SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 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 April 2006

 

Commission File Number 1-14858

 

 

CGI Group Inc.

 

(Translation of Registrants Name Into English)

 

 

1130 Sherbrooke Street West

 

 

5th Floor

 

 

Montréal, Québec

 

 

Canada H3A 2M8

 

(Address of Principal Executive Offices)

 

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

 

Form 20-F          Form 40-F   X  

 

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 the registrant by furnishing the information contained in this form 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-___.

 

Enclosure: Press Release dated April 25, 2006.

 

This Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statement on Form S-8, Reg. Nos. 333-13350, 333-66044, 333-74932 and 333-112021.

 



PRESS RELEASE

FOR IMMEDIATE RELEASE

 

Stock Market Symbols

GIB.SV.A (TSX)

GIB (NYSE)

 

CGI REPORTS PROFITABLE SECOND QUARTER DESPITE RESTRUCTURING COSTS

CGI provides update on program to strengthen competitive position

 

Montreal, April 25, 2006 – CGI Group Inc. reported second quarter net earnings today of $14.1 million, or 4 cents a share on revenues of $866.8 million. Included in the quarter's results were pre-tax restructuring costs related to specific items of $31.3 million, or 6 cents a share. Before these costs, CGI net earnings would have been $34.7 million or 10 cents per share. Contract bookings during the second quarter totaled $1.75 billion.

 

Quarterly Financial Highlights

 

In $ millions except margin and share data amounts

 

 

Q2-2006

Q2-2005

Restated*




Revenue

$866.8

$915.6

Net earnings from continuing operations

$14.1

$53.6

Net earnings from continuing operations margin

1.6%

5.9%




Basic and diluted earnings per share from continuing operations

$0.04

$0.12




Cash net earnings

$35.4

$74.6




Cash net earnings margin

4.1%

8.1%




Weighted average number of shares outstanding

344,825,025

442,492,713




Order backlog

$13,686

$12,929

* See MD&A, page 36 for additional detail

 

 

Prior to Restructuring Costs Related to Specific Items

 

In $ millions except margin and share data amounts

 

 

Q2-2006

Q2-2005

Restated*




Revenue

$866.8

$915.6

Net earnings from continuing operations

$34.7

$53.6

Net earnings from continuing operations margin

4.0%

5.9%




Basic and diluted earnings per share from continuing operations

$0.10

$0.12




Cash net earnings

$56.0

$74.6




Cash net earnings margin

6.5%

8.1%




Weighted average number of shares outstanding

344,825,025

442,492,713




Order backlog

$13,686

$12,929

* See MD&A, page 36 for additional detail

 

“This quarter was a repositioning of our Company for the next wave of profitable growth,” said Michael E. Roach, President and Chief Executive Officer. “Given the impact of a sharper than expected sequential decline in business from BCE, the restructuring program related to specific items announced last month was a necessary action to ensure that our business remains solid as we continue aggressively pursuing a robust funnel of opportunities in each of our selected verticals.”

 

 



 

 

“Our financial situation remains healthy, with the balance sheet and cash flows to support our Buy and Build growth strategy,” added Roach. “In the quarter, we successfully signed a series of strategic bookings and completed both the previously announced buyback of 100 million shares and the niche acquisition of Pangaea. In addition, we made a $30 million debt payment and we ended the quarter with almost $200 million in cash.”

 

Second Quarter 2006 Operational Review

During the quarter, as part of the Company’s announced program to strengthen its competitive position, each business unit and global function, including corporate, was re-examined at granular levels. In connection with this initiative, a pre-tax provision, for severance and other related benefits as well as real estate consolidation, totaling $31.3 million, was taken in the second quarter. The Company expects to incur approximately $60 million in remaining provisions over the course of this calendar year and anticipates a one-year payback on its total program investment.

 

During the second quarter, the Company earned $1.75 billion in new bookings. Below are certain contract wins announced by CGI since the end of its first fiscal quarter:

US$30-40 million business process services contract with Medco Health Solutions Inc. to provide payment, reconciliation and enrollment form processing services.

$1.1 billion in extensions of BCE outsourcing agreements, until June 2016.

$90 million, seven-year infrastructure management contract with Royal & Sun Alliance Insurance Company of Canada.

Multi-million dollar six-year business process services contract with Boston-based, OneBeacon Insurance Group. Services will include policy administration and front-end agent solutions.

US$100 million AMS Advantage contracts with the City of New York and Wake County, North Carolina to support budget control systems.

 

Outlook

While the sales cycle for outsourcing deals has extended to between 12 and 24 months, demand for these services remains strong and is expected to continue to grow. This being said, the Company continues to win strategic contracts.

 

For example, following the end of the quarter, the Company announced a 10-year $130 million outsourcing contract with the international entertainment company, Cirque du Soleil.

