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Geac Computer Corporation Limited.

Geac Announces Second Quarter Results for Fiscal Year 2005

Markham, Canada and Southborough, Massachusetts (ots/PRNewswire)

  • Net Earnings for the Quarter Increased by 48.1% Over Q2 of Fiscal Year 2004
  • Second Quarter Diluted Net Earnings Per Share of $0.17 Compared to $0.12 Diluted Net Earnings Per Share in Q2 a Year Ago
  • Note to Readers: All References to Dollars are to US Dollars Unless Otherwise Noted.
Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC), a
global enterprise software company dedicated to addressing the needs
of CFOs, today announced its second quarter financial results for the
three and six months ended October 31, 2004.
Second Quarter Financial Highlights
          US$ thousands (except EPS)      Q2 FY2005      Q2 FY2004
          Software Revenue                  $15,064        $15,282
          Support & Services Revenue        $88,890        $89,459
          Hardware Revenue                   $2,476         $6,726
          Total Revenue                    $106,430       $111,467
          Net Earnings                      $15,204        $10,264
          Diluted Net Earnings Per Share      $0.17          $0.12
Geac reported total revenue in the second quarter of fiscal year
(FY) 2005 of $106.4 million, a decrease of $5.0 million compared to
$111.5 million in total revenue in the second quarter of FY 2004. The
decrease was primarily due to a $4.3 million year-over-year decline
in Geac's low-margin hardware revenue. Software license revenue was
$15.1 million in the second quarter, down 1.4% from $15.3 million a
year ago. The Company's net earnings were $15.2 million during the
second quarter of FY 2005, or $0.17 per diluted share, compared with
$10.3 million, or $0.12 per diluted share in the second quarter of
last year. This represents a net earnings increase of 48.1% and an
increase in diluted EPS of 41.7%. Diluted EPS in the first quarter of
FY 2005 were $0.15 per share. Our gross profit margin increased to
63.6% of revenue from 59.4% in the second quarter of FY 2004.
"I am pleased to announce that we continued Geac's series of
consecutive quarters in which the company recorded improved earnings
on a year-over-year basis," stated Charles S. Jones, Geac's President
and CEO. "License sales increased across many of our business units,
including MPC, EnterpriseServer, SmartStream, Local Government,
Libraries, Restaurants, Interealty and Public Safety. While we
continue to experience significant interest in our System21 Aurora
product suite, the business witnessed a year-over-year license
revenue decline in the second quarter. We achieved an increase in net
earnings of 48.1% despite a slight decline in total software, support
and professional services revenue during second quarter FY 2005
compared to second quarter FY 2004."
Operating expenses were $47.2 million in the second quarter of FY
2005, a decrease of 7.1% from $50.8 million in the second quarter of
FY 2004. Reductions in sales and marketing, product development, and
general and administrative expenses each contributed to the overall
reduction in operating expenses.
"We continue to build our cash balance with focused cash
management efforts that have resulted in a second quarter fiscal year
2005 balance of $121.8 million, compared to $46.9 million at the end
of the second quarter of 2004 and $112.6 million at Geac's fiscal
year end of April 30, 2004," said Donna de Winter, Chief Financial
Officer of Geac. "Our efforts related to cost management and the
increase in license sales across many of our businesses have resulted
in a year-over-year increase in net earnings of $4.9 million, which
has contributed $2.9 million in cash provided by operating
activities, compared to $2.2 million consumed in operating activities
during the second quarter of 2004."
Customers: Enterprise Applications Systems
In the second quarter, Geac closed more than 470 deals
company-wide in the Enterprise Applications Systems (EAS) segment of
its business. Twenty-one of these deals exceeded $150,000, and the
average deal size within this group was approximately $265,000.
Geac Performance Management
The total revenue for Geac Performance Management increased 11.2%
in the second quarter of FY 2005, as compared to the second quarter
of FY 2004. Geac closed more than 90 Geac Performance Management
deals with new and existing Geac customers, including sales into our
Enterprise Server customer base. Among the customers signing new
contracts for Geac Performance Management -- primarily for budgeting,
forecasting and consolidation solutions -- were:
  • Lower Colorado River Authority (LCRA), a regional power, water and land management authority with operations in 58 counties in Texas
  • Altiris, a pioneer in IT lifecycle management software
  • Chart Industries, Inc.
  • A leading worldwide car rental company
  • A large university in the United States
  • A major financial services company
Enterprise Server
Geac signed more than 25 contracts with new and existing customers
for E Series and M Series products, consisting of:
  • Four healthcare organisations, including Lee Memorial Health System
  • Visteon Corporation, a supplier of integrated in-vehicle technology solutions to automotive manufacturers worldwide
  • A major international shipping company
  • A leading aerospace company
  • Four major financial services companies
SmartStream
SmartStream recorded another impressive quarter, with
year-over-year new license revenue growth of 36.4%. Contributing to
that growth, the division entered into more than 20 contracts with
customers including:
  • CIP, the information management organisation for the Dutch police
  • Jardine Lloyd Thompson Group plc (FTSE: JLT), the largest insurance broker listed on the London Stock Exchange (and the sixth largest globally), extending its SmartStream implementation
  • A provincial government in Holland, committing to roll out SmartStream Active Access Invoice Approval and Receipts, increasing their SmartStream user licenses substantially
  • A leading financial services company
  • A major US restaurant chain
Customers: Industry Specific Applications (ISAs)
Geac Local Government
Geac Local Government increased its license revenue by over 95% in
the second quarter compared to a year ago. Among the division's
highlights were contracts with a combined total of over $460,000 to
Canterbury City Council in New South Wales (Australia) and Far North
District Council in New Zealand. Geac Local Government also had three
councils go live with its Pathway software: Campbelltown City Council
in New South Wales; The City of Swan in Western Australia; and Thames
Coromandel District Council in New Zealand.
Geac Library Solutions
Geac Library Solutions continued to see momentum in sales of its
Vubis Smart library automation system in the second quarter, with an
11.5% increase in year-over-year new license revenue. The first
customer in the United States and the second in North America,
Harnett County Public Library (HCPL) in Lillington, North Carolina,
purchased Geac's Vubis Smart innovative, Web-based library management
system. Also in the quarter, BT Consulting & Systems Integration
purchased Geac Vubis Smart to manage all branch libraries for Essex
County in a joint system with Southend and Thurrock Councils in the
United Kingdom. Serving almost 1.2 million members through over 90
services points, Essex, Southend and Thurrock Libraries will be able
to offer a wide range of new services using Vubis Smart.
