6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of:  September 2003

Commission File Number:  333-103019

Geac Computer Corporation Limited (Translation of registrant’s name into English)

11 Allstate Parkway, Suite 300, Markham, Ontario L3R9T8 Canada (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or
Form 40-F.           Form 20-F  X      Form 40-F ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.           Yes ____      No  X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

     On September 9, 2003, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com a press release issued on September 9, 2003, a copy of which is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

     On September 26, 2003, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com its Management Discussion and Analysis, a copy of which is attached as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GEAC COMPUTER CORPORATION LIMITED

/s/ Craig C. Thorburn

Craig C. Thorburn
Senior Vice President, Mergers & Acquisitions,
and Corporate Secretary

Date:  September 26, 2003

EXHIBIT INDEX

Number	Title
99.1	Press Release issued on September 9, 2003
99.2	Management Discussion and Analysis

  EX-99.1 3 e15778ex99-1.htm EARNINGS RELEASE

Exhibit 99.1

[LOGO] Geac

News Release

GEAC ANNOUNCES 2004 FIRST QUARTER RESULTS

45.8% Increase in New License Revenue Over First Quarter Last Year

MARKHAM, Ontario — September 9, 2003 - Geac Computer Corporation Limited (TSX: GAC), a global enterprise software company for Business Performance Management, today announced its first quarter, 2004 earnings results for the period ended July 31, 2003.

First Quarter Financial Highlights
(all amounts are in U.S. dollars unless otherwise noted)

• Effective Q1 FY 2004 the Company is reporting its results in United States dollars;

• Revenue of U.S.$101.5 million, an increase of U.S. $0.1 million, compared to U.S. $101.4 million in revenue in the first quarter of fiscal year 2003;

• Software license revenue of U.S. $12.8 million, compared to U.S. $8.8 million in Q1 FY 2003;

• Improved gross profit margin to 59.8 percent of revenue, compared to 55.2 percent of revenue in Q1 FY 2003;

• Realized Extensity software license revenue of U.S. $1.7 million.

“Despite ongoing market pressure and an increasingly competitive landscape, we are stabilizing revenue, while maintaining profitability - and we were doing so even before we closed Comshare early in the second quarter. By focusing on new license sales and higher margin service and support contracts, and by de-emphasizing our efforts around the less profitable elements of the business, including hardware sales, we are aligning the business for financial success going forward,” said Charles S. Jones, president and CEO of Geac. “As we work to integrate Extensity and Comshare into Geac, we will make the necessary investments in critical development and marketing areas, while we remain committed to growth with profitability.”

First Quarter Financial Review

Revenue was U.S. $101.5 million, compared with U.S. $101.4 million in the corresponding period a year ago. Notable revenue pressure came from Geac’s Interealty group, which, under continued pressure in the software market for real estate, experienced a revenue decline year over year of U.S. $4.0 million in the quarter. All other businesses within Geac’s Industry Specific Applications (ISA) group were profitable. The Company’s net income was U.S. $9.4 million, or U.S. $0.11 per diluted share, compared with net income of U.S. $10.5 million, or U.S. $0.13 per diluted share last year. In addition to increased investments in sales and marketing and in product development focused on important new technologies, net income was impacted by an increase in the quarter of U.S. $3.4 million in legal judgment and settlement costs and professional fees.

Cost of revenues was reduced by 10.1 percent to U.S. $40.8 million from U.S. $45.4 million last year. The gross profit margin increased to 59.8 percent from 55.2 percent last year. Cost of support and services, which consists primarily of personnel and related costs, was reduced by 5.0 percent. Support and services margins increased from 57.3 percent to 59.1 percent.

“We are very pleased with our increase in license sales over the same quarter a year ago. We have made investments in new product development, in targeted acquisitions and in sales and marketing necessary to deliver significant enhancements to our customers, while remaining steadfastly committed to cost controls and strengthening the balance sheet,” said Arthur Gitajn, CFO of Geac.

Acquisitions

Subsequent to the end of the quarter, effective August 6, 2003, the Company acquired Comshare, Incorporated, a leading provider of corporate performance management software for planning, budgeting, forecasting, financial consolidation, and management reporting and analysis. The acquisition was accomplished by way of a cash tender offer for all the outstanding shares of Comshare at a price of U.S. $4.60 per share, followed by a cash merger, for a purchase price, excluding acquisition costs, of approximately U.S. $53.7 million. Comshare’s balance sheet as at March 31, 2003 recorded U.S. $17.9 million in cash, reflecting a net cash purchase price of U.S. $35.8 million.

Along with the acquisition of Extensity, a provider of solutions to automate employee-based financial processes, in the fourth quarter of last year, the acquisition of Comshare is a significant step in the execution of Geac’s strategy to expand into the Business Performance Management market. By the end of the second quarter, Comshare’s MPC software product will be fully integrated and available with all of Geac’s E:Series and M:Series products.

As stated in our fourth quarter, FY2003 earnings release, Comshare is expected to add roughly 12 percent to Geac’s annualized revenue, based on the last 12 months of reported revenue from each company.