 

Prospects in both the commercial and public sectors of the US look especially strong over the coming quarters. In particular, in the public sector, CGI’s Advantage and Momentum ERP solutions continue gaining traction with new and existing clients. As part of its strategy, following the acquisition of AMS, the Company continues to leverage its ERP solutions into longer-term recurring business.

 

Also in the US, and subsequent to the end of the quarter, the Company signed a seven-year business process services deal with Universal Insurance valued at between US$45-US$75 million to process Universal’s book of business.

 

The Company expects growth in the US to further accelerate and as a result, is actively recruiting 500 new employees across the US.

 

CGI’s 2006-2008 business plan reaffirms its successful four pillar growth strategy, with CGI a consolidator in its industry through a balance of organic and external growth. While CGI already has critical mass in its main geographies, it will continue to increase its presence through acquisitions in selected metropolitan markets where it sees the greatest potential to drive organic growth.

 

 



 

 

Quarterly Conference Call

Investors and the media are invited to a conference call to discuss quarterly results tomorrow morning, April 26, 2006, at 10:00 am (ET). Participants may access the call by dialing (866) 542-4236 or through the Internet at www.cgi.com. Supporting slides for the call will also be available at www.cgi.com. For those unable to participate on the live call, a webcast and copy of the slides will be archived at www.cgi.com.

 

Use of Non-GAAP Financial Information

CGI reports its financial results in accordance with GAAP. However, management believes that certain non-GAAP measures provide useful information to investors regarding the Company’s financial condition and results of operations as they provide additional measures of its performance. Explanations as well as a reconciliation of these non-GAAP measures with GAAP financial statements are provided in the MD&A which is posted on CGI’s website at www.cgi.com, and filed with SEDAR and EDGAR.

 

About CGI

Founded in 1976, CGI Group Inc. (“CGI”) is the eighth largest independent information technology and business process services firms in the world. CGI and its affiliated companies employ approximately 25,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in Canada, the United States of America (“US”), Europe, Asia Pacific as well as from centers of excellence in Canada, the US, Europe and India. CGI's annualized revenue run rate is currently $3.5 billion (US$3.0 billion) and at March 31, 2006, CGI's order backlog was $13.7 billion (US$11.7 billion). CGI's shares are listed on the TSX (GIB.SV.A) and the NYSE (GIB) and are included in the S&P/TSX Composite Index as well as the S&P/TSX Capped Information Technology and MidCap Indices.

 

Forward-Looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, and may be “forward-looking information” within the meaning of sections 138.3 and following of the Ontario Securities Act. These statements and this information represent CGI Group Inc.’s (“CGI”) intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include and are not restricted to the timing and size of new contracts, acquisitions and other corporate developments; the ability to attract and retain qualified members; market competition in the rapidly-evolving information technology industry; general economic and business conditions, foreign exchange and other risks identified in the MD&A, in CGI’s Annual Report or Form 40-F filed with the U.S. Securities and Exchange Commission (filed on EDGAR at www.sec.gov), the Company’s Annual Information Form filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com), as well as assumptions regarding the foregoing. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan,” and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information. You will find more information about the risks that could cause our actual results to significantly differ from our current expectations in the Risks and Uncertainties section.

-30-

 

For more information:

 

Investors

Lorne Gorber, Vice-President, Investor Relations

(514) 841-3355

 

Media

Eileen Murphy, Director, Media Relations

(514) 841-3430

 

 

 

 



 

Consolidated Financial Statements of

 

CGI GROUP INC.

 

For the three and six months ended March 31, 2006 and 2005

 



 

 

CGI GROUP INC.

Consolidated Statements of Earnings

For the three and six months ended March 31

(in thousands of Canadian dollars, except share data) (unaudited)

 

Three months ended
March 31

Six months ended
March 31

 

2006

2005

2006

2005

 

 

Restated

 

Restated

 

$

$

$

$

Revenue

866,836

915,662

1,765,299

1,844,752

 

 

 

 

 

Operating expenses

 

 

 

 

Costs of services, selling and administrative

759,706

789,330

1,536,553

1,587,327

Amortization (Note 6)

44,303

45,966

87,173

90,880

Restructuring costs related to specific items (Note 7)

 

31,315

 

-

 

31,315

 

-

Interest on long-term debt

12,117

6,283

16,706

13,979

Other income, net

(1,696)

(2,002)

(3,611)

(4,147)

Gain on sale of investment in an entity subject to significant influence

 

-

 

(4,216)

 

-

 

(4,216)

Loss (gain) on sale of assets (Note 5b))

558

-

(10,475)

-

Entity subject to significant influence

-

(74)

-

(321)

 

846,303

835,287

1,657,661

1,683,502

Earnings from continuing operations before income taxes

 

20,533

 

80,375

 

107,638

 

161,250

Income taxes

6,384

26,784

36,581

54,588

Net earnings from continuing operations

14,149

53,591

71,057

106,662

Net loss from discontinued operations (Note 8)