Geac Interealty
In the first and second quarters of FY 2005, Interealty signed
multi-year contracts, projected to be valued at approximately $4.5
million or more over the term of these agreements, with five
organisations representing more than 9,900 Realtors(R) across three
US states and Ontario. The customers will use Geac Interealty's
MLXchange Web-based multiple listing service (MLS) automation
technology.
Product and Business Initiatives
Geac strives to develop new products and services and enhance its
existing product offerings to optimise our customers' financial value
chain and derive the most return from their technology investments.
In the second quarter of FY 2005, Geac released Geac Compliance
Management 2.0, which was announced at Alliance 2004. Geac Compliance
Management is designed specifically to help companies manage the
remediation phase of their Sarbanes-Oxley and other regulatory
compliance efforts. Also in the second quarter of 2005, Geac released
a number of internally developed products, including: SmartSeries 5.3
offering enhanced integration and connectivity between Enterprise
Applications; Vubis Smart 2.3 to further improve our Libraries
solution; and Anael RH, which serves the Human Resources needs for
the French market.
Geac has also expanded the reach of its existing products by
adapting and introducing them into new geographic markets. In the
second quarter of FY 2005, Geac sold the first Vubis Smart library
application in the United States, and is adapting its Local
Government product for sale in the United Kingdom. Geac also
continues its efforts to extend the functionality of its existing
products by integrating them with its GPM product suite for more
comprehensive solutions that optimise the customer's financial value
chain.
As part of Geac's long- term strategic objective to accelerate and
grow software license revenue globally, Geac appointed Jeffrey W.
Murphy to lead the Geac Performance Management software business
worldwide. Mr. Murphy, an 18-year veteran of the enterprise software
industry who previously served as Senior Vice President and General
Manager of SAP America, Inc., oversees all customer-facing operations
related to Geac Performance Management. Mr. Murphy will lead the Geac
Performance Management software business worldwide with direct
responsibility for Sales, Professional Services, Business Development
and Sales Development.
Concluding Remarks
"This quarter we are pleased to report another increase in
year-over-year earnings, even though we were unable to deliver
top-line revenue growth in all of our businesses," said Mr. Jones.
"We remain focused specifically on expanding the Geac Performance
Management unit, an objective we hope to attain in part through
targeted acquisitions. I note again that Geac operates in a
challenging environment -- the enterprise software market remains in
flux, and many industry analysts forecast further consolidation --
but that said, we believe Geac is well positioned, thanks in part to
our strong balance sheet, to enhance the range of solutions in the
financial value chain while extending the life of our transactional
back-office solutions."
To better understand this press release and for more in-depth
analysis of these financial results, please see our Management
Discussion and Analysis, which will be filed with the Canadian
Securities Administrators at www.sedar.com and the United States
Securities and Exchange Commission at www.sec.gov. It will also be
posted on our website at http://www.geac.com later today.
Earnings Call
Management will discuss the results announced on a conference call
scheduled for later today, Tuesday, December 7, 2004, at 5:15 p.m.
Eastern Time.
Listeners may access the conference call at
+1-416-405-9328/800-387-6216, or via webcast at
http://www.investors.geac.com.
A replay of the conference call will be available from December 7,
2004 at 9:00 p.m. Eastern Time until December 16, 2004 at 11:59 p.m.
Eastern Time. The replay can be accessed at +1-416-695-5800 or
+1-800-408-3053. The pass code for the replay is 3112261 followed by
the number sign.
The conference call will be broadcast over Geac's web site at
www.investors.geac.com. Attendees will need to log in at least 15
minutes prior to the call.
About Geac
Geac (TSX: GAC, NASDAQ: GEAC) is a global enterprise software
company that addresses the needs of the Chief Financial Officer.
Geac's best-in-class technology products and services help
organisations do more with less in an increasingly competitive
environment, amidst growing regulatory pressure, and in response to
other business issues confronting the CFO. Further information is
available at http://www.geac.com or through email at  info@geac.com.
Geac trades on the Toronto Stock Exchange under the symbol "GAC" and
on the NASDAQ National Market under the symbol "GEAC" and had
85,618,169 common shares issued and outstanding at October 31, 2004.
This press release contains forward-looking statements of Geac's
intentions, beliefs, expectations and predictions for the future.
These forward-looking statements often include use of the future
tense with words such as "will," "may," "intends," "anticipates,"
"expects" and similar conditional or forward-looking words and
phrases. These forward-looking statements are neither promises nor
guarantees. They are only predictions that are subject to risks and
uncertainties, and they may differ materially from actual future
events or results. Geac disclaims any obligation to update any such
forward-looking statements after the date of this release. Among the
risks and uncertainties that could cause a material difference
between these forward-looking statements and actual events include,
among other things: our ability to increase revenues from new license
sales, cross-sell into our existing customer base and reduce customer
attrition; whether we can identify and acquire synergistic businesses
and, if so, whether we can successfully integrate them into our
existing operations; whether we are able to deliver products and
services within required time frames and budgets to meet increasingly
competitive customer demands and performance guaranties; risks
inherent in fluctuating international currency exchange rates in
light of our global operations and the unpredictable effect of
geopolitical world and local events; whether we are successful in our
continued efforts to manage expenses effectively and maintain
profitability; our ability to achieve revenue from products and
services that are under development; the uncertain effect of the
competitive environment in which we operate and resulting pricing
pressures; and whether the anticipated effects and results of our new
product offerings and successful product implementation will be
realised. These and other potential risks and uncertainties that
relate to Geac's business and operations are summarised in more
detail from time to time in our filings with the United States
Securities and Exchange Commission and with the Canadian Securities
Administrators, including Geac's most recent quarterly reports
available through the website maintained by the SEC at www.sec.gov
and through the website maintained by the Canadian Securities
Administrators and the Canadian Depository for Securities Limited at
www.sedar.com for more information on risk factors that could cause
actual results to differ. Geac is a registered trademark of Geac
Computer Corporation Limited. All other marks are trademarks of their
respective owners.
