EX-99.1 7 cognosex991_72919.htm SELECTED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 Selected Consolidated Financial Statements

Exhibit 99.1

COGNOS INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(US$000s except share amounts, CDN GAAP)
(Unaudited)

            
  Three months ended
November 30,
  Nine months ended
November 30,
 

    2004   2003   2004   2003  

        (restated )     (restated )
Revenue      Note 3       Note 3  
   Product license  $   91,580   $   72,551   $ 233,012   $ 192,586  
   Product support  81,031   68,676   231,974   198,965  
   Services  37,755   31,000   104,219   89,420  

Total revenue  210,366   172,227   569,205   480,971  

Cost of revenue 
   Cost of product license  578   1,121   1,745   3,338  
   Cost of product support  8,508   7,051   22,757   20,793  
   Cost of services  28,574   22,924   81,506   65,286  

Total cost of revenue  37,660   31,096   106,008   89,417  

Gross margin  172,706   141,131   463,197   391,554  

Operating expenses 
   Selling, general, and administrative  102,206   85,959   282,945   247,692  
   Research and development  26,987   22,265   76,694   67,273  
   Amortization of stock based compensation  4,989   5,905   12,275   19,074  
   Amortization of intangible assets  1,922   2,601   5,163   7,671  
   Investment tax credits  (4,411 ) (4,609 ) (12,005 ) (11,864 )

Total operating expenses  131,693   112,121   365,072   329,846  

Operating income  41,013   29,010   98,125   61,708  
Interest expense  (22 ) (552 ) (101 ) (877 )
Interest income  1,909   975   5,094   3,562  

Income before taxes  42,900   29,433   103,118   64,393  
Income tax provision  12,914   11,412   32,140   29,626  

Net income  $   29,986   $   18,021   $   70,978   $   34,767  
Retained earnings at beginning of the period  228,245   245,629   205,768   215,714  
Retroactive adjustment due to change in accounting 
   policy  --   (90,939 ) --   (77,770 )
Repurchase of shares  (7,446 ) --   (25,961 ) --  

Retained earnings at end of the period  $ 250,785   $ 172,711   $ 250,785   $ 172,711  

Net income per share 
   Basic  $0.33   $0.20   $0.79   $0.39  

   Diluted  $0.32   $0.19   $0.76   $0.38  

Weighted average number of shares (000s) 
   Basic  90,621   89,692   90,364   89,133  

   Diluted  93,235   92,614   92,925   91,779  

(See accompanying notes)

62


COGNOS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(US$000s, CDN GAAP)

           
  November 30,
2004
  February 29,
2004
 

Assets   (Unaudited ) (Note 1 )
Current assets 
  Cash and cash equivalents  $ 313,937   $ 224,830  
  Short-term investments  125,430   163,411  
  Accounts receivable  142,763   152,859  
  Prepaid expenses and other current assets  14,832   16,668  
  Deferred tax assets  1,656   2,445  

   598,618   560,213  
Fixed assets  73,622   71,292  
Intangible assets  29,722   25,269  
Goodwill  222,883   172,323  

   $ 924,845   $ 829,097  

Liabilities  
Current liabilities 
  Accounts payable  $   33,415   $   30,698  
  Accrued charges  30,524   25,483  
  Salaries, commissions, and related items  68,576   59,903  
  Income taxes payable  13,809   5,875  
  Deferred revenue  153,137   178,752  

   299,461   300,711  
Deferred income taxes  22,932   18,730  

   322,393   319,441  

Stockholders’ Equity  
Capital stock 
  Common shares and additional paid-in capital 
     (November 30, 2004 - 90,825,717; February 29, 2004 - 89,902,895)  392,139   339,297  
  Treasury shares 
      (November 30, 2004 - 46,375; February 29, 2004 - 43,500)  (1,199 ) (1,065 )
  Deferred stock-based compensation  (42,872 ) (32,903 )
Retained earnings  250,785   205,768  
Accumulated other comprehensive income (loss)  3,599   (1,441 )

   602,452   509,656  

   $ 924,845   $ 829,097  

(See accompanying notes)

63


COGNOS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(US$000s, CDN GAAP)
(Unaudited)