-

(3,997)

-

(3,725)

Net earnings

14,149

49,594

71,057

102,937

Weighted-average number of outstanding Class A subordinate and Class B shares

 

344,825,024

 

442,492,713

 

388,126,856

 

443,538,853

Basic and diluted earnings per share from continuing operations

 

0.04

 

0.12

 

0.18

 

0.24

Basic and diluted loss per share from discontinued operations

 

-

 

(0.01)

 

-

 

(0.01)

Basic and diluted earnings per share (Note 4c))

0.04

0.11

0.18

0.23

 

Consolidated Statements of Retained Earnings

For the three and six months ended March 31

(in thousands of Canadian dollars) (unaudited)

 

Three months ended
March 31

Six months ended
March 31

 

2006

2005

2006

2005

 

$

$

$

$

Retained earnings, beginning of period

952,175

784,100

895,267

730,757

Net earnings

14,149

49,594

71,057

102,937

Share repurchase costs, net of income taxes (Note 4a))

(6,760)

-

(6,760)

-

Excess of purchase price over carrying value of Class A subordinate shares acquired (Note 4a))

 

(425,475)

 

(24,749)

 

(425,475)

 

(24,749)

Retained earnings, end of period

534,089

808,945

534,089

808,945

 

 

Page 2 of 17

 



 

 

CGI GROUP INC.

Consolidated Balance Sheets

(in thousands of Canadian dollars)

 

As at March 31, 2006

As at September 30, 2005

 

(unaudited)

(audited)

 

$

$

Assets

 

 

Current assets

 

 

Cash and cash equivalents

197,990

240,459

Accounts receivable

499,193

487,731

Work in progress

201,484

214,470

Prepaid expenses and other current assets

89,421

75,531

Future income taxes

14,749

22,118

 

1,002,837

1,040,309

Capital assets

129,061

116,388

Contract costs

222,995

228,646

Finite-life intangibles and other long-term assets (Note 2)

 

549,520

 

580,642

Future income taxes

42,063

46,601

Goodwill

1,764,912

1,773,370

Total assets before funds held for clients

3,711,388

3,785,956

Funds held for clients

226,082

200,703

 

3,937,470

3,986,659

 

 

 

Liabilities

 

 

Current liabilities

 

 

Accounts payable and accrued liabilities

332,793

378,691

Accrued compensation

127,107

107,014

Deferred revenue

143,795

127,950

Income taxes

34,858

31,955

Future income taxes

39,474

47,163

Current portion of long-term debt

14,665

14,899

 

692,692

707,672

Future income taxes

224,885

238,983

Long-term debt (Note 3)

947,523

234,801

Accrued integration charges and other long-term liabilities

 

102,807

 

109,810

Total liabilities before clients’ funds obligations

1,967,907

1,291,266

Clients’ funds obligations

226,082

200,703

 

2,193,989

1,491,969

 

 

 

Shareholders’ equity

 

 

Capital stock (Note 4a))

1,378,706

1,762,973

Contributed surplus (Note 4a) and 4b))

71,389

67,578

Warrants (Note 4a))

5,384

19,655

Retained earnings

534,089

895,267

Foreign currency translation adjustment

(246,087)

(250,783)

 

1,743,481

2,494,690

 

3,937,470

3,986,659

 

 

 

Page 3 of 17

 



 

CGI GROUP INC.

Consolidated Statements of Cash Flows

For the three and six months ended March 31

(in thousands of Canadian dollars) (unaudited))

 

Three months ended
March 31

Six months ended
March 31

 

2006

2005

2006

2005

 

 

 

 

 

 

$

$

$

$

Operating activities

 

 

 

 

Net earnings from continuing operations

14,149

53,591

71,057

106,662

Adjustments for:

 

 

 

 

Amortization (Note 6)

50,424

53,477

99,231

105,829

Deferred credits

-

(805)

(781)

(1,524)

Future income taxes

(17,031)

3,086

(13,724)

21,940

Foreign exchange (gain) loss

(352)

607

(642)

2,133

Stock-based compensation expense (Note 4b))

2,104

3,931

6,294

10,706

Gain on sale of investment in an entity subject to significant influence

 

-

 

(4,216

 

-

 

(4,216)

Loss (gain) on sale of assets

558

-

(10,475)

-

Entity subject to significant influence

-

(74)

-

(321)

Net change in non-cash working capital items

32,170

(42,755)

(5,564)

(71,775)

Cash provided by continuing operating activities

82,022

66,842

145,396

169,434

 

 

 

 

 

Investing activities

 

 

 

 

Business acquisitions (net of cash acquired) (Note 5a))

(4,953)

(10,349)

(5,377)

(43,251)

Proceeds from sale of assets and businesses (Note 5b))

27,559

29,521

27,559

29,521

Purchase of capital assets

(10,078)