“With the acquisition of Comshare, we are truly excited to bring a leading Business Performance Management solution to customers worldwide. Comshare’s MPC software product suite not only delivers a completely integrated and technologically advanced solution for complying with financial regulatory requirements, but it also enables customers to access and manipulate more quickly and efficiently the information stored within their existing and trusted enterprise server applications,” said Timothy Wright, chief technology and information officer of Geac. “This is just one example of our delivering on our promise to enhance the value of customer solutions by developing key product extensions and by investing in leading market technologies.”

Management Additions

Since his move from executive chairman of the Board to president and CEO of Geac in July, Mr. Jones has made several key management appointments within the Company. In July, Jeffrey Snider joined Geac as senior vice president and general counsel. He is overseeing all legal activities worldwide as the Company pursues key partnership and acquisition elements of its growth strategy. Also in July, Donna de Winter was appointed vice president and corporate controller. Ms. de Winter is responsible for all accounting and financial reporting, and will fortify Geac’s commitment to maintaining profitability through business process integration and cost management throughout the Company.

In addition, with the acquisition of Comshare, Brian Hartlen joins Geac as vice president of marketing for the Comshare product line, David King as vice president development for the Comshare product line, and Kenneth Kane as vice president of professional services for the Americas.

Technology Developments

In the first quarter, Geac delivered powerful new applications to its customers and deployed superior new technologies within its own organization.

• With the launch of System21 Aurora in April, Geac combined next generation enterprise resource planning (ERP) functionality with real-time process management capabilities, improving business performance for its customers at every level - operational, process and, ultimately, corporate. As announced last week, a strong emphasis on customer-requested enhancements resulted in early license sales of System21 Aurora far in excess of management expectations in the first quarter.

• In June, the Company announced the formation of a new division, Geac Commercial Systems Division (CSD), within its ISA group. The new division optimizes the synergistic product strengths of the construction, property management and payroll/human services business units. This consolidation enables the resulting combined customer base to gain access to a broader set of software solutions, additional service and support resources and accelerated software solutions deployment.

• With the recent acquisitions of Comshare and Extensity, Geac has been working on the development of new product versions, expected to launch in our second quarter, for these

 

leading corporate performance management and expense management product suites. In addition, the Company has focused on delivering more value to customers through the integration of product management and support services within Comshare and Extensity. The integration efforts have maximized cross-selling opportunities between the existing customer bases of both businesses.

• Through a partnership with Lombardi Software, the developer of TeamWorks(R), award-winning business process management software, Geac announced the launch of Geac Business Process Management in August. Under the terms of this strategic relationship, Geac will resell TeamWorks(R) and provide enterprise customers with the tools to respond quickly to changing business conditions and improve business performance in real time. The partnership is a key component of Geac’s integration framework as Geac continues to enhance its suite of business performance management solutions.

• Geac is deploying Comshare’s and Extensity’s leading product suites internally for enhanced budgeting and financial control across the organization, and it is adopting best-in-class market solutions, including salesforce.com, which is enabling a single view of the Company’s sales pipeline worldwide.

“Our build, buy and partner strategy is exemplified by the range of technology milestones we reached this quarter. In the end, it is as much about the technology as it is about our execution. At every point, we strive to enhance our own performance, so we can continue to deliver better quality solutions to our customers at a lower cost,” Mr. Wright concluded.

Revenue Segmentation
For the year ended July 31, 2003

(Unaudited)

(In millions of U.S. dollars)

	Three months ended July 31
		2003	2002
EAS*
Software		11	7
Support and Services		65	62
Hardware		5	8
		81	77
ISA**
Software		2	2
Support and Services		18	21
Hardware		1	1
		21	24
Total
Software		13	9
Support and Services		83	83
Hardware		6	9
		102	101
Geographic
Americas		54	55
Europe		40	39
Asia		8	7
Total		102	101

* Enterprise Application Systems

** Industry Specific Applications

Geac Computer Corporation Limited
Consolidated Balance Sheets

(In thousands of U.S. dollars)

	Unaudited July 31, 2003	Audited April 30, 2003
Assets
Current assets
Cash and cash equivalents	$   88,617	$   89,819
Restricted cash and cash equivalents	384	-
Accounts receivable and other	41,513	54,721
Unbilled receivables	7,674	6,901
Future income taxes	16,347	16,238
Inventory	701	787
Prepaid expenses	13,377	11,898
	168,613	180,364
Restricted cash and cash equivalents	2,883	2,395
Future income taxes	20,157	23,008
Property, plant and equipment	24,676	25,649
Intangible assets	10,414	11,172
Goodwill	89,557	89,386
	$316,300	$331,974
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$  90,796	$  94,979
Income taxes payable	30,846	31,114
Current portion of long-term debt	538	733
Deferred revenue	99,752	119,937
	221,932	246,763
Deferred revenue	1,642	2,690
Long-term debt	5,652	5,616
	229,226	255,069
Shareholders’ Equity
Share capital (note 3)	121,075	120,976
Options	163	163
Deficit	(12,507)	(21,914)
Cumulative foreign exchange translation adjustment	(21,657)	(22,320)
	87,074	76,905
	$316,300	$331,974

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

Geac Computer Corporation Limited
Consolidated Statements of Operations

(Unaudited)