                   
    Three months ended
November 30,
  Nine months ended
November 30,
 

   2004   2003   2004   2003  

Cash flows from operating activities  
   Net income  $   29,986   $   18,021   $   70,978   $   34,767  
   Non-cash items 
     Depreciation and amortization  7,909   7,744   21,411   23,182  
     Amortization of deferred stock-based compensation  5,098   6,120   12,789   19,679  
     Amortization of other deferred compensation  --   44   7   168  
     Deferred income taxes  (1,440 ) 1,057   (86 ) 4,772  
     Loss on disposal of fixed assets  89   76   213   539  

   41,642   33,062   105,312   83,107  
Change in non-cash working capital 
  Decrease (increase) in accounts receivable  (14,405 ) (5,716 ) 22,056   26,181  
  Decrease (increase) in prepaid expenses and other current assets  3,980   2,327   4,151   (1,533 )
  Increase (decrease) in accounts payable  3,864   837   (3,121 ) (9,941 )
  Decrease in accrued charges  (2,346 ) (4,610 ) (4,243 ) (11,682 )
  Increase (decrease) in salaries, commissions, and related items  8,580   6,647   1,305   (7,141 )
  Increase (decrease) in income taxes payable  7,630   3,967   7,586   5,126  
  Decrease in deferred revenue  (10,051 ) (7,314 ) (31,542 ) (22,665 )

Net cash provided by operating activities  38,894   29,200   101,504   61,452  

Cash flows from investing activities  
   Maturity of short-term investments  75,897   88,663   320,571   205,473  
   Purchase of short-term investments  (125,460 ) (144,406 ) (282,421 ) (277,445 )
   Additions to fixed assets  (4,261 ) (5,784 ) (11,971 ) (17,282 )
   Additions to intangible assets  (242 ) (381 ) (771 ) (1,067 )
   Acquisition costs, net of cash and cash equivalents  (49,706 ) (254 ) (49,706 ) (484 )

Net cash used in investing activities  (103,772 ) (62,162 ) (24,298 ) (90,805 )

Cash flows from financing activities  
   Issue of common shares  12,978   8,896   32,143   27,005  
   Purchase of treasury shares  --   --   (335 ) (564 )
   Repurchase of shares  (7,965 ) --   (27,820 ) --  
   Decrease in long-term debt and long-term liabilities  --   --   --   (1,697 )

Net cash provided by (used in) financing activities  5,013   8,896   3,988   24,744  

Effect of exchange rate changes on cash  9,020   4,111   7,913   8,248  

Net increase (decrease) in cash and cash equivalents  (50,845 ) (19,955 ) 89,107   3,639  
Cash and cash equivalents, beginning of period  364,782   186,182   224,830   162,588  

Cash and cash equivalents, end of period  313,937   166,227   313,937   166,227  
Short-term investments, end of period  125,430   154,668   125,430   154,668  

Cash, cash equivalents, and short-term investments, end of period  $ 439,367   $ 320,895   $ 439,367   $ 320,895  

(See accompanying notes)

64


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

1.   Basis of Presentation

  The accompanying unaudited consolidated financial statements have been prepared by the Corporation in United States (“U.S.”) dollars and in accordance with Canadian generally accepted accounting principles (“GAAP”) with respect to interim financial statements applied on a consistent basis. The consolidated balance sheet as at February 29, 2004 has been extracted from the audited consolidated financial statements at that date. These consolidated financial statements do not include all of the information and footnotes required in the preparation of annual consolidated financial statements. These unaudited condensed notes to the consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Corporation’s Annual Information Form for the fiscal year ended February 29, 2004.

  The preparation of these unaudited consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments (which include only normal, recurring adjustments) necessary to state fairly the results for the periods presented. Actual results could differ from these estimates and the operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

  All information is presented in U.S. dollars, unless otherwise stated. Consolidated financial statements prepared in accordance with U.S. GAAP, in U.S. dollars, are made available to all shareholders, and filed with various regulatory authorities.

2.   Revenue Recognition

  The Corporation recognizes revenue in accordance with Statement of Position (“SOP”) 97-2, Software Revenue Recognition, issued by the American Institute of Certified Public Accountants.

  Substantially all of the Corporation’s product license revenue is earned from licenses of off-the-shelf software requiring no customization. Revenue from these licenses is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is probable. If a license includes the right to return the product for refund or credit, revenue is deferred, until the right of return lapses.

