EX-99.2 3 a07-31846_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Investor Relations:

John Lawlor

613-738-3503

john.lawlor@cognos.com

 

Media Contact:

Carrie Bendzsa

Cognos, 613-738-1440

carrie.bendzsa@cognos.com

 

Cognos® Reports Third Quarter Fiscal Year 2008 Financial Results

 

Ottawa, ON & Burlington, MA, December 20, 2007 – Cognos Incorporated (NASDAQ: COGN; TSX: CSN) (all figures in U.S. dollars), the world leader in business intelligence (BI) and performance management solutions, today announced financial results for its third quarter of fiscal year 2008, ended November 30, 2007.

 

Revenue in the quarter on a U.S. GAAP basis was $288.2 million, compared with $247.8 million for the same period last fiscal year, an increase of 16 percent.  Revenue on a non-GAAP basis (excluding write-down of deferred revenue in connection with the acquisition of Applix) in the quarter was $290.0 million.  License revenue was $108.9 million in the quarter, compared with $94.0 million in the third quarter of last fiscal year, an increase of 16 percent.

 

Net income in the quarter on a U.S. GAAP basis was $31.0 million or $0.37 per diluted share, compared with $16.5 million or $0.18 per diluted share for the same period last fiscal year.  Net income on a non-GAAP basis (excluding write-down of deferred revenue, amortization of acquisition-related intangible assets, stock-based compensation expense and restructuring charges) in the quarter was $43.1 million or $0.51 per diluted share, compared with $43.1 million or $0.48 per diluted share for the same period last fiscal year.

 

Third Quarter Highlights:

 

·      18 contracts greater than $1 million in the third quarter, up from 11 one year ago

·      Revenue growth across all three revenue categories:  license (16%), support (15%), and professional services (19%)

·      441 sales representatives at the end of the third quarter, an increase of 30 from the prior quarter and 77 from a year ago

·      Completed acquisition of Applix

·      Entered into agreement to be acquired by IBM

 

Revenue on a U.S. GAAP basis for the first nine months of fiscal year 2008, ended November 30, 2007, was $777.3 million, compared with $694.7 million for the same period last fiscal year.  Revenue on a non-GAAP basis (excluding write-down of deferred revenue in connection with the acquisition of Applix) for the first nine months was $779.1 million.  Net income on a U.S. GAAP basis in the nine-month period was $79.9 million or $0.92 per diluted share, compared with $54.8 million or $0.61 per diluted share for the same period last fiscal year.  Net income on a non-GAAP basis (excluding write-down of deferred revenue, amortization of acquisition-related intangible assets, stock-based compensation expense and restructuring charges) for the nine-month period was $107.0 million or $1.23 per share, compared with $93.0 million or $1.03 per diluted share for the same period last fiscal year.

 



 

Third quarter operating cash flow was $6.6 million.  The Company exited the quarter with $167.5 million in cash, cash equivalents, and short-term investments.  Days sales outstanding (DSOs) for accounts receivable were 70 days in the quarter.

 

Third quarter non-GAAP net earnings differ from U.S. GAAP net earnings as they exclude $1.8 million of write-down of deferred revenue, $3.3 million of amortization of acquisition-related intangible assets, and $12.1 million of stock-based compensation expense, before taxes, respectively.  This is an increase of $0.14 per share, in the aggregate, after the effect of taxes.  Non-GAAP net earnings for the first nine months differ from U.S. GAAP net earnings as they exclude $1.8 million of write-down of deferred revenue, $6.9 million of amortization of acquisition-related intangible assets, and $27.5 million of stock-based compensation expense, before taxes, respectively.  This is an increase of $0.31 per share, in the aggregate, after the effect of taxes.  A reconciliation of U.S. GAAP to non-GAAP results is included at the end of this press release.

 

Definitive Agreement for IBM to Acquire Cognos

 

On November 12, 2007, IBM and Cognos jointly announced that the two companies had entered into a definitive agreement for IBM to acquire Cognos in an all-cash transaction at a price of approximately $5 billion or $58 per share, with a net transaction value of $4.9 billion.  Additionally, on December 14, 2007, Cognos furnished a Notice of Special Meeting of Shareholders and Management Proxy Circular with the Securities and Exchange Commission and has also filed these materials with the Canadian Securities Regulatory Authorities.  This press release and proxy circular are available on Cognos’ web site (www.cognos.com), the SEC website (www.sec.gov) as well as the Canadian SEDAR website (www.sedar.com).  The transaction remains subject to the receipt of Cognos shareholder approval, court approval, other regulatory clearances, and other customary closing conditions.