(In thousands of U.S. dollars, except	Three months ended July 31
share and per share data)	2003	2002
Revenues
Software	$   12,849	$     8,813
Support and services	82,452	83,250
Hardware	6,224	9,301
Total revenues	101,525	101,364
Cost of revenues
Software	1,857	1,598
Support and services	33,720	35,510
Hardware	5,259	8,322
Total cost of revenues	40,836	45,430
Gross profit	60,689	55,934
Operating expenses
Sales and marketing	16,139	14,765
Product development	13,298	12,548
General and administrative	16,390	12,990
Net restructuring and other unusual items (note 5)	(115)	-
Amortization of intangible assets	776	282
	46,488	40,585
Income from operations	14,201	15,349
Interest income	386	285
Interest expense	(116)	(135)
Other income (expense), net	(369)	1,404
	(99)	1,554
Income from operations before income taxes	14,102	16,903
Income taxes	4,695	6,423
Net income for the period	$     9,407	$    10,480
Basic net income per share	$0.11	$0.13
Diluted net income per share	$0.11	$0.13
Weighted average number of common shares outstanding (’000s)
Basic	84,151	78,146
Diluted	85,133	80,436

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

Geac Computer Corporation Limited
Consolidated Statement of Shareholders’ Equity

(In thousands of U.S. dollars, except share data)

	Share capital			Purchase warrants	Retained earnings (deficit)	Cumulative foreign exchange translation adjustment	Total shareholders’ equity
	Shares (’000s)	Amount $	Options $	$	$	$	$
Audited Balance – April 30, 2002	78,145	110,987	-	1,139	(53,944)	(24,055)	34,127
Issued for cash	58	129	-	-	-	-	129
Exercise of purchase warrants	5,000	9,860	-	(1,139)	-	-	8,721
Issued in exchange for shares of acquired company	933	-	-	-	-	-	-
Option value resulting from acquisition	-	-	163	-	-	-	163
Net income	-	-	-	-	32,030	-	32,030
Foreign exchange translation adjustment	-	-	-	-	-	1,735	1,735
Audited Balance – April 30, 2003	84,136	120,976	163	-	(21,914)	(22,320)	76,905
Issued for cash	52	99	-	-	-	-	99
Net income for the period	-	-	-	-	9,407	-	9,407
Foreign exchange translation adjustment	-	-	-	-	-	663	663
Unaudited Balance – July 31, 2003	84,188	121,075	163	-	(12,507)	(21,657)	87,074

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

Geac Computer Corporation Limited
Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended July 31
(In thousands of U.S. dollars)	2003	2002
Cash provided by (used in)
Operating activities
Net income for the period	$      9,407	$     10,480
Adjusted for items not involving cash:
Amortization of intangible assets	776	282
Amortization of property, plant and equipment	1,722	2,248
Reversal of accrued liabilities and other provisions	(477)	--
Future income tax expense	3,292	4,631
Other	(36)	146
Cash provided by operating activities before changes in non-cash working capital and deferred revenue	14,684	17,787
Change in non-cash working capital excluding deferred      revenue	6,658	(27,581)
Change in deferred revenue	(21,823)	(17,832)
Cash used in operating activities	(481)	(27,626)
Investing activities
Net additions to property, plant and equipment	(579)	(609)
Change in restricted cash and cash equivalents	(910)	842
Cash provided by (used in) investing activities	(1,489)	233
Financing activities
Issue of common shares	99	7
Repayment of long-term debt	(206)	(286)
Cash used in financing activities	(107)	(279)
Effect of exchange rate changes on cash and cash equivalents	875	534
Cash and cash equivalents
Net decrease in cash and cash equivalents	(1,202)	(27,138)
Cash and cash equivalents - beginning of the period	89,819	73,638
Cash and cash equivalents - end of the period	$     88,617	$     46,500

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(Unaudited)
Unless otherwise stated, amounts are in thousands of U.S. dollars except per share amounts.

1. SIGNIFICANT ACCOUNTING POLICIES

These interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, using the same accounting policies as outlined in note 2 to the consolidated financial statements for the year ended April 30, 2003, except as noted below. These interim consolidated financial statements do not conform in all respects with disclosures required for annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended April 30, 2003 in the 2003 Annual Report.

The financial statements of the Company have historically been reported in Canadian dollars. Effective May 1, 2003, the Company adopted the U.S. dollar as its reporting currency as U.S. dollar denominated operations represent an increasingly significant proportion of the Company’s operations. Comparative financial information has been recast as if the new reporting currency had always been used, and financial statements have been reported in U.S. dollars for all periods presented.

Effective May 1, 2003, the Company changed its policy with respect to the classification of reimbursements received for out-of-pocket expenses to classify these amounts as revenue. In previous years these reimbursements had been characterized as a reduction of expenses incurred. The change has been applied retroactively and comparative figures restated. In addition, effective May 1, 2003, the Company has reclassified certain “bug-fixing” expenses that had been characterized as support costs in certain product lines as product development expenses across all product lines. In the Consolidated Statement of Operations for the quarter ended July 31, 2003, results for the comparable period ended July 31, 2002, have been restated to conform with the current year’s presentation. The net effect of the change in policy and reclassification on results for the quarter ended July 31, 2002, was to increase support and services revenue by $782, to reduce support and services costs by $943, and to increase product development expenses by $1,725. There was no impact on net income for the quarter ended July 31, 2002.