  Revenue from product support contracts is recognized ratably over the life of the contract. Incremental costs directly attributable to the acquisition of product support contracts, and that would not have been incurred but for the acquisition of that contract, are deferred and expensed in the period the related revenue is recognized. These costs include commissions payable on sales of support contracts.

65


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  Services revenue from education, consulting, and other services is recognized at the time such services are rendered. Many of the Corporation’s sales include both software and services. Where the service is (1) not essential to the functionality of any other element of the transaction and (2) stated separately such that the total price of the arrangement is expected to vary as a result of the inclusion or exclusion of the service, the software element is accounted for separately from the service element. Where these two criteria are not met, the entire arrangement is accounted for using the percentage of completion method in accordance with SOP 81-1, Accounting for Performance of Construction Type and Certain Production Type Contracts.

  For contracts with multiple obligations (e.g., delivered and undelivered products, support obligations, education, consulting, and other services), the Corporation allocates revenue to the undelivered items of the contract based on objective and reliable evidence of their fair value. Fair value is assigned to the delivered item using the residual method as outlined in Emerging Issues Committee Abstract 142, Revenue Arrangement with Multiple Deliverables. Under the residual method, the amount of consideration allocated to the delivered item equals the total arrangement consideration less the fair value of the undelivered items. Objective and reliable evidence of the fair value of product support elements is the renewal rate for such contracts and, for service elements, is the normal pricing and discounting practices for those products when they are sold separately; the residual is then assigned to the license element of the contract.

3.   Changes in Accounting Policy

  In the fourth quarter of fiscal 2004, the Corporation adopted CICA Handbook section 3870, Stock-based Compensation and Other Stock-based payments, (“CICA 3870”) which requires the fair value based method of accounting for all stock-based compensation earned during the year. Under this method, the fair value of options is estimated on the date of grant and is recognized as compensation expense over the vesting period of the options. For stock purchase plans, the discount offered to employees is also considered as compensation expense and deducted from income. Prior to fiscal 2004, the Corporation accounted for all grants of options to directors and employees in accordance with the intrinsic value method of accounting for stock-based compensation which requires a compensation expense to be recorded if the exercise price of each option was less than the fair market value on the date immediately preceding the date of grant.

  This change was applied retroactively effective March 1, 2003 to all stock options outstanding at March 1, 2000. The results of operations for the three and nine-month periods ended November 30, 2003 have been restated and an adjustment to the opening balance of retained earnings at March 1, 2003 has been made to reflect the cumulative effect of the change on prior periods. This is in accordance with the transitional provisions of CICA 3870.

  The effect of this change was to decrease net earnings by $4,989,000 or $0.05 per share and by $5,905,000 or $0.06 per share for the three-month periods ended November 30, 2004 and November 30, 2003, respectively. For the nine-month periods ended November 30, 2004 and November 30, 2003, net earnings decreased by $12,275,000 or $0.13 per share and by $19,074,000 or $0.21 per share, respectively, due to this change. The opening retained earnings at March 1, 2003 and September 1, 2003 have been reduced by $77,770,000 and $90,939,000, respectively, due to this change in accounting policy.

66


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

   Three months ended
November 30,
Nine months ended
November 30,

   2004 2003 2004 2003

Risk-free interest rates   3 .2% 3 .0% 3 .2% 2 .9%
Expected volatility  51 .0% 57 .1% 51 .0% 57 .2%
Dividend yield  0 .0% 0 .0% 0 .0% 0 .0%
Expected life of options (years)  4 .3 4 .3 4 .3 4 .3

4.   Goodwill

  During the three and nine months ended November 30, 2004, there were additions to goodwill in the amount of $50,560,000 resulting from the acquisition of Frango AB (“Frango”). See Note 11. During the three and nine months ended November 30, 2003, there were additions to goodwill of $254,000 and $484,000, respectively. The additions during the three and nine months ended November 30, 2003 were related to additional consideration paid to the former shareholders of Teijin Cognos Incorporated (“TCI”). This additional consideration was based on the net revenue of TCI during each quarter as per the terms of the original purchase agreement. The Corporation has designated the beginning of its fiscal year as the date for the annual impairment test, and performed the required test as of March 1, 2004. Based on this test, goodwill is not considered to be impaired.