(6,295)

(21,954)

(14,950)

Proceeds from disposal of capital assets

76

852

448

6,346

Contract costs

(9,844)

(8,031)

(16,391)

(11,985)

Additions to finite-life intangibles and other long-term assets

 

(20,435)

 

(25,008)

 

(36,053)

 

(44,706)

Proceeds from sale of investment in an entity subject to significant influence

 

-

 

20,849

 

-

 

20,849

Decrease in other long-term assets

678

3,384

2,734

6,769

Cash (used in) provided by continuing investing activities

 

(16,997)

 

4,923

 

(49,034)

 

(51,407)

 

 

 

 

 

Financing activities

 

 

 

 

Increase in credit facilities (Note 3)

738,605

-

738,605

190,000

Repayment of credit facilities

(29,495)

(100,000)

(29,495)

(307,578)

Repayment of long-term debt

(4,229)

(5,118)

(7,210)

(7,850)

Repurchase of Class A subordinate shares (including share purchase costs)

 

(865,990)

 

(49,648)

 

(873,175)

 

(49,648)

Issuance of shares (net of share issue costs)

31,094

685

32,734

1,233

Cash used in continuing financing activities

(130,015)

(154,081)

(138,541)

(173,843)

Effect of foreign exchange rate changes on cash and cash equivalents of continuing operations

 

32

 

(1,407)

 

(290)

 

(126)

Net decrease in cash and cash equivalents of continuing operations

 

(64,958)

 

(83,723)

 

(42,469)

 

(55,942)

Net cash and cash equivalents used by discontinued operations

 

-

 

(2,911)

 

-

 

(1,757)

Cash and cash equivalents, beginning of period

262,948

229,558

240,459

200,623

Cash and cash equivalents, end of period

197,990

142,924

197,990

142,924

Interest paid

17,942

7,421

18,697

12,433

Income taxes paid

20,181

13,570

41,742

44,127

 

Page 4 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

1.

Summary of significant accounting policies

The interim consolidated financial statements for the three and six months ended March 31, 2006 and 2005, are unaudited and include all adjustments that management of CGI Group Inc. (the “Company”) considers necessary for a fair presentation of the financial position, results of operations and cash flows.

 

The disclosures provided for these interim periods do not conform in all respects to the requirements of generally accepted accounting principles (“GAAP”) for the annual consolidated financial statements; therefore, the interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended

September 30, 2005. These interim consolidated financial statements have been prepared using the same accounting policies and methods of their application as the annual consolidated financial statements for the year ended September 30, 2005.

 

Certain comparative figures have been reclassified in order to conform to the current period presentation.

 

Restatement

The Company provides a centralized service to the Canadian property and casualty insurance industry for the purpose of ordering abstracts of driving records from government authorities. Following its accounting reviews performed during the year ended September 30, 2005, the Company revised its interpretation of the accounting treatment related to those services. The revised interpretation required that the revenue and applicable costs of services charged to clients, which are included in Costs of services, selling and administrative expenses, be presented on a net basis rather than on a gross basis as they had been presented previously. For comparative purposes, the reclassification amounted to $14,034,000 and $25,945,000 for the three and six months ended March 31, 2005, respectively. The revised presentation is in accordance with Emerging Issue Committee (“EIC”) Abstract 123, “Reporting Revenue Gross as a Principal versus Net as an Agent”, which addresses whether an enterprise should recognize revenue based upon the gross amount billed to the client or the net amount retained. This reclassification had no impact on net earnings or cash flows.

 

Change in accounting policies

The Canadian Institute of Chartered Accountants (“CICA”) has issued the following new Handbook Sections which were effective for interim periods beginning on or after

January 1, 2006:

 

a)

Handbook Section 3831, “Non-Monetary Transactions”, requires that non-monetary transactions be recorded at fair value unless the transaction has no commercial substance, it is an exchange of inventory, it is non-monetary, non-reciprocal transfer to owners or it’s not reliably measurable. The adoption of this section did not have any impact on the consolidated financials statements.

 

 

 

Page 5 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

1.

Summary of significant accounting policies (continued)

Change in accounting policies (continued)

b)

EIC 156, “Accounting by a Vendor for Consideration Given to a Customer (Including a Reseller of the Vendor’s Products)”, provides guidance to companies that give incentives to customers or resellers in the form of cash, equity, free gifts, coupons and other. The adoption of EIC 156 did not have any impact on the consolidated financial statements since the Company already adopted the US equivalent of EIC 156 which is EITF 01-9 “Accounting for Consideration Given by a Vendor to a Customer” issued by the Financial Accounting Standards Board’s Emerging Issues Task Force as at September 30, 2002.