Geac's financial statements and the financial information included
in this press release have been prepared in accordance with Canadian
generally accepted accounting principles. In addition, the financial
statements and the financial information included in this press
release, as well as this press release itself, have been reviewed and
approved by both the Audit Committee and the Board of Directors of
the Company.
    Geac Computer Corporation Limited Consolidated Balance Sheets
    (amounts in thousands of US dollars)             October 31,    April 30,
                                                         2004         2004
                                                     (Unaudited)    (Audited)
                                                    ------------ ------------
    Assets
    Current assets:
    Cash and cash equivalents                       $   121,813  $   112,550
    Restricted cash                                          62           95
    Accounts receivable and other receivables            36,659       49,300
    Unbilled receivables                                  9,005        6,537
    Future income taxes                                  10,945       15,247
    Inventory                                               607          624
    Prepaid expenses and other assets                    11,044       10,839
                                                    ------------ ------------
      Total current assets                              190,135      195,192
    Restricted cash                                       2,425        1,781
    Future income taxes                                  22,586       21,741
    Property, plant and equipment                        22,689       23,843
    Intangible assets                                    28,325       32,628
    Goodwill (note 4)                                   123,043      128,366
    Other assets                                          2,856        3,352
                                                    ------------ ------------
      Total assets                                  $   392,059  $   406,903
                                                    ------------ ------------
                                                    ------------ ------------
    Liabilities & Shareholders' Equity
    Current liabilities:
    Accounts payable and accrued liabilities        $    64,816  $    79,664
    Income taxes payable                                 34,633       34,538
    Current portion of long-term debt                       403          391
    Deferred revenue                                     83,424      117,927
                                                    ------------ ------------
      Total current liabilities                         183,276      232,520
    Deferred revenue                                      1,824        2,256
    Employee future benefits (note 6)                    24,909       23,994
    Asset retirement obligation (note 3)                  2,089        1,648
    Accrued restructuring (note 7)                        3,319        5,864
    Long-term debt                                        4,708        4,550
                                                    ------------ ------------
      Total liabilities                                 220,125      270,832
    Shareholders' Equity
    Common shares; no par value; unlimited
     shares authorised; issued and outstanding
     as at October 31, 2004 - 85,618,169
     (April 30, 2004 - 85,174,785)                      126,752      124,019
    Common stock options                                     16           44
    Contributed surplus                                   3,684        2,368
    Retained earnings                                    63,233       34,517
    Cumulative foreign exchange translation
     adjustment                                         (21,751)     (24,877)
                                                    ------------ ------------
      Total shareholders' equity                        171,934      136,071
                                                    ------------ ------------
                                                    $   392,059  $   406,903
                                                    ------------ ------------
                                                    ------------ ------------
      Commitments and contingencies (note 8)
    Geac Computer Corporation Limited Consolidated Statements of
    Earnings
    (Unaudited)
    (amounts in thousands of US dollars, except share and per share data)
                                 Three months ended       Six months ended
                                     October 31,             October 31,
                              ----------------------- -----------------------
                                  2004        2003        2004        2003
                              ----------- ----------- ----------- -----------
                                           (Revised -              (Revised -
                                           see notes               see notes
                                             2 & 3)                  2 & 3)
    Revenue:
      Software                $   15,064  $   15,282  $   30,559  $   28,131
      Support and services        88,890      89,459     178,360     171,911
      Hardware                     2,476       6,726       4,379      12,950
                              ----------- ----------- ----------- -----------
        Total revenue            106,430     111,467     213,298     212,992
    Cost of revenue:
      Costs of software            2,130       2,279       3,810       4,136
      Costs of support and
       services                   34,748      37,114      69,003      70,834
      Costs of hardware            1,877       5,834       3,413      11,093
                              ----------- ----------- ----------- -----------
        Total cost of revenue     38,755      45,227      76,226      86,063
                              ----------- ----------- ----------- -----------
    Gross profit                  67,675      66,240     137,072     126,929
    Operating expenses:
      Sales and marketing         17,699      20,085      36,233      36,224
      Product development         13,906      15,453      28,299      28,751
      General and
       administrative             13,709      15,736      28,014      32,166
      Net restructuring and
       other unusual items
       (note 7)                     (367)     (2,692)     (1,020)     (2,807)
      Amortisation of
       intangible assets           2,290       2,255       4,536       3,031
                              ----------- ----------- ----------- -----------
        Total costs and
         expenses                 47,237      50,837      96,062      97,365
    Earnings from operations      20,438      15,403      41,010      29,564
    Interest income                  674         200       1,175         586
    Interest expense                (368)       (308)       (756)       (424)
    Other income (expense), net      714        (389)        212        (758)
                              ----------- ----------- ----------- -----------
    Earnings from operations
     before income taxes          21,458      14,906      41,641      28,968
    Income taxes                   6,254       4,642      12,925       9,337
                              ----------- ----------- ----------- -----------
    Net earnings for the
     period                   $   15,204  $   10,264  $   28,716  $   19,631
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    Basic net earnings
     per share                $     0.18  $     0.12  $     0.34  $     0.23
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    Diluted net earnings
     per share                $     0.17  $     0.12  $     0.32  $     0.23
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
      Weighted average number
       of common shares used
       in computing basic net
       earnings per share
       ('000s)                    85,521      84,464      85,251      84,361
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
      Weighted average number
       of common shares used
       in computing diluted
       net earnings per share
       ('000s)                    87,398      85,544      87,372      85,442
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    See accompanying notes
    Geac Computer Corporation Limited
    Consolidated Statement of Shareholders' Equity
    (in thousands of US dollars, except share data)
                     Share capital
                                                         Cumulative
                                                          foreign
                                                          exchange    Total
                Common          Common  Contri- Retained   trans-     share-
                shares           stock   buted  earnings/  lation    holders'
                ('000s)  Amount options surplus (deficit) adjustment  equity