 

Safe Harbor for Forward-Looking Statements

 

Certain statements in this press release not based on historical information are forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and forward-looking information within the meaning of Section 138.4(9) of the Ontario Securities Act (collectively, forward-looking statements).  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements.  A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including but not limited to a continuing increase in the number of larger customer transactions and the related lengthening of sales cycles and challenges in executing on these sales opportunities; intense competition in Cognos’ industry and its ability to successfully compete; Cognos’ transition to Cognos 8 and customer acceptance and implementation of Cognos 8; the incursion of enterprise resource planning and other major software companies into the BI market; continued BI and software market consolidation and other competitive changes in the BI and software market; currency fluctuations; the company’s ability to identify, hire, train, motivate, and retain highly qualified management/other key personnel (including sales personnel) and its ability to manage changes and transitions in management/other key personnel; the outcome of litigation against the company; the company’s ability to identify, pursue, and complete acquisitions with desired business results; the impact of the implementation of new accounting pronouncements; the company’s ability to develop, introduce and implement new products as well as enhancements or improvements for existing products that respond to customer/product requirements and rapid technological change; the impact of global economic conditions and the international marketplace on the company’s business; the company’s ability to select and implement appropriate business models, plans and strategies and to execute on them; fluctuations in the company’s tax exposure; unauthorized use

 



 

or misappropriation of the company’s intellectual property; claims by third parties that the company’s software infringes their intellectual property; the risks inherent in international operations, such as the impact of the laws, regulations, rules and pronouncements of foreign jurisdictions and their interpretation by foreign courts, tribunals, regulatory and similar bodies; the ability of IBM and Cognos to consummate the transaction; the conditions to the completion of the transaction, including the receipt of shareholder approval, court approval or the regulatory clearances required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; Cognos is subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; and the other factors described in Cognos’ Annual Report on Form 10-K for the fiscal year ended February 28, 2007 and in its most recent quarterly report filed with the SEC.  The company disclaims any obligation to publicly update or revise any such statements to reflect any change in its expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

 

Additional Information and Where to Find It

 

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Cognos by IBM.  In connection with the proposed acquisition, Cognos has furnished relevant materials to the SEC, and filed these materials with the Canadian Securities Regulatory Authorities including Cognos’ proxy circular.  SHAREHOLDERS OF COGNOS ARE URGED TO READ ALL RELEVANT DOCUMENTS FURNISHED TO THE SEC, AND FILED WITH CANADIAN SECURITIES REGULATORY AUTHORITIES, INCLUDING COGNOS’ PROXY CIRCULAR, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders are able to obtain the documents free of charge at the SEC’s web site (www.sec.gov) or the Canadian SEDAR web site (www.sedar .com).  Cognos shareholders may obtain copies of these documents free of charge by contacting Cognos’ proxy solicitation agent, Georgeson, toll-free at 1-888-605-8414.

 

Participants in Solicitation

 

IBM and its directors and executive officers, and Cognos and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Cognos common shares in respect of the proposed transaction.  Information about the directors and executive officers of IBM is set forth in the proxy statement for IBM’s 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2007.  Information about the directors and executive officers of Cognos is set forth in the proxy statement for Cognos’ 2007 Annual and Special Meeting of Shareholders, which was filed with the SEC on May 24, 2007.  Investors may obtain additional information regarding the interest of such participants by reading the proxy circular regarding the acquisition.

 

Discussion of Non-GAAP Financial Measures

 

In addition to our GAAP results, Cognos discloses adjusted revenues, operating margin percentage, net income and net income per diluted share, referred to respectively as “non-GAAP revenues”, “non-GAAP net income,” and “non-GAAP net income per diluted share.”  These items, which are collectively referred to as “Non-GAAP Measures”, exclude the impact of stock-based compensation, the

 



 

amortization of acquisition-related intangible assets, the restructuring charges related to our margin improvement plan, and the impact on revenue of the write-down of acquired deferred revenue to fair value, as required by GAAP upon the acquisition of Applix, Inc., (collectively “Excluded Items”) as these items are considered non-recurring. From time to time, subject to the review and approval of the audit committee of the Board of Directors, management may make other adjustments for revenues, expenses, gains and losses that it does not consider reflective of core operating performance in a particular period and may modify the Non-GAAP Measures by adjusting these revenues, expenses, gains and losses.  Management makes these adjustments so that core operating performance reflects management’s business activities as well as changes within the software industry.