   Three months ended
November 30,
Nine months ended
November 30,

   2004 2003 2004 2003

   ($000s) ($000s)
Beginning balance   $172,323   $170,221   $172,323   $169,991  
Additions  50,560   254   50,560   484  

Closing balance  $222,883   $170,475   $222,883   $170,475  

67


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

5.   Intangible Assets

  As at November 30,
2004
As at February 29,
2004

  Cost Accumulated
Amortization
Cost Accumulated
Amortization
Amortization
Rate

  ($000s) ($000s)
Acquired technology   $   40,419   $21,351   $ 33,381   $18,161   20 %
In-process technology  38,400   37,523   38,400   36,774   20 %
Deferred compensation  8,945   8,945   8,945   8,938   Compensation
Period
Contractual relationships  9,608   1,878   7,800   1,109   12 .5%
Trademarks and patents  4,390   2,343   3,620   1,895   20 %
  
 
 
 
   
   101,762   $72,040   92,146   $66,877    
    
   
   
  (72,040 )   (66,877 )    
  
   
     
Net book value  $   29,722     $ 25,269      
  
   
     
  During the three and nine months ended November 30, 2004, there were additions to acquired technology and contractual relationships in the amount of $7,038,000 and $1,808,000, respectively, resulting from the acquisition of Frango. See Note 11. During the three and nine months ended November 30, 2004, there were additions to trademarks and patents in the amount of $241,000 and $770,000, respectively.

  Amortization of intangible assets was $1,922,000 and $2,601,000 in the quarters ended November 30, 2004 and November 30, 2003, respectively, and was $5,163,000 and $7,671,000 in the nine months ended November 30, 2004 and November 30, 2003, respectively. The estimated amortization expense related to intangible assets is as follows ($000s):

2005 (Q4)   $2,050  
2006  7,797  
2007  7,060  
2008  6,407  
2009  2,883  
2010  2,103  
2011 and thereafter  1,422  

68


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

6.   Commitments and Contingencies

  Customer Indemnification

  The Corporation has entered into licensing agreements with customers that include limited intellectual property indemnification clauses. These clauses are typical in the software industry and require the Corporation to compensate the customer for certain liabilities and damages incurred as a result of third party intellectual property claims arising from these transactions. The Corporation has not made any significant indemnification payments as a result of these clauses and, in accordance with Accounting Standards Boards Accounting Guideline (“AcG”) No. 14 Disclosure of Guarantees, has not accrued any amounts in relation to these indemnification clauses.

  Legal Proceedings

  The Corporation and its subsidiaries may, from time to time, be involved in legal proceedings, claims, and litigation that arise in the ordinary course of business. In the event that any such claims or litigation are resolved against Cognos, such outcomes or resolutions could have a material adverse effect on the business, financial condition, or results of operations of the Corporation.

7.   Income Taxes

  The Corporation provides for income taxes in its quarterly unaudited financial statements based on the estimated effective tax rate for the full fiscal year.

8.   Stockholders’ Equity

  The Corporation issued 625,000 common shares for $13.0 million, and 543,000 common shares for $8.9 million during the quarters ended November 30, 2004, and November 30, 2003, respectively. The Corporation issued 1,727,000 common shares for $32.1 million and 1,769,000 common shares for $27.0 million during the nine months ended November 30, 2004, and November 30, 2003, respectively. The issuance of shares in all periods was pursuant to the Corporation’s stock purchase plan and the exercise of stock options by employees and officers.

  The Corporation repurchases shares under a share repurchase program and under a restricted share unit plan. During the three and nine months ended November 30, 2004, the Corporation repurchased 217,000 shares at a value of $8.0 million and 804,000 shares at a value of $27.8 million, respectively, in the open market under its share repurchase program. During the three and nine months ended November 30, 2003, the Corporation did not repurchase any shares under its stock repurchase program.

  The Corporation did not repurchase shares under its restricted share unit plan during the three months ended November 30, 2004 and November 30, 2003. During the nine-month periods ended November 30, 2004 and November 30, 2003, the Corporation repurchased 10,000 shares at a value of $0.3 million and 21,000 shares at a value of $0.6 million, respectively, under its restricted share unit plan.