                ------- -------- ------ ------- --------- --------- ---------
    Balance -
     April 30,
     2003
     (audited)   84,136 $120,976 $  163 $    -  $(22,649) $(22,320) $ 76,170
    Issuance of
     common stock
     for cash       642    1,396      -      -         -         -     1,396
    Net
     earnings         -        -      -      -    20,153         -    20,153
    Stock-based
     compensation
     (note 2)         -        -      -    605         -         -       605
    Foreign
     exchange
     translation
     adjustment       -        -      -      -         -    (1,694)   (1,694)
                ------- -------- ------ ------- --------- --------- ---------
    Balance -
     October 31,
     2003
     (unaudited) 84,778  122,372    163    605    (2,496)  (24,014)   96,630
    Issuance of
     common stock
     for cash       397    1,511      -      -         -         -     1,511
    Exercise of
     stock options
     granted in
     connection
     with
     acquisition
     of Extensity     -      119   (119)     -         -         -         -
    Stock-based
     compensation
     (note 2)         -        -      -  1,780         -         -     1,780
    Employee stock
     purchase plan    -       17      -    (17)        -         -         -
    Net earnings      -        -      -      -    37,013         -    37,013
    Foreign exchange
     translation
     adjustment       -        -      -      -         -      (863)     (863)
                ------- -------- ------ ------- --------- --------- ---------
    Balance -
     April 30,
     2004
     (audited)   85,175  124,019     44  2,368    34,517   (24,877)  136,071
    Issuance of
     common stock
     for cash       443    2,125      -      -         -         -     2,125
    Exercise of
     stock options
     granted in
     connection
     with
     acquisition
     of Extensity     -       28    (28)     -         -         -         -
    Stock-based
     compensation
     (note 2)         -        -      -  1,896         -         -     1,896
    Exercise of
     stock options    -      320      -   (320)        -         -         -
    Employee stock
     purchase plan    -      260      -   (260)        -         -         -
    Net earnings      -        -      -      -    28,716         -    28,716
    Foreign exchange
     translation
     adjustment       -        -      -      -         -     3,126     3,126
                ------- -------- ------ ------- --------- --------- ---------
    Balance -
     October 31,
     2004
     (unaudited) 85,618 $126,752 $   16 $3,684  $ 63,233  $(21,751) $171,934
                ------- -------- ------ ------- --------- --------- ---------
                ------- -------- ------ ------- --------- --------- ---------
    See accompanying notes
    Geac Computer Corporation Limited
    Consolidated Statements of Cash Flows
    (Unaudited)
    (amounts in thousands of US dollars)
                                 Three months ended       Six months ended
                                     October 31,             October 31,
                              ----------------------- -----------------------
                                  2004        2003        2004        2003
                              ----------- ----------- ----------- -----------
                                           (Revised -              (Revised -
                                           see notes               see notes
                                             2 & 3)                  2 & 3)
    Cash flows from operating
     activities
    Net earnings for the
     period                   $   15,204  $   10,264  $   28,716  $   19,631
    Adjustments to reconcile
     net income to net cash
     provided by operating
     activities:
      Amortisation of
       intangible assets           2,290       2,255       4,536       3,031
      Amortisation of property,
       plant and equipment and
       accretion                   1,677       1,819       3,398       3,541
      Amortisation of deferred
       financing costs               235         135         471         135
      Stock based compensation     1,018         605       2,120         605
      Future income tax expense    4,779       3,138       9,593       6,430
      Reversal of accrued
       liabilities and other
       provisions                   (366)     (2,748)     (1,027)     (3,225)
      Other                          (60)        142         (58)        (16)
      Changes in operating
       assets and liabilities:
        Accounts receivable
         and other and unbilled
         receivables               3,564      (2,928)     12,067      10,104
        Inventory                    166         (18)         24          74
        Prepaid expenses and
         other assets                (32)      4,294         160       2,858
        Accounts payable,
         accrued liabilities
         and other liabilities    (3,184)     (5,094)    (17,749)     (9,557)
        Income taxes payable        (479)      2,025         230       1,716
        Deferred revenue         (21,920)    (16,387)    (37,413)    (38,209)
        Other                          2         290          (8)        155
                              ----------- ----------- ----------- -----------
    Net cash provided by
     (used in) operating
     activities                    2,894      (2,208)      5,060      (2,727)
                              ----------- ----------- ----------- -----------
    Cash flows from investing
     activities
    Acquisition of Comshare
     less cash acquired                -     (39,019)          -     (39,019)
    Additions to property,
     plant and equipment            (921)       (904)     (1,614)     (1,514)
    Disposals of property,
     plant and equipment               7          12         155          82
    Change in restricted cash        (11)      1,312        (486)        402
                              ----------- ----------- ----------- -----------
    Net cash used in investing
     activities                     (925)    (38,599)     (1,945)    (40,049)
                              ----------- ----------- ----------- -----------
    Cash flows from financing
     activities
    Deferred financing costs           -      (2,804)          -      (2,804)
    Issue of common shares           666       1,298       2,125       1,396
    Issuance of long-term debt        54           -          87           -
    Repayment of long-term debt     (117)       (180)       (227)       (386)
                              ----------- ----------- ----------- -----------
    Net cash provided by
     (used in) financing
     activities                      603      (1,686)      1,985      (1,794)
                              ----------- ----------- ----------- -----------
    Effect of exchange rate
     changes on cash and cash
     equivalents                   3,179         749       4,163       1,624
                              ----------- ----------- ----------- -----------
    Cash and cash equivalents
    Net increase (decrease) in
     cash and cash equivalents     5,751     (41,744)      9,263     (42,946)
    Cash and cash equivalents
     - Beginning of period       116,062      88,617     112,550      89,819
                              ----------- ----------- ----------- -----------
    Cash and cash equivalents
     - End of period          $  121,813  $   46,873  $  121,813  $   46,873
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    See accompanying notes
Geac Computer Corporation Limited Notes to the Consolidated
Financial Statements (Unaudited) (amounts in thousands of US 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 ("US") dollars and in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP")
for interim financial statements. Accordingly, these unaudited
financial statements do not include certain disclosures normally
included in annual financial statements prepared in accordance with
such principles. These unaudited 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, 2004, 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, 2004.
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. Stock-based compensation
Effective May 1, 2003, the Company adopted the revised
recommendations of CICA Handbook Section 3870, "Stock-Based
Compensation and other Stock-Based Payments" ("Section 3870"), which
requires that a fair value method of accounting be applied to all
stock-based compensation payments to employees. In accordance with
the transitional provisions of Section 3870, the Company has
prospectively applied the fair value method of accounting for stock
option awards granted and for shares issued under its Employee Stock
Purchase Plan ("ESPP") on or after May 1, 2003, and accordingly, has
recorded compensation expense. Prior to May 1, 2003, the Company
accounted for its employee stock options and shares issued under the
ESPP using the settlement method and no compensation expense was
recognised.