2. STOCK-BASED COMPENSATION

Effective May 1, 2002, the Company prospectively adopted the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” (CICA 3870). As permitted under the new recommendations, the Company has elected not to adopt the fair value method of accounting for stock options granted to employees.

The Company has two stock-based compensation plans which are described in note 13 to the consolidated financial statements in the 2003 Annual Report. The Company did not issue any new stock options to employees during the first quarter of fiscal 2004. If the Company had adopted the fair value method, the total amount of compensation expense in the first quarter of fiscal year 2004 for stock options granted since fiscal 2003 would have been approximately $256 (2003 - $19) after tax.

The weighted average estimated fair value at the issue date for shares issued under the Employee Stock Purchase Plan (ESPP) for the quarter ended July 31, 2003, was $1.00 per share. If the Company had adopted the fair value method, the total amount of compensation expense for shares issued under ESPP for the first quarter of fiscal year 2004 would have been approximately $7 (2003 - $12). The fair value of each share issued was estimated on the date of issue using the Black-Scholes option-pricing model with the following assumptions at the measurement date:

Risk-free interest rate: 3.17%
Expected life: 3 months
Estimated volatility in the market price of the common shares: 31.49%
Dividend yield: Nil

Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(Unaudited)
Unless otherwise stated, amounts are in thousands of U.S. dollars except per share amounts.

Had the Company recorded compensation expense based on the fair value of the options at the grant date and shares issued under ESPP, results would have been as follows:

	Three months ended July 31
	2003	2002
Net income – as reported	$9,407	$10,480
Pro forma stock-based compensation expense	263	31
Net income – pro forma	9,144	10,449
Basic net income per share – as reported	0.11	0.13
Pro forma stock-based compensation expense per share	$0.00	$0.00
Basic net income per share – pro forma	0.11	0.13
Diluted net income per share – as reported	0.11	0.13
Pro forma stock-based compensation expense per share	$   0.00	$    0.00
Diluted net income per share – pro forma	0.11	0.13

For the purpose of pro forma disclosure, the estimated fair value of the options is amortized to expense over their vesting period on a straight-line basis. The pro forma disclosure excludes the effect of options granted before the adoption of CICA 3870.

CICA 3870 requires additional disclosures of the Company’s stock-based compensation plans, which have already been provided in note 13, Share Capital, in the 2003 Annual Report. There are no material updates to these disclosures as at July 31, 2003.

3.SHARE CAPITAL

The number of shares outstanding as of July 31, 2003 was 84,188,028 (April 30, 2003 - 84,136,490).

4. SEGMENTED INFORMATION

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) offers 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, hospitality, property management and construction 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.

Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(Unaudited)
Unless otherwise stated, amounts are in thousands of U.S. dollars except per share amounts.

	Three months ended July 31, 2003
	EAS	ISA	Total
Revenues
Software	$10,793	2,056	12,849
Support and services	64,848	17,604	82,452
Hardware	5,143	1,081	6,224
Total revenues	80,784	20,741	101,525
Segment contribution	$13,480	2,966	16,446

	Three months ended July 31, 2002
	EAS	ISA	Total
Revenues
Software	$  7,057	1,756	8,813
Support and services	61,835	21,415	83,250
Hardware	8,037	1,264	9,301
Total revenues	76,929	24,435	101,364
Segment contribution	$14,605	1,890	16,495

Reconciliation of segment contribution to income from operations
before income taxes

	Three months ended July 31
	2003	2002
Segment contribution	$16,446	$  16,495
Corporate expenses - net of recharges	(1,546)	(1,007)
Amortization of intangible assets	(776)	(282)
Interest income, net	270	150
Net restructuring and other unusual items	115	-
Foreign exchange	(407)	1,547
Income from operations before income taxes	$14,102	$ 16,903

5. NET RESTRUCTURING AND OTHER UNUSUAL ITEMS

In the first quarter of fiscal year 2004, the Company recorded a net reversal of $115 in net restructuring and other unusual items, which included a reversal of $477 of accrued liabilities and other provisions recorded in prior years which were no longer required, partially offset by a charge of $362 for severance related to the restructuring of the Company’s business in North America.

Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(Unaudited)
Unless otherwise stated, amounts are in thousands of U.S. dollars except per share amounts.

6. SUBSEQUENT EVENT

On June 26, 2003, the Company announced that it had entered into a definitive merger agreement to acquire Comshare, Incorporated (Comshare), a provider of corporate performance management software, based in Michigan, by way of a cash tender offer for all outstanding shares of Comshare at a price of $4.60 per share, to be followed by a cash merger. The acquisition was effective August 6, 2003. The estimated purchase price, excluding acquisition costs, was approximately $53.7 million.

7. COMPARATIVE FIGURES

Certain prior year’s comparative figures in the financial statements have been reclassified to conform to the current year’s presentation.

Earnings Call

Management will discuss today’s results on a conference call scheduled for this afternoon at 5:30 p.m. E.T.

The conference call can also be accessed by dialing 416.695.5806 (local area) or 800.273.9672 (toll-free). A recording of the teleconference will be archived on Geac’s web site at www.investors.geac.com. The telephone numbers to call for instant replay are 416.695.5800 or 800.408.3053. The pass code for the instant replay is 1471402. This instant replay will be available until 11:59 p.m. September 16, 2003.