69


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  Net Income per Share

  The reconciliation of the numerator and denominator for the calculation of basic and diluted net income per share is as follows: (000s except per share amounts)

   Three months ended
November 30,
Nine months ended
November 30,

   2004 2003 2004 2003

Basic Net Income per Share          
   Net income  $29,986   $18,021   $70,978   $34,767  

   Weighted average number of shares 
   outstanding  90,621   89,692   90,364   89,133  

   Basic net income per share  $0.33   $0.20   $0.79   $0.39  

Diluted Net Income per Share  
   Net income  $29,986   $18,021   $70,978   $34,767  

   Weighted average number of shares 
   outstanding  90,621   89,692   90,364   89,133  
   Dilutive effect of stock options  2,614   2,922   2,561   2,646  

   Adjusted weighted average number of 
   shares outstanding  93,235   92,614   92,925   91,779  

   Diluted net income per share  $0.32   $0.19   $0.76   $0.38  


9.   Comprehensive Income

  Comprehensive income includes net income and other comprehensive income (“OCI”). OCI refers to changes in net assets from transactions and other events, and circumstances not included in net income and other than transactions with stockholders. These changes are recorded directly as a separate component of Stockholders’ Equity. The only other comprehensive income item for the Corporation relates to foreign currency translation adjustments pertaining to those subsidiaries not using the U.S. dollar as their functional currency net of derivative gains or losses. For Canadian GAAP, this would be referred to as the currency translation account.

70


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  The components of comprehensive income were as follows ($000’s):

   Three months ended
November 30,
Nine months ended
November 30,

   2004 2003 2004 2003

Net income   $29,986   $18,021   $70,978   $34,767  
Other comprehensive income: 
    Foreign currency translation adjustments  5,373   2,931   5,040   9,267  

Comprehensive income  $35,359   $20,952   $76,018   $44,034  


10.   Segmented Information

  The Corporation operates in one business segment—computer software solutions.

11.   Acquisitions

  Frango

  On September 29, 2004, the Corporation announced that it had successfully completed a tender offer for the shares of Frango, a Stockholm Sweden based company with global operations. The acquisition was accounted for using the purchase method of accounting in accordance with CICA Handbook section 1581, Business Combinations. Frango specializes in consolidation and financial reporting solutions. The Corporation acquired Frango primarily to add Frango’s consolidation and financial reporting software to its product suite and also to access Frango’s workforce and distribution channels in Europe and Asia, all part of the Corporation’s broader strategy to lead the CPM market. The acquisition of Frango further strengthens the Corporation’s product offering to the office of finance, a key entry point with its customers. The aggregate purchase consideration was approximately $53,088,000 paid in cash. Direct costs associated with the acquisition were approximately $1,916,000.

  An independent appraisal valued the in-process research and development at an immaterial amount, and therefore the purchase of Frango did not involve the write-off of any in-process research and development.

  The purchase price allocation is not yet final, particularly as it relates to the fair valuation of certain items such as accounts receivable, intangibles, deferred revenue, and accrued liabilities, the restructuring plan as discussed below and goodwill.

  Based on an independent appraisal, an initial estimate of $8,846,000 of the purchase price was allocated to intangible assets, subject to amortization. Of this amount, $7,038,000 was allocated to acquired technology and $1,808,000 was allocated to contractual relationships. Neither intangible asset is expected to have any residual value. The amortization period for the acquired technology is five years whereas the amortization period for the contractual relationships is approximately eight years. The weighted average amortization for these intangible assets acquired is approximately six years. The fair values of these intangible assets were assigned using the discounted cashflow method, which discounts the present value of the free cashflows expected to be generated by the assets. The amortization periods were determined using the estimated economic useful life of the asset.

71


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  In the allocation of purchase price, an initial estimate of $50,560,000 was assigned to goodwill. This represents the excess of the purchase price paid for Frango over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill will not be amortized but will be subject to annual impairment testing, in accordance with the Corporation’s accounting policy. The goodwill is not deductible for tax purposes.