Since the revised recommendations were adopted in the fourth
quarter of fiscal 2004, the consolidated statements of earnings for
the three and six months ended October 31, 2003 have been restated
for comparative purposes to include the charges that would have been
included had the Company adopted the provisions at the beginning of
fiscal 2004. The effect of the change in policy and reclassification
on results for the six months ended October 31, 2003 is an increase
in cost of sales for services of $85, an increase in sales and
marketing expense of $235, an increase in product development expense
of $85, an increase in general and administrative expense of $200,
and a decrease in income tax expense of $165.
For awards granted during the year ended April 30, 2003, the
standard requires the disclosure of pro forma net earnings and
earnings per share information 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.
                                 Three months ended       Six months ended
                                     October 31,             October 31,
                              ----------------------- -----------------------
                                  2004        2003        2004        2003
                              ----------- ----------- ----------- -----------
    Net earnings - as
     reported                 $   15,204  $   10,264  $   28,716  $   19,631
    Pro forma stock-based
     compensation expense, net
     of tax                           70         630         252         893
                              ----------- ----------- ----------- -----------
    Net earnings - pro forma  $   15,134  $    9,634  $   28,464  $   18,738
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    Basic net earnings
     per share - as reported  $     0.18  $     0.12  $     0.34  $     0.23
    Pro forma stock-based
     compensation expense per
     share                             -        0.01           -        0.01
                              ----------- ----------- ----------- -----------
    Basic net earnings per
     share - pro forma        $     0.18  $     0.11  $     0.34  $     0.22
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    Diluted net earnings per
     share - as reported      $     0.17  $     0.12  $     0.32  $     0.23
    Pro forma stock-based
     compensation expense per
     share                             -        0.01           -        0.01
                              ----------- ----------- ----------- -----------
    Diluted net earnings
     per share - pro forma    $     0.17     $ 0.11   $     0.32  $     0.22
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
The pro forma disclosure relating to options granted during the
year ended April 30, 2003 is as follows:
The estimated fair value of the stock options is amortised to
expense over the vesting period, on a straight-line basis, and was
determined using the Black-Scholes pricing model with the following
weighted average assumptions:
Assumptions - Stock Options
    Weighted average risk-free interest rate 4.20%
    Weighted average expected life (in years) 7.0
    Weighted average volatility in the market price of common shares 71.71%
    Weighted average dividend yield 0.00%
    Weighted average grant date fair value of options issued $3.16
During the six months ended October 31, 2004, the Company issued
common stock to employees who participated in the new 2003 Employee
Stock Purchase Plan ("2003 ESPP"). Under the 2003 ESPP, employees
resident in either Canada or the United States are entitled to
participate with residents of additional countries to be added over
time.
The estimated fair value of employee stock options was determined
using the Black-Scholes pricing model with the following weighted
average assumptions:
    Assumptions - ESPP                   Six months ended   Six months ended
                                         October 31, 2004   October 31, 2003
                                        ------------------ ------------------
    Weighted average risk-free annual
     interest rate                              2.21%              3.17%
    Weighted average expected life
     (in months)                                   6                  3
    Weighted average volatility in the
     market price of common shares             37.44%             31.49%
    Weighted average dividend yield             0.00%              0.00%
    Weighted average grant date fair
     values of awards or shares issued         $2.69              $1.00
During the three and six months ended October 31, 2004, the
Company expensed $986 and $1,636, respectively, relating to the fair
value of options granted. For the six months ended October 31, 2003,
the Company expensed $605 relating to the fair value of options
granted. Compensation expense relating to the fair value of shares
issued under the 2003 ESPP was $260 for the six months ended October
31, 2004 (October 31, 2003 - $nil). Contributed surplus was credited
$1,896 and $605 for these awards during the six months ended October
31, 2004 and 2003, respectively. These amounts will be credited to
share capital along with the proceeds received on exercise of these
awards.
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 three and six months
ended October 31, 2004, the Company expensed $32 and $224,
respectively, through general and administrative expense relating to
the DSUs. Accrued liabilities were credited $32 for these awards at
the end of the quarter, and will continue to be adjusted each quarter
based on the market value of the units which have vested under the
plan.
3. Asset retirement obligation
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. For its year ended April 30, 2004, the Company
early adopted the provisions of CICA Handbook Section 3110, "Asset
Retirement Obligations" ("Section 3110"). Section 3110 requires that
the effect of initially applying the Section be treated as a change
in accounting policy. Accordingly, the financial statements of prior
periods presented for comparative purposes are restated
retroactively. The adoption of Section 3110 results in a charge in
the consolidated statement of earnings of $42 and $82 for the three
and six months ended October 31, 2003, respectively.
The following table details the changes in the Company's leasehold
retirement liability for the six months ended October 31, 2004:
    Asset retirement obligation balance, April 30, 2004            $   1,648
    Additions to the obligation                                           60
    Accretion charges                                                     23
    Foreign exchange impact                                               17
    Asset retirement obligation balance, July 31, 2004                 1,748
    Additions to the obligation                                          321
    Accretion charges                                                     33
    Amounts reversed due to settlements                                  (96)
    Foreign exchange impact                                               83
    Asset retirement obligation balance, October 31, 2004          $   2,089
4. Goodwill
Changes in the carrying amount of goodwill for the six months
ended October 31, 2004 are as follows:
    Goodwill balance, April 30, 2004                              $  128,366
    Goodwill adjustment related to acquisition amounts                  (495)
    Foreign exchange impact                                              689
    Goodwill balance, July 31, 2004                                  128,560
    Goodwill adjustment related to acquisition amounts                (6,728)
    Foreign exchange impact                                            1,211
    Goodwill balance, October 31, 2004                            $  123,043
During the three months ended July 31, 2004 the Company released
$495 related to Comshare premises and severance reserves set-up at
acquisition that upon review were no longer required. During the
three months ended October 31, 2004 the Company reduced goodwill by
$5,740 related to an increase in future tax assets and $663 related
to the reversal of Comshare tax related reserves that are no longer
necessary. Additionally, the Company released $542 in reserves, and
reversed $217 in future tax assets, relating to premises reserves in
connection with the Extensity acquisition. During the quarter it was
determined that the Company was no longer liable for this amount.