The conference call will be broadcast over Geac’s web site at www.investors.geac.com. Attendees will need to log in at least fifteen minutes prior to the call.

Geac will be holding its Annual & Special Meeting of Shareholders at 10:00 a.m. E.T. on September 10, 2003 at the Design Exchange, 234 Bay Street, Toronto-Dominion Centre, Toronto, Ontario M5K 1B2. The event will be broadcast over Geac’s web site at www.investors.geac.com. Attendees will need to log in at least fifteen minutes prior to the start of the event.

About Geac

Geac (TSX: GAC) is a global enterprise software company for Business Performance Management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. 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 had 84,188,028 common shares issued and outstanding at July 31, 2003.

This press release contains forward-looking statements that are based on current expectations, including statements regarding the anticipated benefits to Geac and its customers of the acquisitions of Extensity and Comshare, the effect of those mergers on Geac’s financial condition and results of operations and the success of Geac in selling newly-developed software to new and existing customers. These forward-looking statements entail various risks or uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Important factors that could cause such differences and other risks and uncertainties about Geac’s business are more fully described under the heading “Risks and Uncertainties” in the Management Discussion and Analysis section of Geac’s Annual Report for the year ended April 30, 2003, filed on August 18, 2003, and available through the website maintained by the Canadian Securities Administrators and the Canadian Depository for Securities Limited at www.sedar.com and in Geac’s report on Form 6-K, No. 333-103019, filed on August 21, 2003 with the United States Securities and Exchange Commission, and available through the website maintained by the Commission at www.sec.gov.

For more information, please contact:

Financial Contact:
Arthur Gitajn
CFO
Geac
905.475.0525 ext. 3314
arthur.gitajn@geac.com

Investor Contact:
Melody Firth
Investor Relations
Geac
905.475.0525 ext. 3325
melody.firth@geac.com

Alys Scott
Corporate Communications
Geac
508.871.5000 ext. 5854
alys.scott@geac.com

  EX-99.2 4 e15778ex99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS

Exhibit 99.2

Management Discussion and Analysis

The following management discussion and analysis of results of operations and financial position should be read in conjunction with the financial statements and notes for the first quarter ended July 31, 2003, and the audited financial statements and notes for the fiscal year (FY) ended April 30, 2003. This discussion contains certain forward-looking statements based on current expectations. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. These risks and uncertainties are substantially unchanged from those presented in the Management Discussion and Analysis (MD&A) for the year ended April 30, 2003, under the heading “Risks and Uncertainties”, which are incorporated by reference herein.

Our financial statements are prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”). The financial statements of the Company have historically been reported in Canadian dollars. Effective May 1, 2003, the Company adopted the U.S. dollar as its reporting currency as U.S. dollar denominated operations represent an increasingly significant portion of the Company’s operations. In the first quarter of FY 2004, Canadian operations accounted for less than four percent of the Company’s revenues while U.S. operations accounted for more than 49 percent of the Company’s revenues. Accordingly, changing the Company’s reporting currency from the Canadian dollar to the U.S. dollar will reduce the Company’s currency translation risk. Moreover, with the acquisition of Comshare, a majority of the Company’s revenues will be denominated in U.S. dollars, and management expects that future acquisitions are more likely to be in the U.S. than in other countries. Comparative financial information has been recast as if the U.S. dollar had always been used as the Company’s reporting currency, and financial information has been translated into U.S. dollars for all periods presented. To facilitate comparisons with prior periods, a U.S. dollar Consolidated Statement of Operations for the eight quarters ended April 30, 2003, has been included at the end of this MD&A. As used in this discussion and unless the context otherwise requires or unless otherwise indicated, all references to “Geac,” “we,” “our,” or “the Company” refer to Geac Computer Corporation Limited and its consolidated subsidiaries.

Overview

Geac is a global enterprise software company for business performance management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. Our solutions include cross-industry enterprise application systems (EAS) for financial administration and human resources functions, expense management, time capture, and enterprise resource planning applications for manufacturing, distribution, and supply chain management. These cross-industry applications are marketed globally and span a number of product lines. We also provide industry specific applications (ISA) tailored to the real estate, restaurant, property management, and construction marketplaces, and for libraries and public safety agencies. In addition to our families of software products, we are a reseller of computer hardware and software, and we provide a broad range of professional services, including

 

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application hosting, consulting, implementation services, and training. Headquartered in Markham, Ontario, Canada, Geac employed approximately 2,400 people around the world on July 31, 2003, compared to approximately 2,700 people on July 31, 2002.

Geac today has a presence in the financial back offices of many of the largest companies in the world. These companies rely on Geac software applications for their financial and operational processing. Our objective is to extend our relationships with these customers and to attract new customers by delivering a suite of software solutions that can be integrated with our enterprise application systems and help our customers improve their business performance.

Subsequent to the end of the quarter, effective August 6, 2003, we acquired Comshare, Incorporated (“Comshare”), a leading provider of corporate performance management software for planning, budgeting, forecasting, financial consolidation, management reporting, and analysis. The acquisition was accomplished by way of a cash tender offer for all the outstanding shares of Comshare at a price of $4.60 per share, followed by a cash merger; and the estimated purchase price, excluding acquisition costs, was approximately $53.7 million. Along with the acquisition of Extensity, Inc. (“Extensity”), a provider of solutions to automate employee-based financial systems, completed in the fourth quarter of FY 2003, the acquisition of Comshare is a significant step in the execution of our strategy to expand into the business performance management market.