 

Management defines its core operating performance to be the revenues recorded in a particular period and the expenses incurred within that period which management has the capability of directly affecting in order to drive operating income.  Management has excluded the effect of the deferred revenue adjustment to fair value upon the acquisition of Applix, Inc. as the adjustment will reduce the comparability of future periods performance when renewals occur, which will drive operating income.  The Excluded Items are removed from our core operating performance because the decisions which gave rise to these revenues and expenses were not made to drive revenue in a particular period, but rather were made for our long-term benefit over multiple periods.  While strategic decisions, such as the decisions to issue stock-based compensation, to acquire a company or to restructure the organization, are made to further our long-term strategic objectives and do impact our income statement under GAAP, these items affect multiple periods and management is not able to change or affect these items within any particular period.  Therefore, management excludes these impacts in its planning, monitoring, evaluation and reporting of our underlying revenue-generating operations for a particular period.

 

Prior to the adoption of FAS 123R on March 1, 2006, the beginning of our fiscal year 2007, management’s practice was to exclude stock-based compensation internally to evaluate performance.  With the adoption of FAS 123R, management concluded that the Non-GAAP Measures could provide relevant disclosure to investors as contemplated by Staff Accounting Bulletin 107.  As of the beginning of our fiscal 2007, management also began excluding amortization of acquisition-related intangible assets when assessing appropriate adjustments for non-GAAP presentations.  When we acquired Applix, Inc. in the third quarter of fiscal 2008 management began excluding the impact of charges relating to the write-down of deferred revenue when presenting our Non-GAAP Measures.  While all of these items affect GAAP net income, management does not use them to assess the business’ operational performance for any particular period, and management’s short term compensation is not based on them because: each item affects multiple periods and is unrelated to business performance in a particular period; management is not able to change the items in any particular period; and the items do not contribute to the operational performance of the business for any particular period, or in the case of excluding the write-down of deferred revenue, the exclusion helps the user understand the future ongoing operational performance when the support is renewed.

 

In the case of stock-based compensation, as disclosed in our Annual Report on Form 10-K, Item 11, (which incorporates by reference the Corporation’s Proxy Statement, specifically the Compensation Discussion and Analysis) for the fiscal year ended February 28, 2007 (“2007 Form 10-K”), our compensation strategy is to use stock-based compensation as a key tool to align management “to make strategic decisions and to manage Cognos with a view to increasing shareholder value through an increase in Cognos’ share price over the medium and long-term.” Whether the grant of stock options or restricted share units are part of a Key Employee grant, are merit based or are granted based on meeting specific performance criteria in a measurement period, these grants vest over time and are aimed at long-term employee retention, rather than at motivating or rewarding operational performance for any particular period.  Thus, stock-based compensation expense varies for reasons that are generally unrelated to operational performance in any particular period.  We use annual cash bonus payouts for executives and

 



 

other employees to motivate and reward annual operational performance in the areas of revenue and operating margin achievement.

 

Management views amortization of acquisition-related intangible assets, such as the amortization of an acquired company’s research and development efforts, customer lists and customer relationships, as items arising during the time that preceded the acquisition.  It is a cost that is determined at the time of the acquisition.  While it is continually viewed for impairment, amortization of the cost is a static expense, one that is typically not affected by operations during any particular period, and does not contribute to operational performance in any particular period.

 

The margin improvement plan reflected a fundamental realignment of our business, including significant personnel reductions within higher levels of management.  The restructuring charges are excluded in our non-GAAP Measures because they are significantly different in magnitude and character from routine personnel adjustments that management makes when monitoring and conducting the Corporation’s core operations during any particular period.  The restructuring decision and related expenses are not related to operating performance for any particular period, and are not subject to change by management in any particular period.  Instead, the restructuring was intended to align our business model and expense structure to our position in the market we were experiencing, and expect to continue to experience, over the long term.

 

Management views the impact of the write-down of acquired deferred revenue to fair value, due to purchase accounting, as a non-recurring acquisition only adjustment, and it is not consistent with the method used by management to value the entity when it is acquired.  This has the effect of increasing support revenue to the amounts that would have been recorded in the absence of the purchase accounting adjustments required by GAAP.  Management’s view is that to exclude deferred revenue because of purchase accounting adversely impacts the ability to make comparisons between past and future reports of financial results, as the revenue reduction related to acquired deferred revenue will not recur when related annual software maintenance contracts are renewed in future periods.  Management believes that the inclusion of the amount will render the financial statements easier for investors to understand.