5. 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 collateralised by substantially all of the assets of the
Company and certain of its United States and Canadian subsidiaries
and guaranteed by certain of its United States, 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 October 31, 2004, $1,815 of the letter of credit sub-facility
has been utilised, and the remaining $48,185 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 amortised to interest expense on a straight-line basis
over the term of the Facility. Amortisation related to these
financing costs was $235 and $471 for the three and six months ended
October 31, 2004, respectively. For the three months ended October
31, 2003, amortisation related to these financing costs was $135.
6. Employee future benefits
The Company recorded employee future benefit expenses as follows:
                                  Three months ended         Six months ended
                                      October 31,              October 31,
                                 -------------------     --------------------
                                     2004      2003         2004        2003
                                 ---------  --------     --------     -------
    Defined contribution pension
     plans                         $  355    $  122      $   825      $  507
    Defined benefit pension plan      220         -          445           -
                                   -------   -------     --------     -------
                                   $  575    $  122      $ 1,270      $  507
                                   -------   -------     --------     -------
                                   -------   -------     --------     -------
7. Net restructuring and other unusual items
The reversal in net restructuring and other unusual items was $367
and $1,020 for the three and six months ended October 31, 2004
respectively. For the three and six months ended October 31, 2003,
the reversal in net restructuring and other unusual items was $2,692
and $2,807 respectively.
Restructuring expense
For the three months ended October 31, 2004, the net restructuring
credit balance of $367 was comprised of a release related to
previously accrued lease termination costs that are no longer
required. In addition, a release of $325 (net of the related tax
effect of $217) of excess provisions for acquisition-related
liabilities was recorded in the second quarter of fiscal 2005 as an
adjustment to goodwill.
For the three months ended October 31, 2003, the Company recorded
a net reversal of $2,692 in net restructuring and other unusual
items, which included a reversal of $2,750 of accrued liabilities and
other provisions recorded in prior years which were no longer
required, partially offset by a charge of approximately $58 for
severance related to the restructuring of the Company's business in
North America. In addition, during the quarter a release of $342 of
excess provisions for acquisition- related liabilities was recorded
as an adjustment to goodwill.
For the six months ended October 31, 2004, the Company recorded a
reversal of $1,020, as several smaller restructuring accruals
relating to severance amounts and lease termination costs were
released to adjust the accruals to match the current estimates of the
amounts required.
For the six months ended October 31, 2003, the Company recorded a
net reversal of $2,807 in net restructuring and other unusual items,
which included a reversal of $3,225 of accrued liabilities and other
provisions recorded in prior years which were no longer required,
partially offset by a charge of $418 for severance related to the
restructuring of the Company's business in North America.
Restructuring accrual
Activity related to the Company's restructuring plans, business
rationalisation, and integration actions, were as follows:
                                           Premises    Workforce
                                        restructuring  reductions     Total
                                        -------------  ----------  ----------
    April 30, 2003 provision balance        $ 17,658    $  5,625    $ 23,283
    Fiscal year 2004 provision additions       3,101       5,990       9,091
    Fiscal year 2004 cash payments            (4,860)     (8,661)    (13,521)
    Fiscal year 2004 provision release        (3,699)     (1,738)     (5,437)
                                           ----------  ----------  ----------
    April 30, 2004 provision balance          12,200       1,216      13,416
    First quarter 2005 provision additions       400         865       1,265
    First quarter 2005 cash payments          (1,467)     (1,064)     (2,531)
    First quarter 2005 provision release        (963)       (173)     (1,136)
                                           ----------  ----------  ----------
    July 31, 2004 provision balance           10,170         844      11,014
    Second quarter 2005 provision additions        -         931         931
    Second quarter 2005 cash payments         (1,038)     (1,108)     (2,146)
    Second quarter 2005 provision release     (1,194)        (35)     (1,229)
                                           ----------  ----------  ----------
    October 31, 2004 provision balance      $  7,938    $    632       8,570
                                           ----------  ----------
    Less: Current portion                                             (5,251)
    Long-term portion of restructuring accrual                      $  3,319
During the quarter ended October 31, 2004, the Company accrued
$931 in severance costs related to the rationalisation of the
Company's North American and European business locations. For the six
months ended October 31, 2004, the Company accrued a total of $1,796
in severance and $400 in lease termination costs also related to the
rationalisation of the Company's North American and European business
locations.
As at October 31, 2004, the Company has a balance of $7,938
related to accrued premises restructuring cost. Of this amount,
approximately $816 is related to the acquisition of Comshare and a
balance of $2,993 remains related to the acquisition of Extensity.
The Company anticipates that the remainder of these balances will be
utilised through fiscal 2009.
As at October 31, 2004, a balance of $632 is remaining for
severance, of which the remainder will substantially be paid by the
end of the third quarter of 2005 and will include employees from the
support and services, development and sales and marketing areas.
8. 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
Activity related to the Company's legal accruals was as follows:
    April 30, 2003 provision balance                        $ 3,844
    Fiscal year 2004 provision additions                      3,587
    Fiscal year 2004 costs charged against provisions        (3,125)
    Fiscal year 2004 provision release                         (109)
    April 30, 2004 provision balance                          4,197
    First quarter 2005 provision additions                      284
    First quarter 2005 costs charged against provisions      (2,067)
    July 31, 2004 provision balance                           2,414
    Second quarter 2005 provision additions                     162
    Second quarter 2005 costs charged against provisions     (2,072)
    Second quarter 2005 provision release                       (58)
    October 31, 2004 provision balance                        $ 446
In May 2001, Cels Enterprises, Inc. ("Cels") filed a complaint in
the United States District Court for the Central District of
California against Geac, Geac Enterprise Solutions (GES) and JBA
International, Inc. (JBA). GES is JBA's successor in interest as a
result of Geac's acquisition of JBA Holdings plc in 1999. The
complaint alleged that JBA software supplied to Cels was experimental
and did not work. The software product in question, which was part of
JBA's product offering prior to the acquisition, is no longer sold by
Geac. Cels claimed damages of $28,300. In August 2003, following a
jury trial and verdict, the Court entered judgment against GES for
approximately $4,134 in damages and prejudgment interest. GES
satisfied the judgment in two separate payments in June and August
2004 totalling, with post-judgment interest, approximately $4,180.