Results of Operations

Revenue. Revenue for the first quarter of FY 2004, ended July 31, 2003, was $101.5 million, compared to $101.4 million in the first quarter of FY 2003. A $4.0 million increase in software license sales revenue was offset by a $3.1 million decline in hardware revenue and a $0.8 million decline in support and services revenue. Compared to the first quarter of FY 2003, currency fluctuations—primarily attributable to the Euro, which appreciated 20.8 percent against the U.S. dollar, and the British Pound Sterling , which appreciated 10.1 percent against the U.S. dollar—had the net effect of increasing revenues by $7.9 million and increasing expenses by $7.1 million. Revenue in the EAS segment was $80.8 million in the first quarter of FY 2004, compared to $76.9 million in the first quarter of FY 2003. This $3.9 million increase is primarily attributable to $4.6 million in revenue from the Extensity business, which was acquired on March 6, 2003. Excluding revenue attributable to the Extensity business, EAS segment revenue declined by $0.7 million, or 1.0 percent.

EAS software license sales to new and existing customers were $10.8 million, compared to $7.1 million in the first quarter of FY 2003. This $3.7 million increase includes $2.2 million in client server software license sales, primarily due to sales of Extensity software licenses, $1.2 million in mainframe computer software license revenue from upgrades and extensions, and an increase of $0.3 million in midrange computer software license sales. EAS software license revenue is anticipated to continue to grow through the remainder of the fiscal year as a result of license sales from our new Comshare and

 

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Extensity businesses, and from our new System 21 Aurora application, where customer response has exceeded management expectations.

EAS support and services revenue was $64.8 million, compared to $61.8 million in the first quarter of FY 2003. EAS maintenance revenue—primarily contracted support to customers of our licensed software—increased by $1.0 million, or 2.3 percent, from $43.2 million to $44.2 million. This net $1.0 million increase was primarily attributable to an increase of $1.6 million in midrange computer support and an increase of $1.2 million in client server customer support, which were partially offset by a decline of $1.8 million in mainframe support. Acquisitions made since the first quarter of FY 2003 accounted for $1.7 million in EAS maintenance revenue. Other EAS support and services revenue—primarily professional implementation and training services—increased by $2.0 million, which was attributable to the EBC and Extensity acquisitions.

EAS hardware sales revenue was $5.1 million, compared to $8.0 million in the first quarter of FY 2003. This decline is primarily attributable to computer hardware sales in Europe, which declined by $3.0 million, and reflects vendor promotions that accelerated sales in the first quarter of FY 2003, which were not repeated in the first quarter of this fiscal year.

ISA segment revenue was $20.7 million, compared to $24.4 million in the first quarter of FY 2003. This net $3.7 million decline was primarily attributable to revenue from the Interealty division, which declined by $4.0 million, reflecting significant price pressure and customer losses in the core Multiple Listing Service (MLS) application business and the continuing decline in revenue from the MLS book publishing business, which was expected. The decline in Interealty revenue was partially offset by a $0.3 million increase in revenue from other ISA businesses.

Cost of Revenues. Costs of revenues were reduced by $4.6 million, or 10.1 percent, from $45.4 million in the first quarter of FY 2003 to $40.8 million in the first quarter of FY 2004; and gross profit margin (gross profit as a percentage of revenues) increased from 55.2 percent to 59.8 percent. Costs of software license revenues increased by $0.3 million, primarily due to Extensity third party software costs. Costs of support and services, primarily composed of personnel and related costs, were reduced by $1.8 million, or 5.0 percent; and support and services margins increased from 57.3 percent to 59.1 percent. Hardware costs were reduced by $3.1 million, consistent with lower hardware revenue; and hardware margins increased from 10.5 percent in the first quarter of FY 2003 to 15.5 percent in the first quarter of FY 2004. Hardware margins in the first quarter of FY 2003 reflected a low margin $2.0 million hardware sale to a single customer.

Operating Expenses. Operating expenses were $46.5 million, compared to $40.6 million in the first quarter last year. Excluding net restructuring and other unusual items of $0.1 million, operating expenses increased by $6.0 million, or 14.8 percent.

 

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• Sales and marketing expenses increased by $1.4 million, or 9.3 percent; and sales and marketing expenses as a percentage of revenues increased from 14.6 percent in the first quarter of FY 2003 to 15.9 percent in the first quarter of FY 2004. This increase reflects personnel expenses and related sales and marketing costs intended to drive increased new software license revenue.

• Product development expenses increased by $0.8 million, or 6.0 percent; and product development expenses as a percentage of revenues increased from 12.4 percent in the first quarter of FY 2003 to 13.1 percent in the first quarter of FY 2004. This increase is primarily attributable to continuing spending to support the development of applications associated with the Extensity business, which was acquired in the fourth quarter of FY 2003.