 

Future accounting changes

The CICA has issued the following new Handbook Sections:

 

a)

Handbook Section 3855, “Financial Instruments - Recognition and Measurement”, effective for interim periods beginning on or after October 1, 2006. The section describes the standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. All financial assets, except for those classified as held-to-maturity, and derivative financial instruments must be measured at their fair value. All financial liabilities must be measured at their fair value if they are classified as held for trading purposes, if not, they are measured at their carrying value. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.

 

b)

Handbook Section 1530, “Comprehensive Income”, and Section 3251, “Equity”, effective for interim periods beginning on or after October 1, 2006. Comprehensive income is the change in equity of an enterprise during a period arising from transactions and other events and circumstances from non-owner sources. It includes items that would normally not be included in net income such as changes in the foreign currency translation adjustment relating to self-sustaining foreign operations and unrealized gains or losses on available-for-sale financial instruments. This section describes how to report and disclose comprehensive income and its components. Section 3251, “Equity”, replaces Section 3250, “Surplus”, and establishes standards for the presentation of equity and changes in equity as a result of the new requirements of Section 1530, “Comprehensive Income”. Upon adoption of this section, the consolidated financial statements will include a statement of comprehensive income.

 

c)

Handbook Section 3865, “Hedges”, effective for interim periods beginning on or after October 1, 2006. This section describes when hedge accounting is appropriate. Hedge accounting ensures that all gains, losses, revenues and expenses from the derivative and the item it hedges are recorded in the statement of earnings in the same period. The Company is currently evaluating the impact of the adoption of this section on the consolidated financial statements.

 

 

Page 6 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

2.

Finite-life intangibles and other long-term assets

 

 

As at March 31, 2006

As at September 30, 2005

 

 

Cost

Accumulated amortization

Net book value

 

Cost

Accumulated amortization

Net book value

 

$

$

$

$

$

$

Internal software

73,817

30,960

42,857

75,088

31,056

44,032

Business solutions

245,542

67,332

178,210

227,214

51,114

176,100

Software licenses

126,308

75,336

50,972

135,991

69,644

66,347

Customer relationships and other

383,086

125,867

257,219

382,111

103,819

278,292

Finite-life intangibles

828,753

299,495

529,258

820,404

255,633

564,771

 

 

 

 

 

 

 

Financing lease

 

 

-

 

 

1,788

Deferred financing fees and other

 

 

20,262

 

 

14,083

Other long-term assets

 

 

20,262

 

 

15,871

Total finite-life
intangibles and other
long-term assets

 

 

 

 

549,520

 

 

 

 

580,642

 

3.

Credit facilities

On January 12, 2006, the Company amended its existing five-year unsecured revolving credit facility to increase its size to $1,000,000,000. This agreement comprises a Canadian tranche with a limit of $850,000,000 and a U.S. tranche equivalent to $150,000,000. The interest rate charged is determined by the denomination of the amount drawn. As at March 31, 2006, an amount of $720,000,000 has been drawn upon this facility. Also, an amount of $28,709,658 has been committed against this facility to cover various letters of credit issued for clients and other parties. Financing fees of $2,334,000 were incurred during the three months ended March 31, 2006 and were recorded in Finite-life intangibles and other long-term assets. In addition to the revolving credit facility, the Company has available demand lines of credit in the amounts of $27,000,000 and £2,000,000. As at March 31, 2006, $4,041,357 has been drawn upon these facilities. 

 

The long-term debt agreements contain covenants which require the Company to maintain certain financial ratios. At March 31, 2006, the Company is in compliance with the covenants of its credit facilities and other long-term debt. The Company has obtained certain amendments to the definition and calculations of the ratios which takes into account the impact of restructuring activities on the unsecured revolving credit facility. The Company is in the process of amending, on the same basis, the agreement for the Senior US unsecured notes. If the amendments are not obtained for the Senior US unsecured notes, it is the Company’s intention to use the unsecured revolving credit facility to repurchase the notes.

 

 

Page 7 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

4.

Capital stock, stock options and earnings per share

a) Capital stock

 

Changes in Class A subordinate and the Class B shares were as follows:

 

 

Six months ended March 31, 2006

 

Class A subordinate shares

Class B shares

 

Number

Carrying value

Number

Carrying value

 

 

$

 

$

Balance, beginning of period

397,448,329

1,718,105

33,772,168

44,868

Repurchased and cancelled(1)

(100,846,200)

(433,755)

-

-

Options exercised(2)

939,303

9,017

-

-

Warrants exercised(3)

4,000,000

40,471

-

-

Balance, end of period(4)

301,541,432

1,333,838

33,772,168

44,868

 

 

 

Twelve months ended September 30, 2005

 

Class A subordinate shares

Class B shares

 

Number

Carrying value

Number

Carrying value

 

 

$

 

$

Balance, beginning of period

410,720,891

1,775,362

33,772,168

44,868

Repurchased and cancelled

(14,078,360)

(60,998)

-

-

Repurchased and not cancelled

-

(3,665)

-

-

Options exercised

805,798

7,406

-

-

Balance, end of period

397,448,329

1,718,105

33,772,168

44,868

 

(1)

On January 12, 2006, the Company concluded a transaction whereby the Company repurchased from BCE for cancellation 100 million of its Class A subordinate shares at a price of $8.5923 per share. The excess of the purchase price over the carrying value of Class A subordinate shares repurchased in the amount of $425,475,000 as well as share repurchase costs (net of income taxes) in the amount of $6,760,000, were charged to retained earnings.