Cels' appeal of the Court's denial of its motion seeking
approximately $1,000 in attorneys' fees is still pending. At April
30, 2004 Geac had accrued $4,187 in respect of the Cels claim and as
at July 31, 2004, $2,108 of this amount had been paid. During the
quarter ended October 31, 2004, the Company paid the remaining
balance of $2,072 and released the remaining balance of the
provision.
Extensity, a subsidiary 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 US 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. The settlement is still subject
to approval by the Court.
In addition, Geac is subject to various other legal proceedings
and claims in the ordinary course of business, arising out of
disputes over contracts, alleged torts, intellectual property, real
estate and employee relations, among other things. In the opinion of
management, resolution of these matters is not reasonably expected to
have a material adverse effect on Geac's financial position, results
of operations or cash flows. However, a materially adverse outcome
with respect to such matters may affect our future financial
position, results of operations or cash flows.
9. Segmented information
The Company reports segmented information according to CICA 1701,
"Segment Disclosures." This standard requires segmentation based on
the way management organises segments for monitoring performance.
The Company operates the following business segments, which have
been segregated based on product offerings, reflecting the way that
management organises 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. Property, plant and equipment are typically shared by
operating segments and those assets are managed by geographic region,
rather than through the operating segments.
During the year ended April 30, 2004, the Company determined that
given the nature of the products offered in its local government
product line, the inclusion of the local government business in the
EAS segment was no longer appropriate. As a result, the local
government business has been reclassified from EAS to ISA. For
comparison purposes, the Company has reclassified revenue,
contribution margin and segment assets relating to this business in
its comparatives. The impact on revenue for the three and six months
ended October 31, 2003 was a reclassification of approximately $2,972
and $6,170 respectively from the EAS to the ISA business.
                        Three months ended             Six months ended
                         October 31, 2004              October 31, 2004
                  ----------------------------- -----------------------------
                     EAS       ISA      Total      EAS       ISA      Total
                  --------- --------- --------- --------- --------- ---------
    Revenue:
      Software    $ 12,167  $  2,897  $ 15,064  $ 25,475  $  5,084  $ 30,559
      Support and
       services     68,846    20,044    88,890   138,542    39,818   178,360
      Hardware       1,749       727     2,476     3,185     1,194     4,379
                  --------- --------- --------- --------- --------- ---------
    Total revenue $ 82,762  $ 23,668  $106,430  $167,202  $ 46,096  $213,298
                  --------- --------- --------- --------- --------- ---------
                  --------- --------- --------- --------- --------- ---------
    Segment
     contribution $ 21,579  $  4,524  $ 26,103  $ 45,869  $  7,728  $ 53,597
                        Three months ended             Six months ended
                         October 31, 2003              October 31, 2003
                  ----------------------------- -----------------------------
                     EAS       ISA      Total      EAS       ISA      Total
                  --------- --------- --------- --------- --------- ---------
    Revenue:
      Software    $ 12,889  $  2,393  $ 15,282  $ 23,185  $  4,946  $ 28,131
      Support and
       services     69,324    20,135    89,459   131,472    40,439   171,911
    Hardware         5,742       984     6,726    10,884     2,066    12,950
                  --------- --------- --------- --------- --------- ---------
    Total revenue $ 87,955  $ 23,512  $111,467  $165,541  $ 47,451  $212,992
                  --------- --------- --------- --------- --------- ---------
                  --------- --------- --------- --------- --------- ---------
    Segment
     contribution $ 17,566  $  1,371  $ 18,937  $ 33,209  $  3,622  $ 36,831
The impact on segment contribution for the three and six months
ended October 31, 2003 was a reclassification of approximately $530
and $1,465 respectively from the EAS to the ISA business.
    Reconciliation of segment contribution to earnings from operations before
    income taxes:
                                       Three months ended   Six months ended
                                           October 31,         October 31,
                                      ------------------- -------------------
                                        2004      2003      2004      2003
                                      --------- --------- --------- ---------
    Segment contribution              $ 26,103  $ 18,937  $ 53,597  $ 36,831
    Corporate expenses                  (3,682)   (3,991)   (9,014)   (7,025)
    Amortisation of intangible assets   (2,290)   (2,255)   (4,536)   (3,031)
    Interest income, net                   306      (108)      419       162
    Foreign exchange                       654      (369)      155      (776)
    Net restructuring and other
     unusual items                         367     2,692     1,020     2,807
                                      --------- --------- --------- ---------
    Earnings from operations before
     income taxes                     $ 21,458  $ 14,906  $ 41,641  $ 28,968
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
    Geographical information:
                                       Three months ended   Six months ended
                                           October 31,         October 31,
                                      ------------------- -------------------
                                        2004      2003      2004      2003
                                      --------- --------- --------- ---------
    Revenue by geographic location:
    Americas                          $ 56,102  $ 57,412  $110,996  $110,748
    Europe                              41,329    45,772    84,958    85,696
    Asia                                 8,999     8,283    17,344    16,548
                                      --------- --------- --------- ---------
    Total revenue                     $106,430  $111,467  $213,298  $212,992
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
10. 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 US GAAP except as follows:
                                       Three months ended   Six months ended
                                           October 31,         October 31,
                                      ------------------- -------------------
                                        2004      2003      2004      2003
                                      --------- --------- --------- ---------
    Net earnings under Canadian GAAP
     as reported                      $ 15,204  $ 10,264  $ 28,716  $ 19,631
      Adjustments:
        Stock-based compensation (a)       (14)      (34)      (26)     (145)
        Write off and amortisation of
         intellectual property
         capitalised under Canadian
         GAAP in connection with the
         Comshare acquisition (b)           75    (1,458)      150    (1,458)
        Asset retirement obligation (c)      -        40         -        80
        Income taxes (d)                   (30)      (10)      (60)      (10)
                                      --------- --------- --------- ---------
      Net earnings under U.S. GAAP      15,235     8,802    28,780    18,098
      Other comprehensive income:
        Foreign currency translation
         adjustment                      2,530    (2,459)    3,008    (1,819)
                                      --------- --------- --------- ---------
      Comprehensive income under
       U.S. GAAP                      $ 17,765  $  6,343  $ 31,788  $ 16,279
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
    Net earnings per share under
     U.S. GAAP:
    Basic net earnings per
     common share                     $   0.18  $   0.10  $   0.34  $   0.21
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
    Diluted net earnings per
     common share                     $   0.18  $   0.10  $   0.33  $   0.21
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
    Weighted average number of common
     shares used in computing basic
     net earnings per share ('000s)     85,521    84,464    85,251    84,361
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
    Weighted average number of common
     shares used in computing diluted
     net earnings per share ('000s)     87,398    85,544    87,372    85,442
                                      --------- --------- --------- ---------
                                      --------- --------- --------- ---------
    a) Stock-based compensation
Accounting for stock options
The Company has prospectively adopted the new Canadian GAAP
recommendations, which require that a fair value method of accounting
be applied to all stock-based compensation awards granted to
employees granted on or after May 1, 2003. The Canadian GAAP
recommendations are substantially harmonised with the existing US
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 year 2004, and thereafter.
