges of similar productive assets in paragraph 21(b) of APB Opinion
No. 29, "Accounting for Non-monetary Transactions," and replaces it with
an exception for exchanges that do not have commercial substance. SFAS
153 specifies that a non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly
as a result of the exchange. SFAS 153 is effective for fiscal periods
beginning after June 15, 2005 and is required to be adopted by the
Company in the second quarter of fiscal 2006, beginning on August 1,
2005. The Company does not believe adoption of Statement 153 will have a
material effect on its consolidated financial position, results of
operations or cash flows.
13. Subsequent events
On August 11, 2005 the Company and certain of its subsidiaries entered
into a Credit Agreement (the "Credit Agreement") with a banking syndicate
led by Bank of America, N.A., pursuant to which the Company and certain
of its subsidiaries obtained a five-year, $150 million revolving credit
facility (the "Facility"). The interest rate payable under the Facility
is based on ranges between prime plus 25 and 75 basis points, and the
LIBOR based rate ranges between LIBOR plus 125 and 175 basis points. The
fee paid on the unused portion of the new credit facility will range
between 30 and 45 basis points.
The new Facility replaces the Company's existing $50 million,
fully-secured credit facility with Wells Fargo Foothill due to expire on
September 9, 2006. The new Facility is secured only by the stock of
certain of the Company's material subsidiaries and is available for
working capital needs, acquisitions, and other general corporate purposes
of the Company.
On August 18, 2005, the Company announced acceptance by the Toronto Stock
Exchange (the "TSX") of its Notice of Intention to make a Normal Course
Issuer Bid (the "NCIB"). The 12-month NCIB bid period, during which the
Company may repurchase certain of its common shares on the TSX, commenced
on August 20, 2005 and will expire on August 21, 2006. The Company is
under no obligation to purchase any of its shares in connection with the
NCIB. However, if the Company deems it advisable and subject to certain
restrictions and compliance with the rules and policies of the TSX, it
may purchase (and subsequently cancel) up to an aggregate maximum of
8,467,838 of its outstanding common shares pursuant to the NCIB.
14. Comparative figures
Certain prior year's comparative figures in the accompanying interim
financial statements have been reclassified to conform to the current
year's presentation.
|
Geac announces fiscal year 2006 first quarter results
|
|
||||||
|
|
|||||||
|
|||||||