 

On January 31, 2006, the Company announced that its Board of Directors had authorized the renewal of the share repurchase program which enables the Company to purchase up to 29,288,443 Class A subordinate shares for cancellation from February 3, 2006 to February 2, 2007. No shares have been repurchased under this program for the three months ended March 31, 2006. During the twelve months ended September 30, 2005 and under the share repurchase program, the Company repurchased 14,896,200 Class A subordinate shares of which 846,200 Class A subordinate shares, with a purchase value, of $7,185,000, have been paid and cancelled in the three months ended December 31, 2005.

 

(2)

The carrying value of Class A subordinate shares includes $2,483,000 ($2,855,000 for the twelve months ended September 30, 2005) of contributed surplus representing the value of compensation cost associated with the options exercised and the value of exercised options assumed in connection with acquisitions.

 

 

 

Page 8 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

4.

Capital stock, stock options and earnings per share (continued)

a) Capital stock (continued)

 

(3)

On March 22, 2006, Desjardins Group exercised a warrant for 4,000,000 Class A subordinate shares of the Company at a price of $6.55 each for an aggregate amount of $26,200,000. The carrying value of these Class A subordinate shares includes $14,271,000 which was previously recorded in the Warrants caption.

 

(4)

On April 6, 2006, BCE exercised warrants resulting in the issuance of 3,131,236 Class A subordinate shares of the Company at a price of $6.55 each.              

 

b) Stock options

 

Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, options to purchase Class A subordinate shares to certain employees, officers, directors and consultants of the Company and its subsidiaries. The exercise price is established by the Board of Directors and is equal to the closing price of the Class A subordinate shares on the Toronto Stock Exchange on the day preceding the date of the grant. Options generally vest one year from the date of grant conditionally upon achievement of objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death.

 

The following table presents the weighted average assumptions used to determine the stock-based compensation expense recorded in Cost of services, selling and administrative expenses using the Black-Scholes option pricing model:

 

 

Three months ended March 31

Six months ended March 31

 

2006

2005

2006

2005

Compensation expense ($)

2,104

3,931

6,294

10,706

Dividend yield

0.0%

0.0%

0.0%

0.0%

Expected volatility

33.1%

45.2%

38.2%

45.9%

Risk-free interest rate

4.06%

3.63%

3.89%

3.93%

Expected life (years)

5

5

5

5

Weighted average grant date fair values ($)

 

3.44

 

3.50

 

3.43

 

3.87

 

The following table presents information concerning all outstanding stock options granted by the Company:

 

 

Number of options

Six months ended March 31, 2006

Twelve months ended

September 30, 2005

Outstanding, beginning of period

26,538,654

25,537,300

Granted

6,379,080

5,079,636

Exercised

(939,303)

(805,798)

Forfeited and expired

(2,161,994)

(3,272,484)

Outstanding, end of period

29,816,437

26,538,654

 

 

Page 9 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

4.

Capital stock, stock options and earnings per share (continued)

c) Earnings per share

 

The following table sets forth the computation of basic and diluted earnings per share:

 

 

Three months ended March 31, 2006

Three months ended March 31, 2005

 

 

Net earnings
(numerator)

Number of
shares
(denominator)

 

Earnings
per share

 

Net earnings
(numerator)

Number of
shares
(denominator)

 

Earnings
per share

 

$

 

$

$

 

$

 

14,149

344,825,024

0.04

49,594

442,492,713

0.11

Dilutive options (2)

 

2,596,418

 

 

1,199,986

 

Dilutive warrants (2)

 

1,923,365

 

 

1,236,791

 

 

 

14,149

 

349,344,807

 

0.04

 

49,594

 

444,929,490

 

0.11

 

 

Six months ended March 31, 2006

Six months ended March 31, 2005

 

 

Net earnings
(numerator)

Number of
shares
(denominator) (1)

 

Earnings per
share

 

Net earnings
(numerator)

Number of
shares
(denominator)

 

Earnings per
share

 

$

 

$

$

 

$

 

71,057

388,126,856

0.18

102,937

443,538,853

0.23

Dilutive options (2)

 

2,242,834

 

 

1,294,142

 

Dilutive warrants (2)

 

1,851,671

 

 

1,279,869

 

 

 

71,057

 

392,221,361

 

0.18

 

102,937

 

446,112,864

 

0.23

 

(1)

The 846,200 Class A subordinate shares cancelled during the three months ended December 31, 2005, were excluded from the calculation of earnings per share as of the date of repurchase.