In fiscal year 2003, the Company did not expense any compensation
cost under Canadian GAAP. For US 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 Company's shares and the
exercise price (referred to as the "intrinsic value method") over the
vesting period. As a result, the Company has recorded stock
compensation charges under US GAAP for fiscal years 2003 and 2004,
and will have additional charges in 2005, 2006 and 2007 for
stock-based compensation and awards granted in fiscal year 2003.
Prior to fiscal year 2003, the Company expensed stock-based
compensation under US GAAP as a result of the issuance of stock
options with an exercise price below market value.
Pro forma disclosures
For awards granted prior to May 1, 2003, US 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 US GAAP for purposes of pro forma disclosures:
                                 Three months ended       Six months ended
                                     October 31,             October 31,
                              ----------------------- -----------------------
                                  2004        2003        2004        2003
                              ----------- ----------- ----------- -----------
    Net earnings under US
     GAAP - as reported above $   15,235  $    8,802  $   28,780  $   18,098
    Pro forma stock-based
     compensation expense,
     net of tax                     (218)       (849)       (570)     (2,074)
                              ----------- ----------- ----------- -----------
    Net earnings - pro forma  $   15,017  $    7,953  $   28,210  $   16,024
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    Basic net earnings per
     share under U.S. GAAP -
     as reported above        $     0.18  $     0.10  $     0.34  $     0.21
    Pro forma stock-based
     compensation expense
     per share                         -       (0.01)      (0.01)      (0.02)
                              ----------- ----------- ----------- -----------
    Basic net earnings per
     share - pro forma        $     0.18  $     0.09  $     0.33  $     0.19
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
    Diluted net earnings
     per share under U.S.
     GAAP - as reported above $     0.18  $     0.10  $     0.33  $     0.21
    Pro forma stock-based
     compensation expense
     per share                         -       (0.01)      (0.01)      (0.02)
                              ----------- ----------- ----------- -----------
    Diluted net earnings
     per share - pro forma    $     0.18  $     0.09  $     0.32  $     0.19
                              ----------- ----------- ----------- -----------
                              ----------- ----------- ----------- -----------
Fair values
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 connection with the acquisition of Comshare on August 6, 2003,
in-process research and development was acquired and capitalised
under Canadian GAAP. Under US GAAP, such in-process research and
development is charged to expense at the acquisition date. As a
result, under US GAAP, the carrying value of the Company's intangible
assets on the consolidated balance sheet would be $27,167 (April 30,
2004 - $31,320) and the value of the Company's long-term future
income tax assets would be $23,039 (April 30, 2004 - $22,264).
c) Asset retirement obligation
Under US GAAP, the Company adopted a new accounting standard
dealing with accounting for asset retirement obligations during the
year ended April 30, 2004. This new accounting standard addresses the
financial accounting and reporting for legal obligations associated
with the retirement of tangible long-lived assets and associated
retirement costs and is relatively consistent with Canadian
requirements, which the Company adopted under Canadian GAAP (see note
3). The main difference between the two standards is the method of
adoption. US GAAP requires that the adoption be treated as a
cumulative effect of an accounting change in fiscal 2004, whereas
Canadian GAAP allows the financial statements of prior periods to be
restated retroactively. The adoption of the standard for US GAAP
resulted in the cumulative effect of an accounting change of $736
being charged against earnings in the quarter ending April 30, 2004
and the reversal of charges under Canadian GAAP of $40 and $80
charged against earnings for the three and six months ended October
31, 2004, respectively.
d) Income taxes
Included in "Income taxes" is the tax effect of the adjustments
related to intangible assets.
e) Goodwill
Although the new Canadian GAAP section for Income Taxes is
substantially harmonised with US GAAP, it was applied prospectively
and goodwill was not adjusted, resulting in differing carrying values
of goodwill under Canadian and US GAAP. Under US GAAP, the carrying
value of goodwill on the consolidated balance sheet would be $105,794
(April 30, 2004 - $111,235).
f) Related party transactions
Accounts receivable and other receivables as at October 31, 2004
and April 30, 2004 included $254 for a loan due from a former officer
of the Company in connection with a compensatory arrangement relating
to his employment with the Company. The proceeds from the loan were
used by the former officer to purchase 250,625 common shares of the
Company, which are currently held as collateral. Under Canadian GAAP,
the loan is classified as an other receivable. However, under US
GAAP, the loan is classified as a reduction of shareholders' equity.
As a result, in accordance with US GAAP, current and total assets and
shareholders' equity would be reduced by $254.
11. Reclassification of 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.

Contact:

Financial Contact: Donna de Winter, Chief Financial Officer, Geac,
+1-905-475-0525 ext. 3204, donna.dewinter@geac.com; Media and
Investor Contacts: David Domeshek, Director, Corporate
Communications, Geac, +1-508-871-5064, david.domeshek@geac.com; Laura
Hindermann Director, Corporate Communications, Geac, +1-508-871-5045,
laura.hindermann@geac.com

Weitere Storys: Geac Computer Corporation Limited.
Weitere Storys: Geac Computer Corporation Limited.
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