 

Management also uses these Non-GAAP Measures to operate the business because the Excluded Items are not under the control of, and, accordingly, not used in evaluating the performance of, operations personnel within their respective areas of responsibility.  In the case of stock-based compensation expense, the award of stock options is governed by the Human Resources and Compensation Committee of the Board of Directors.  With respect to acquisition-related intangible assets, acquisition-related deferred support revenue write-down and charges associated with the margin improvement plan, these charges arise from acquisitions and a restructuring that are the result of strategic decisions which are not the responsibility of most levels of operational management.  The restructuring charges, like our stock-based compensation charges, acquisition-related deferred support revenue write-down and amortization of acquisition-related intangible assets, are excluded in management’s internal evaluations of our operating results and are not considered for management compensation purposes.

 

Ultimately, the Excluded Items are incurred to further our long-term strategic objectives, rather than to achieve operational performance objectives for any particular period.  As such, supplementing GAAP disclosure with non-GAAP disclosure using the Non-GAAP Measures provides management with an additional view of operational performance by adjusting revenues, expenses, gains and losses that are not directly related to performance in any particular period.  Further, management considers this supplemental information to be beneficial to shareholders because it shows our operating performance without the impact of the Excluded Items that are largely unrelated to the performance of our underlying revenue-generating operations during the period in which they are recorded.  Including such disclosure in

 



 

our filings also provides investors with greater transparency on period-to-period performance and the manner in which management views, conducts and evaluates the business.

 

Because the Non-GAAP Measures are not calculated in accordance with GAAP, they are used by management as a supplement to, and not an alternative to, or superior to, financial measures calculated in accordance with GAAP.  There are a number of limitations on the Non-GAAP Measures, including the following:

 

·              The Non-GAAP Measures do not have standardized meanings and may not be comparable to similar non-GAAP measures used or reported by other software companies.

·              The Non-GAAP Measures do not reflect all costs associated with our operations determined in accordance with GAAP. For example:

 

·      Non-GAAP operating margin performance and non-GAAP net income do not include stock-based compensation expense related to equity awards granted to our workforce.  Cognos’ stock incentive plans are important components of our employee incentive compensation arrangements and are reflected as expenses in our GAAP results under FAS 123R.  While we include the dilutive impact of such equity awards in weighted average shares outstanding, the expense associated with stock-based awards is excluded from our Non-GAAP Measures.

·      While amortization of acquisition-related intangible assets does not directly impact our current cash position, such expense represents the declining value of the technology or other intangible assets that we have acquired.  These assets are amortized over their respective expected economic lives or impaired, if appropriate.  The expense associated with this decline in value is excluded from our non-GAAP disclosures and therefore our Non-GAAP Measures do not include the costs of acquired intangible assets that supplement our research and development.

·      Restructuring charges primarily represent severance charges associated with our margin improvement plan, which was implemented in the third quarter of fiscal 2007.  These charges are a significant expense from a GAAP perspective and the costs associated with the restructuring would be operational in nature absent the margin improvement plan.  Most of the charges are cash expenditures which are excluded from our Non-GAAP Measures.

·      The company excludes the effect of the deferred support revenue write-down associated with the Applix acquisition, which is a required fair value purchase accounting adjustment under GAAP, as management believes that its exclusion is reflective of ongoing operating results.  Thus non-GAAP revenues and non-GAAP net income include a significant revenue adjustment.

 

·              Excluded expenses for stock-based compensation and amortization of acquisition-related intangible assets will recur and will impact our GAAP results.  While adjustments to revenue for acquired deferred maintenance and restructuring costs are non-recurring activities, their occasional occurrence will impact GAAP results.  As such, the Non-GAAP Measures should not be construed as an inference that the excluded items are unusual, infrequent or non-recurring.

 

Because of these limitations, management recognizes that the Non-GAAP Measures should not be considered in isolation or as an alternative to our results as reported under GAAP.  Management compensates for theses limitations by relying on the Non-GAAP Measures only as a supplement to our GAAP results.

 



 

About Cognos:

 

Cognos, the world leader in business intelligence and performance management solutions, provides world-class enterprise planning and BI software and services to help companies plan, understand and manage financial and operational performance.