 

(2)

The calculation of the dilutive effects excludes all anti-dilutive options and warrants that would not be exercised because their exercise price is higher than the average market value of a Class A subordinate share of the Company for each of the periods shown in the table. The number of excluded options was 4,446,526 and 9,283,100 for the three and six months ended March 31, 2006, respectively and 17,505,998 and 17,139,183 for the three and six months ended March 31, 2005, respectively. The number of excluded warrants was nil and 2,113,041 for the three and six months ended March 31, 2006, respectively and 2,113,041 for the three and six months ended March 31, 2005, respectively.

 

 

Page 10 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

5.

Investments in subsidiaries and joint ventures

a)

Acquisitions

On February 2, 2006, the Company acquired all outstanding shares of Pangaea Systems Inc. (“Pangaea”), an information technology services company based in Alberta, Canada for an approximate aggregate consideration of $6,500,000 of which $4,935,000 has already been paid. Pangaea specializes in development of internet-based solutions and related services mostly in the public sector, as well as in the sectors of energy and financial services. The amount assigned to non-deductible goodwill is $5,866,000 and is included in the IT segment.

 

b)

Dispositions

On October 26, 2005, the Company disposed of its electronic switching assets to Everlink Payment Services Inc. for cash consideration of $27,559,000 which was received during the three months ended March 31, 2006. The net assets disposed of included goodwill of $13,172,000 and the transaction resulted in a gain of $10,475,000.

 

c)

Modifications to purchase price allocations

During the six months ended March 31, 2006, the Company modified the purchase price allocation and made adjustments relating to certain businesses acquisitions, resulting in a net increase of non-cash working capital items, long-term debt and customer relationships of $2,921,000, $463,000 and $287,000, respectively, and a net decrease of integration charges, future income tax assets and cash of $8,661,000, $4,465,000 and $442,000, respectively, whereas goodwill decreased by $6,499,000.

 

d)

Balance of integration charges

For AMS and Cognicase, the components of the integration charges related to business acquisitions included in accounts payable and accrued liabilities as well as accrued integration charges and other long-term liabilities are as follows:

 

 

Consolidation and closure of facilities

 

Severance

 

Total

 

$

$

$

Balance, as at October 1, 2005

57,118

5,194

62,312

Adjustments to initial provision(1)

(10,188)

(1,688)

(11,876)

Foreign currency translation adjustment

242

258

500

Paid during the six-month period

(5,400)

(1,222)

(6,622)

Balance, as at March 31, 2006(2)

41,772

2,542

44,314

 

(1)   Has been recorded as a decrease of goodwill. This amount includes the amount of goodwill decrease presented in Note 5c).

(2)   Of the total balance remaining, $10,869,000 is included in accounts payable and accrued liabilities and $33,445,000 is included in accrued integration charges and other long-term liabilities.

 

 

Page 11 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

6.

Amortization

 

 

Three months ended March 31

Six months ended March 31

 

2006

2005

2006

2005

 

$

$

$

$

Amortization of capital assets

9,485

11,149

17,939

22,336

Amortization of contract costs related
to transition costs

3,986

3,280

7,989

7,262

Amortization of finite-life intangibles

29,835

31,537

60,248

61,282

Impairment of finite-life intangibles

997

-

997

-

 

44,303

45,966

87,173

90,880

Amortization of contract costs related
to incentives (presented as reduction
of revenue)

6,121

7,511

12,058

14,949

 

50,424

53,477

99,231

105,829

 

7.

Restructuring costs related to specific items

On March 29, 2006, the Company announced a restructuring plan that impacted approximately 1,000 members located primarily in Montreal and Toronto, of which more than half are related to lower than expected BCE (a shareholder) work volumes. Six hundred of the total headcount reductions were effective as of March 31, 2006, and the remainder will be completed by the end of the year. The acceleration and expansion of CGI’s Global Delivery Model will partially offset the headcount reductions by creating some 400 new jobs throughout its network. Under the terms of the contract agreement signed on December 16, 2005, BCE will share in severance costs with a maximum contribution capped at $10,000,000 for severance costs applicable to headcounts reductions exceeding 100 positions.

 

Total amount to be incurred as a result of this restructuring plan will approximate $90,000,000, of which $57,000,000 will be for severance and $33,000,000 for consolidation and closure of facilities.

 

The following table shows details of restructuring costs related to specific items recorded in the statement of earnings during the three and six months ended March 31, 2006:

 

 

 

Severance

 

$

IT services

28,782

BPS

2,412

Corporate

4,186

Restructuring costs related to specific items

35,380

BCE contribution

(4,065)

Total restructuring costs related to specific items

31,315

 

 

Page 12 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

7.