• General and administrative (G&A) expenses increased by $3.4 million; and general and administrative expenses as a percentage of revenues increased from 12.8 percent in the first quarter of FY 2003 to 16.1 percent in the first quarter of FY 2004. The net $3.4 million increase is attributable to legal judgment and settlement costs and professional fees. Excluding the $3.4 million increase in legal judgment and settlement costs and professional fees, G&A expenses as a percentage of revenues were 12.8 percent in the first quarter of FY 2004.

Net Restructuring and Other Unusual Items. Net restructuring and other unusual credits in the amount of $0.1 million included a $0.5 million reversal of accrued liabilities and other provisions recorded in prior years which were no longer required, partially offset by a $0.4 million charge for severance related to the restructuring of the Company’s business in North America. There were no net restructuring and other unusual items in the corresponding period of FY 2003.

Amortization of Intangible Assets. Amortization of intangible assets, primarily acquired software, was $0.8 million in the first quarter of FY 2004, compared to $0.3 million in FY 2003. This $0.5 million increase is primarily attributable to amortization of intangible assets associated with the Extensity business, which was acquired in the fourth quarter of FY 2003.

Interest Income and Expense. Net interest income in the first quarter of FY 2004 was $0.3 million, compared to $0.2 million in the first quarter of FY 2003, primarily as a result of higher average cash balances in the first quarter of FY 2004.

Other Income (Expense). Other expense of $0.4 million in the first quarter of FY 2004 was attributable to a net loss on foreign exchange. In the corresponding period last year, other income, in the net amount of $1.4 million, included $1.5 million in foreign exchange gains, partially offset by $0.1 million in losses on the sale of fixed assets.

Income Taxes. The provision for income taxes was $4.7 million in the first quarter of FY 2004, compared to $6.4 million in the corresponding period last year. Of the total $4.7 million provision for income taxes recorded in the first quarter of FY 2004, $3.3 million

 

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reflected utilization of income tax assets, and $1.4 million represented cash taxes. Of the total $6.4 million provision for income taxes recorded in the first quarter of FY 2003, $4.6 million reflected utilization of income tax assets, and $1.8 million represented cash taxes.

Net Income (Loss). Net income was $9.4 million, or $0.11 per diluted share, compared to $10.5 million, or $0.13 per diluted share, in the first quarter of FY 2003. Excluding the $3.4 million increase in general and administrative costs attributable to legal settlement costs and professional fees, tax effected at 37 percent, net income would have been $11.5 million, or $0.14 per diluted share. Compared to the first quarter of FY 2003, currency fluctuations—primarily attributable to the British Pound Sterling and the Euro against the U.S. Dollar—had the effect of increasing net income by $0.8 million, or $0.01 per diluted share.

Liquidity and Financial Condition

At July 31, 2003, cash and cash equivalents totaled $88.6 million, compared to $89.8 million at April 30, 2003. Excluding from the total at July 31, 2003, an increase of $0.9 million from the effect of foreign exchange rates, cash and cash equivalents declined by $2.1 million in the first quarter of FY 2004.

Cash used in operating activities, including the effects of changes in both non-cash working capital and deferred revenue, was $0.5 million in the first quarter of FY 2004, compared to $27.6 million in the first quarter of FY 2003. Cash flow from operating activities in the first quarter of FY 2003 reflected a $25.9 million reduction in accounts payable and accrued liabilities, $12.1 million of which was associated with accrued restructuring charges incurred in the fourth quarter of FY 2002. Excluding changes in non-cash working capital and deferred revenue, cash provided by operating activities was $14.7 million in the first quarter of FY 2004, compared to $17.8 million in the first quarter of FY 2003.

Cash used in investing activities was $1.5 million in the first quarter of FY 2004, including $0.6 million in additions to property, plant, and equipment, and a $0.9 million increase in restricted cash and cash equivalents. In the corresponding period last year, cash provided by investing activities was $0.2 million.

Cash used in financing activities was $0.1 million in the first quarter of FY 2004, including $0.2 million used to repay long-term debt, partially offset by $0.1 million in proceeds from the issuance of common stock. In the corresponding period last year, $0.3 million was used to repay long-term debt.

Accounts receivable, including unbilled receivables, at July 31, 2003, totaled $49.2 million, compared to $61.6 million at the end of FY 2003. This net $12.4 million reduction, which includes the effects of a $0.7 million reduction due to changes in foreign exchange rates, is primarily attributable to lower revenues and collections of outstanding receivables at April 30, 2003.

 

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Prepaid expenses, which are composed of deposits, prepaid maintenance, insurance, and prepaid royalties, increased by $1.5 million, from $11.9 million at the end of FY 2003 to $13.4 million at the end of the first quarter of FY 2004. This increase is primarily due to prepaid expenses associated with the acquisition of Comshare, which was concluded in the second quarter of FY 2004, and other prospective matters.

Accounts payable and accrued liabilities were $90.8 million at the end of the first quarter of FY 2004, compared to $95.0 million at the end of FY 2003. This $4.2 million net reduction is attributable to a $2.6 million reduction in tax-related liabilities, and a $3.7 million reduction in accrued restructuring charges, partially offset by a $0.6 million increase in trade payables and a net $1.5 million increase in other items.