 

Cognos brings together technology, analytical applications, best practices, and a broad network of partners to give customers a complete performance system.  The Cognos performance system is an open and adaptive solution that leverages an organization’s ERP, packaged applications, and database investments.  It gives customers the ability to answer the questions – How are we doing?  Why are we on or off track?  What should we do about it? – and enables them to understand and monitor current performance while planning future business strategies.

 

Cognos serves more than 23,000 customers in more than 135 countries, and its top 100 enterprise customers consistently outperform market indexes.  Cognos performance management solutions and services are also available from more than 3,000 worldwide partners and resellers.  For more information, visit the Cognos Web site at http://www.cognos.com.

 

###

 

Cognos and the Cognos logo are trademarks or registered trademarks of Cognos Incorporated in the United States and/or other countries.  All other names are trademarks or registered trademarks of their respective companies.

 

Note to Editors:  Copies of previous Cognos press releases and Corporate and product information are available on the Cognos Web site at www.cognos.com, and at Businesswire’s site at www.businesswire.com

 



 

SUPPLEMENTARY INFORMATION (unaudited):

 

 

 

FY 2007

 

FY 2008

 

 

 

Q3

 

Q4

 

Q1

 

Q2

 

Q3

 

 

 

 

 

 

 

 

 

 

 

 

 

Total License Revenue ($000s)

 

93,994

 

130,477

 

75,692

 

87,020

 

108,920

 

 

 

 

 

 

 

 

 

 

 

 

 

Year-Over-Year License Revenue Growth

 

24

%

11

%

3

%

12

%

16

%

 

 

 

 

 

 

 

 

 

 

 

 

Geographic Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue ($000s)

 

 

 

 

 

 

 

 

 

 

 

Americas

 

140,783

 

161,448

 

135,208

 

150,164

 

159,361

 

Europe

 

85,788

 

101,724

 

82,833

 

82,332

 

103,275

 

Asia/Pacific

 

21,228

 

21,363

 

18,613

 

19,871

 

25,608

 

 

 

 

 

 

 

 

 

 

 

 

 

% of Total

 

 

 

 

 

 

 

 

 

 

 

Americas

 

56

%

57

%

57

%

59

%

55

%

Europe

 

35

%

36

%

35

%

33

%

36

%

Asia/Pacific

 

9

%

7

%

8

%

8

%

9

%

 

 

 

 

 

 

 

 

 

 

 

 

Year-Over-Year Revenue Growth –Total

 

 

 

 

 

 

 

 

 

 

 

Americas

 

15

%

9

%

4

%

9

%

13

%

Europe

 

18

%

16

%

15

%

14

%

20

%

Asia/Pacific

 

24

%

18

%

25

%

(3

)%

21

%

 

 

 

 

 

 

 

 

 

 

 

 

Year-Over-Year Revenue Growth – In Local Currency

 

 

 

 

 

 

 

 

 

 

 

Americas

 

15

%

10

%

4

%

9

%

11

%

Europe

 

8

%

6

%

7

%

7

%

9

%

Asia/Pacific

 

20

%

14

%

18

%

(8

)%

9

%

 

 

 

 

 

 

 

 

 

 

 

 

Orders (License, Support, Services)

 

 

 

 

 

 

 

 

 

 

 

> $ 1M

 

11

 

25

 

7

 

9

 

18

 

> $200K

 

140

 

285

 

127

 

129

 

196

 

> $ 50K

 

806

 

1,437

 

761

 

787

 

983

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Selling Price (License Orders Only) ($000s)

 

 

 

 

 

 

 

 

 

 

 

> $ 50K

 

222

 

198

 

200

 

205

 

205

 

 

 

 

 

 

 

 

 

 

 

 

 

New vs Existing License Revenue – % of Total

 

 

 

 

 

 

 

 

 

 

 

New

 

23

%

29

%

28

%

32

%

26

%

Existing

 

77

%

71

%

72

%

68

%

74

%

 

 

 

 

 

 

 

 

 

 

 

 

Channel – License Revenue – % of Total

 

 

 

 

 

 

 

 

 

 

 

Direct

 

73

%

70

%

74

%

74

%

72

%

Third Party

 

27

%

30

%

26

%

26

%

28

%

 

 

 

 

 

 

 

 

 

 

 

 

Other Statistics

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents, and short-term investments ($000s)

 

599,273

 

691,893

 

654,020

 

439,417

 

167,504

 

 

 

 

 

 

 

 

 

 

 

 

 

Days sales outstanding

 

61

 

70

 

63

 

57

 

70

 

 

 

 

 

 

 

 

 

 

 

 

 

Total employees

 