  The purchase price, which is subject to final adjustment, is allocated to the assets and liabilities based upon their estimated fair value at the date of acquisition, as noted below: ($000s)

  Frango AB  
Assets acquired:    
Cash  $  3,382  
Accounts receivable, net  8,896  
Prepaid expenses  2,220  
Fixed assets  647  
Intangible assets  8,846  

   23,991  

Liabilities assumed: 
Accrued expenses  3,174  
Deferred revenue  1,523  
Other current liabilities  8,596  
Restructuring  5,074  
Deferred tax liabilities on intangibles  3,096  

   21,463  

Net assets acquired  2,528  
Goodwill 
   50,560  

Purchase price  $53,088  

Purchase price consideration 

Cash  $53,088  

72


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  The Corporation undertook a restructuring plan in conjunction with the acquisition of Frango. In accordance with Emerging Issues Committee (“EIC”) No. 114, Liability Recognition for Costs Incurred on Purchase Business Combinations, the liability associated with this restructuring is considered a liability assumed in the purchase price allocation. This restructuring was primarily related to involuntary employee separations of approximately 20 employees of Frango and accruals for vacating leased premises of Frango. The employee separations impacted all functional groups, primarily in Europe. The restructuring accrual is included on the balance sheet as accrued charges and salaries, commissions, and related items. The plan is not yet finalized and as a result, there may be unresolved contingencies, purchase price allocation issues, or additional liabilities that could result in a material adjustment to the acquisition cost allocation.

       
($000s)  Employee
separations
Other
restructuring
accruals
Total

Restructuring accrual at September 30, 2004  $2,311   $2,763   $5,074  
Cash payments  --   --   --  
Foreign Exchange Adjustment  135   164   299  

Balance as at November 30, 2004  $2,446   $2,927   $5,373  

  The Corporation has elected not to disclose pro-forma combined results of operations as they are not material to the financial statements.

  Adaytum

  The Corporation undertook a restructuring plan in conjunction with the acquisition of Adaytum in January 2003. In accordance with EIC No. 42, Costs Incurred on Business Combinations, the liability associated with this restructuring is considered a liability assumed in the purchase price allocation. The Corporation recorded restructuring costs of approximately $9.2 million in relation to this restructuring plan. These restructuring costs primarily relate to involuntary employee separations of approximately 90 employees of Adaytum, accruals for vacating leased premises of Adaytum, and related write-downs of leasehold improvements as well as asset write-downs of Adaytum. The employee separations impact all functional groups and geographic regions of Adaytum. The remaining accrual is included on the balance sheet as accrued charges and salaries, commissions, and related items. All amounts excluding lease payments are expected to be settled in fiscal 2005. Outstanding balances for lease payments will be paid over the lease term unless settled earlier. Settlement of obligations at an amount lower than that currently accrued will result in an adjustment to goodwill, settlement at a higher amount would be expensed in the period in which the determination is made.

73


COGNOS INCORPORATED
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(All amounts in U.S. dollars, unless otherwise stated)
(In accordance with CDN GAAP)

  The following table sets forth the activity in the Corporation’s restructuring accrual for the nine-month period ended November 30, 2004: ($000s)

   Employee
separations
Other
restructuring
accruals
Total

Balance as at February 29, 2004   $ 945   $3,498   $4,443  
Cash payments during the first nine 
  months of fiscal 2005  (563 ) (193 ) (756 )

Balance as at November 30, 2004   $ 382   $3,305   $3,687  


12.   Comparative Results

  Certain of the prior period’s figures have been reclassified in order to conform to the presentation adopted during the current fiscal year. This change in presentation does not affect previously reported assets, liabilities, or results of operations.

13.   New Accounting Pronouncements

  During October 2003, CICA Handbook section 1100, Generally Accepted Accounting Principles (“CICA 1100”), was issued and is effective for the Corporation’s fiscal year beginning March 1, 2004. CICA 1100 establishes standards for financial reporting in accordance with generally accepted accounting principles and clarifies the relative authority of various accounting pronouncements and other sources within GAAP. The adoption of CICA 1100 did not have a material impact on the Corporation’s financial condition or results of operations.

  In June 2003, the CICA issued Accounting Guideline No.15, Consolidation of Variable Interest Entities (“AcG-15”). AcG-15 requires the primary beneficiary of a variable interest entity to consolidate the variable interest entity. A variable interest entity is any legal structure used for business purposes that either (a) does not have equity investors or has equity investors that lack characteristics of control; or (b) the equity investment at risk does not provide sufficient financial resources for the entity to support its activities. AcG 15 is effective for reporting periods beginning on or after November 1, 2004 but may be adopted beforehand. The Corporation has determined that it owns a minority interest in an undercapitalized distributor that qualifies as a variable interest entity. The Corporation adopted AcG 15 on May 31, 2004 and its adoption did not have a material impact on the Corporation’s financial condition or results of operations.

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