Deferred revenue is composed of deferred maintenance and support revenues, which are recognized ratably over the term of the related maintenance agreement—normally one year—and deferred professional services revenue, which is recognized as such services are performed. Deferred revenue declined by $21.2 million, from $122.6 million at the end of FY 2003 to $101.4 million at the end of the first quarter of FY 2004. Excluding from the total at July 31, 2003, a $0.6 million increase attributable to foreign exchange rates, deferred revenue declined by $21.8 million, which was primarily due to attrition in maintenance and professional services contracts. In the corresponding period last year, deferred revenue declined by $17.8 million, excluding the effect of foreign exchange rates.

Commitments Not Reflected in the Balance Sheet

The Company does not have derivative financial instruments or any equity interests in unconsolidated companies or any other business arrangements related to the foregoing, which would have a material effect on the assets and liabilities of the Company at July 31, 2003.

As disclosed in note 12 to the FY 2003 financial statements and in accordance with Canadian GAAP, the Company has commitments that are not reflected in the balance sheet of the Company. These commitments include operating leases for office equipment and premises, and letters of credit, bank guarantees, and performance bonds that are routinely issued on Geac’s behalf by financial institutions, primarily in connection with premises leases and contracts with public sector customers. The Company does not have any other business arrangements, derivative financial instruments, or any equity interests in unconsolidated companies that would have a material effect on the assets and liabilities of the Company at July 31, 2003.

 

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Geac Computer Corporation Limited
Consolidated Statements of Operations

(For the eight quarters ended April 30, 2003)
(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

				2002				2003
	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Quarter 1 *	Quarter 2	Quarter 3	Quarter 4
Revenues
Software	13,062	13,683	12,266	14,396	8,813	12,170	12,458	15,939
Support and services	97,488	94,992	91,187	87,119	82,468	81,842	80,593	80,439
Hardware	6,647	8,596	9,493	8,357	9,301	7,152	8,736	5,436
Total revenues	117,197	117,271	112,946	109,872	100,582	101,164	101,787	101,814
Cost of revenues
Software	1,307	1,420	904	3,636	1,598	1,384	1,649	1,904
Support and services	45,219	44,535	44,775	39,827	36,453	35,890	34,148	34,578
Hardware	5,276	7,427	7,615	6,452	8,322	5,756	7,536	4,272
Total cost of revenues	51,802	53,382	53,294	49,915	46,373	43,030	43,333	40,754
Gross profit	65,395	63,889	59,652	59,957	54,209	58,134	58,454	61,060
Operating expenses
Sales and marketing	15,543	14,515	14,395	15,007	14,765	13,775	13,556	16,634
Product development	16,086	14,378	14,758	14,014	10,823	11,254	11,059	11,191
General and administrative	14,862	16,420	13,090	11,917	12,990	15,124	15,360	14,786
Net restructuring and other         unusual items	-	(9,344)	-	26,012	-	(733)	-	4,336
Goodwill impairment	-	-	-	-	-	-	-	11,509
Amortization of intangible         assets	276	269	283	281	282	-	248	555
	46,767	36,238	42,526	67,231	38,860	39,420	40,223	59,011
Income (loss) from operations	18,628	27,651	17,126	(7,274)	15,349	18,714	18,231	2,049
Interest income	302	211	323	374	285	303	343	396
Interest expense	(502)	(557)	(887)	(297)	(135)	(119)	(114)	(115)
Other income (expense),          net	(178)	1,220	(812)	374	1,404	127	743	(4,088)
	(378)	874	(1,376)	451	1,554	311	972	(3,807)
Income (loss) from operations    before income taxes	18,250	28,525	15,750	(6,823)	16,903	19,025	19,203	(1,758)
Income taxes	7,166	11,594	8,302	(5,133)	6,423	7,382	7,190	348
Net income (loss) for the period	11,084	16,931	7,448	(1,690)	10,480	11,643	12,013	(2,106)
Basic net income (loss) per    share	0.18	0.23	0.10	(0.02)	0.13	0.15	0.15	(0.03)
Diluted net income (loss) per    share	0.18	0.22	0.09	(0.02)	0.13	0.15	0.15	(0.02)
Weighted average number of    common shares outstanding    (000's)
Basic	62,031	74,326	78,087	78,130	78,146	78,505	80,184	83,766
Diluted	63,088	76,728	81,944	81,439	80,436	80,280	81,662	84,385

* The Consolidated Statements of Operations for the eight quarters ended April 30, 2003, have been translated into U.S. dollars at the weighted average rates for each period in accordance with accounting policies in effect in the fiscal year ended April 30, 2003. As disclosed in Note 1 of the financial statements for the quarter ended July 31, 2003, effective May 1, 2003, the Company changed its policy with respect to the classification of reimbursements received for out-of-pocket expenses and reclassified certain “bug-fixing” expenses from support costs to product development expenses. These changes have not been reflected in the eight quarter historical Statements of Operations presented above, which have been translated into U.S. dollars at the weighted average rates for each period in accordance with accounting policies in effect in the fiscal year ended April 30, 2003. In the Consolidated Statement of Operations for the quarter ended July 31, 2003, results for the comparable period ended July 31, 2002, have been restated to conform with the current year’s presentation. The net effect on results for the quarter ended July 31, 2002, was to increase support and services revenue by $782, to reduce support and services costs by $943, and to increase product development expenses by $1,725. There was no impact on net income for the quarter ended July 31, 2002.

 

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EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2