3,494

 

3,557

 

3,636

 

3,749

 

4,006

 

 



 

COGNOS INCORPORATED

 

CONSOLIDATED STATEMENTS OF INCOME

 

(US$000s except share amounts, U.S. GAAP)
(Unaudited)

 

 

 

Three months ended
November 30,

 

Nine months ended
November 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Product license

 

$

108,920

 

$

93,994

 

$

271,632

 

$

245,734

 

Product support

 

124,422

 

107,771

 

353,037

 

311,214

 

Services

 

54,902

 

46,034

 

152,596

 

137,781

 

Total revenue

 

288,244

 

247,799

 

777,265

 

694,729

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

Cost of product license

 

1,850

 

1,773

 

4,813

 

4,975

 

Cost of product support

 

11,905

 

12,977

 

35,150

 

35,588

 

Cost of services

 

41,365

 

44,586

 

121,809

 

121,907

 

Amortization of acquired technology

 

2,599

 

1,396

 

5,542

 

4,188

 

Total cost of revenue

 

57,719

 

60,732

 

167,314

 

166,658

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

230,525

 

187,067

 

609,951

 

528,071

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

162,398

 

137,663

 

423,135

 

373,236

 

Research and development

 

38,845

 

36,436

 

109,058

 

103,584

 

Amortization of acquisition-related intangible assets

 

740

 

305

 

1,404

 

916

 

Total operating expenses

 

201,983

 

174,404

 

533,597

 

477,736

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

28,542

 

12,663

 

76,354

 

50,335

 

Interest and other income, net

 

1,529

 

6,567

 

16,004

 

17,794

 

 

 

 

 

 

 

 

 

 

 

Income before taxes

 

30,071

 

19,230

 

92,358

 

68,129

 

Income tax provision

 

(885

)

2,687

 

12,471

 

13,288

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

30,956

 

$

16,543

 

$

79,887

 

$

54,841

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.37

 

$

0.19

 

$

0.93

 

$

0.61

 

Diluted

 

$

0.37

 

$

0.18

 

$

0.92

 

$

0.61

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares (000s)

 

 

 

 

 

 

 

 

 

Basic

 

83,596

 

89,373

 

86,226

 

89,662

 

Diluted

 

84,692

 

90,187

 

87,027

 

90,412

 

 



 

COGNOS INCORPORATED

 

CONSOLIDATED BALANCE SHEETS

 

(US$000s, U.S. GAAP)

(Unaudited)

 

 

 

November 30,
2007

 

February 28,
2007

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

167,504

 

$

376,762

 

Short-term investments

 

 

315,131

 

Accounts receivable

 

224,554

 

221,393

 

Income taxes receivable

 

12,429

 

2,274

 

Prepaid expenses and other current assets

 

27,675

 

29,724

 

Deferred tax assets

 

19,366

 

13,768

 

 

 

451,528

 

959,052

 

Fixed assets, net

 

86,995

 

72,256

 

Intangible assets, net

 

79,082

 

17,767

 

Other assets

 

25,316

 

5,642

 

Non-current income tax receivable

 

2,125

 

 

Deferred tax assets

 

22,441

 

5,950

 

Goodwill

 

485,557

 

232,094

 

 

 

$

1,153,044

 

$

1,292,761

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Short term borrowings

 

$

19,893

 

$

 

Accounts payable

 

48,436

 

36,970

 

Accrued charges

 

48,874

 

36,628

 

Salaries, commissions, and related items

 

85,936

 

96,970

 

Income taxes payable

 

6,329

 

8,743

 

Deferred income taxes

 

11,648

 

6,363

 

Deferred revenue

 

236,550

 

284,896

 

 

 

457,666

 

470,570

 

Non-current income tax payable

 

56,806

 

 

Deferred income taxes

 

25,164

 

30,751

 

 

 

539,636

 

501,321

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Capital stock

 

 

 

 

 

Common shares and additional paid-in capital (November 30, 2007 – 84,075,356; February 28, 2007 – 89,725,774)

 

581,605

 

535,589

 

Treasury shares (November 30, 2007 – 1,130,409; February 28, 2007 – 617,369)

 

(44,004

)

(22,064

)

Retained earnings

 

81,452

 

273,575

 

Accumulated other comprehensive income

 

(5,645

)

4,340

 

 

 

613,408

 

791,440

 

 

 

$

1,153,044

 

$

1,292,761

 

 



 

COGNOS INCORPORATED

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(US$000s, U.S. GAAP)

(Unaudited)

 

 

 

Three months ended
November 30,

 

Nine months ended
November 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income

 

$

30,956

 

$

16,543

 

$

79,887

 

$

54,841

 

Non-cash items

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

9,472

 

8,101

 

24,325

 

22,701

 

Stock-based compensation

 

9,378

 

5,523

 

24,505

 

15,266

 

Deferred income taxes

 

1,034

 

1,669

 

(1,530

)

6,437

 

Non-current income taxes

 

1,745

 

 

6,068

 

 

Loss (gain) on disposal of fixed assets

 

28

 

(200

)

84

 

316

 

Change in non-cash working capital

 

 

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

(47,891

)

(23,191

)

18,018

 

53,084

 

Increase in income tax receivable

 

(5,712

)

(184

)

(10,135

)

(5,976

)

Decrease in prepaid expenses and other current assets

 

7,519

 

3,206

 

6,253

 

10,619

 

Increase (decrease) in accounts payable

 

7,708

 

3,313

 

260

 

(6,683

)

Increase in accrued charges

 

4,855

 

4,444

 

6,093

 

5,702

 

Increase (decrease) in salaries, commissions, and related items

 

7,527

 

23,517

 

(24,504

)

14,922

 

Decrease in income taxes payable

 

(4,052

)

(2,439

)

(2,862

)

(1,588

)

Decrease in deferred revenue

 

(16,000

)

(16,846

)

(67,687

)

(57,414

)

Net cash provided by operating activities

 

6,567

 

23,456

 

58,775

 

112,227

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Maturity of short-term investments

 

70,778

 

142,608

 

531,051

 

519,577

 

Purchase of short-term investments

 

(10,000

)

(281,429

)

(213,863

)

(705,551

)

Additions to fixed assets

 

(8,183

)

(4,263

)

(20,676

)

(15,178

)

Additions to intangible assets

 

(504

)

(366

)

(1,289

)

(1,062

)

Decrease (increase) in other assets

 

(15,447

)

87

 

(18,775

)

(132

)

Acquisition costs, net of cash and cash equivalents

 

(297,397

)

 

(297,397

)

 

Net cash used in investing activities

 

(260,753

)

(143,363

)

(20,949

)

(202,346

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Increase in short-term borrowings

 

19,893

 

 

19,893

 

 

Issue of common shares

 

34,868

 

27,298

 

44,765

 

40,809

 

Purchase of treasury shares

 

(1,789

)

(15,913

)

(28,197

)

(18,458

)

Repurchase of shares

 

 

(50,075

)

(279,046

)

(75,073

)

Net cash provided by (used in) financing activities

 

52,972

 

(38,690

)

(242,585

)

(52,722

)

Effect of exchange rate changes on cash

 

(10,360

)

(625

)

(4,499

)

2,484

 

Net decrease in cash and cash equivalents

 

(211,574

)

(159,222

)

(209,258

)

(140,357

)

Cash and cash equivalents, beginning of period

 

379,078

 

417,499

 

376,762

 

398,634

 

Cash and cash equivalents, end of period

 

167,504

 

258,277

 

167,504

 

258,277

 

Short-term investments, end of period

 

 

340,996

 

 

340,996

 

Cash, cash equivalents, and short-term investments, end of period

 

167,504

 

$

599,273

 

167,504

 

$

599,273

 

 



 

COGNOS INCORPORATED

Unaudited Reconciliation of Non-GAAP Adjustments

(US$000s except share amounts, U.S. GAAP)

 

The following tables reflect selected Cognos’ non-GAAP results reconciled to GAAP results:

 

 

 

Three months ended
November 30,

 

Nine months ended
November 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Revenue

 

 

 

 

 

 

 

 

 

GAAP Revenue

 

$

288,244

 

$

247,799

 

$

777,265

 

$

694,729

 

Plus:

 

 

 

 

 

 

 

 

 

Deferred support revenue write-down

 

1,798

 

 

1,798

 

 

Non-GAAP Revenue

 

$

290,042

 

$

247,799

 

$

779,063

 

$

694,729

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

 

 

GAAP Operating Income

 

$

28,542

 

$

12,663

 

$

76,354

 

$

50,335

 

Plus:

 

 

 

 

 

 

 

 

 

Deferred support revenue write-down

 

1,798

 

 

1,798

 

 

Amortization of acquisition-related intangible assets

 

3,339

 

1,701

 

6,946

 

5,104

 

Stock-based compensation expense

 

12,142

 

7,126

 

27,544

 

17,961

 

Restructuring charge

 

 

26,898

 

(312

)

26,898

 

Non-GAAP Operating Income

 

$

45,821

 

$

48,388

 

$

112,330

 

$

100,298

 

 

 

 

 

 

 

 

 

 

 

Operating Margin Percentage

 

 

 

 

 

 

 

 

 

GAAP Operating Margin Percentage

 

9.9

%

5.1

%

9.8

%

7.2

%

Plus:

 

 

 

 

 

 

 

 

 

Deferred support revenue write-down

 

0.6

 

0.0

 

0.2

 

0.0

 

Amortization of acquisition-related intangible assets

 

1.2

 

0.7

 

0.9

 

0.7

 

Stock-based compensation expense

 

4.2

 

2.9

 

3.5

 

2.6

 

Restructuring charge

 

0.0

 

10.8

 

0.0

 

3.9

 

Non-GAAP Operating Margin Percentage

 

15.9

%

19.5

%

14.4

%

14.4

%

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

GAAP Net Income

 

$

30,956

 

$

16,543

 

$

79,887

 

$

54,841

 

Plus:

 

 

 

 

 

 

 

 

 

Deferred support revenue write-down

 

1,798

 

 

1,798

 

 

Amortization of acquisition-related intangible assets

 

3,339

 

1,701

 

6,946

 

5,104

 

Stock-based compensation expense

 

12,142

 

7,126

 

27,544

 

17,961

 

Restructuring charge

 

 

26,898

 

(312

)

26,898

 

Less:

 

 

 

 

 

 

 

 

 

Income tax effect of deferred support revenue write-down

 

(637

)

 

(637

)

 

Income tax effect of amortization of acquisition-related intangible assets

 

(1,201

)

(645

)

(2,421

)

(1,916

)

Income tax effect of stock-based compensation expense

 

(3,280

)

(2,108

)

(5,920

)

(3,567

)

Income tax effect of restructuring charge

 

 

(6,371

)

117

 

(6,371

)

Non-GAAP Net Income

 

$

43,117

 

$

43,144

 

$

107,002

 

$

92,950

 

 

 

 

 

 

 

 

 

 

 

Net Income per diluted share

 

 

 

 

 

 

 

 

 

GAAP Net Income per diluted share

 

$

0.37

 

$

0.18

 

$

0.92

 

$

0.61

 

Plus:

 

 

 

 

 

 

 

 

 

Deferred support revenue write-down

 

0.02

 

 

0.02

 

 

Amortization of acquisition-related intangible assets

 

0.04

 

0.02

 

0.08

 

0.05

 

Stock-based compensation expense

 

0.14

 

0.08

 

0.32

 

0.20

 

Restructuring charge

 

 

0.30

 

 

0.30

 

Less:

 

 

 

 

 

 

 

 

 

Income tax effect of deferred support revenue write-down

 

(0.01

)

 

(0.01

)

 

Income tax effect of amortization of acquisition-related intangible assets

 

(0.01

)

(0.01

)

(0.03

)

(0.02

)

Income tax effect of stock-based compensation expense

 

(0.04

)

(0.02

)

(0.07

)

(0.04

)

Income tax effect of restructuring charge

 

 

(0.07

)

 

(0.07

)

Non-GAAP Net Income per diluted share

 

$

0.51

 

$

0.48

 

$

1.23

 

$

1.03

 

Shares used in computing diluted net income per share

 

84,692

 

90,187

 

87,027

 

90,412

 

 



 

The following table shows the classification of stock-based compensation expense:

 

 

 

Three months ended
November 30,

 

Nine months ended
November 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Cost of Product Support

 

$

145

 

$

94

 

$

401

 

$

255

 

Cost of Services

 

222

 

214

 

649

 

560

 

Selling, General and Administrative

 

10,974

 

6,311

 

24,201

 

15,716

 

Research and Development

 

801

 

507

 

2,293

 

1,430

 

Total

 

$

12,142

 

$

7,126

 

$

27,544

 

$

17,961

 

 

The following table shows the classification of the restructuring charge:

 

 

 

Nine months ended
November 30,

 

 

 

2007

 

2006

 

Cost of Product Support

 

$

(12

)

$

1,351

 

Cost of Services

 

 

5,361

 

Selling, General and Administrative

 

(313

)

15,256

 

Research and Development

 

13

 

4,930

 

Total

 

$

(312

)

$

26,898