Restructuring costs related to specific items (continued)

The following table shows the components of the restructuring provision, included in accrued compensation:

 

 

 

 

Severance

 

 

$

 

Balance, as at October 1, 2005

-

 

Restructuring costs related to specific items

35,380

 

Payments made

(4,231)

 

Balance, as at March 31, 2006

31,149


8.

Discontinued operations

During the year ended September 30, 2005, the Company formally adopted plans to divest from certain activities which were not in line with the Company's strategy. The Company disposed of the principal assets of Keyfacts Entreprises Canada Inc. (“Keyfacts”), a wholly-owned subsidiary of the Company as well as disposed of its US Services to Credit Unions business unit and its CyberSuite product line. Keyfacts is a provider of information search and retrieval services for investigative purposes. US Services to Credit Unions is a provider of core processing for credit unions in the United States.

 

The following table presents summarized financial information related to discontinued operations:

 

 

Three months ended March 31

Six months ended March 31

 

2006

2005

2006

2005

 

$

$

$

$

Revenue

-

6,679

-

15,953

Operating expenses

-

3,420

-

11,884

Amortization

-

236

-

610

Earnings before income taxes

-

3,023

-

3,459

Income taxes

-

7,020

-

7,184

Net loss from discontinued operations

-

(3,997)

-

(3,725)

Discontinued operations were included in the business process services segment for the three and six months ended March 31, 2005.

 

 

Page 13 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

9.

Segmented information

The Company has two lines of business (“LOB”): IT services (“IT”) and business process services (“BPS”).

 

The focus of these LOBs is as follows:

The IT services LOB provides a full-range of IT services, including systems integration, consulting and outsourcing, to clients worldwide. The professionals and facilities in India and Canada also serve the United States and foreign-based clients as an integral part of their

off-shore and nearshore delivery model.

 

The BPS LOB provides a full spectrum of business process outsourcing services to its client base. Its services include business processing for the financial services sector, as well as other services such as payroll and document management services.

 

The following presents information on the Company’s operations based on its management structure:

 

As at and for the three months
ended March 31, 2006

 

IT services

 

BPS

 

Corporate

 

Total

 

$

$

$

$

Revenue

760,745

106,091

-

866,836

Earnings (loss) before interest, other income, loss on sale of assets, restructuring costs related to specific items, income taxes and discontinued operations(1)

69,208

12,059

(18,440)

62,827

Total assets

2,945,206

670,904

321,360

3,937,470

 

(1)

Amortization included in IT services, BPS and Corporate is $41,737,000, $6,463,000 and $2,224,000 respectively.

 

 

As at and for the three months ended
March 31, 2005

 

IT services

 

BPS

 

Corporate

 

Total

 

$

$

$

$

Revenue (restated)

803,592

112,070

-

915,662

Earnings (loss) before interest, other income, gain on sale of investment in an entity subject to significant influence entity subject to significant influence, income taxes and discontinued operations (1)

85,475

15,516

(20,625)

80,366

Total assets

3,151,899

703,514

289,165

4,144,578

 

(1)

Amortization included in IT services, BPS and Corporate is $45,712,000, $5,370,000 and $2,395,000 respectively.

 

 

Page 14 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

9.

Segmented information (continued)

 

As at and for the six months ended
March 31, 2006

 

IT services

 

BPS

 

Corporate

 

Total

 

$

$

$

$

Revenue

1,550,702

214,597

-

1,765,299

Earnings (loss) before interest, other income, gain on sale of assets, restructuring costs related to specific items, income taxes and discontinued operations(1)

155,48

25,420

(39,315)

141,573

Total assets

2,945,206

670,904

321,360

3,937,470

 

(1)

Amortization included in IT services, BPS and Corporate is $84,308,000, $10,284,000 and $4,639,000 respectively.

 

 

As at and for the six months ended
March 31, 2005

 

IT services

 

BPS

 

Corporate

 

Total

 

$

$

$

$

Revenue (restated)

1,622,456

222,296

-

1,844,752

Earnings (loss) before interest, other income, gain on sale of investment in an entity subject to significant influence, entity subject to significant influence, income taxes and discontinued operations(1)

174,322

33,284

(41,061)

166,545

Total assets

3,151,899

703,514

289,165

4,144,578

 

(1)

Amortization included in IT services, BPS and Corporate is $90,533,000, $10,479,000 and $4,817,000 respectively.

 

The accounting policies of each segment are the same as those described in the summary of significant accounting policies. See Note 2 of the annual consolidated financial statements of the Company for the year ended September 30, 2005. The figures are presented net of intersegment sales and transfers, which are measured as if the sales or transfers were to third parties.

 

 

Page 15 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

10.

Guarantees

Contingencies

From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. The Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a material adverse impact on the Company’s financial position, results of operations, or the ability to carry on any of its business activities.

 

Sale of assets and business divestitures

In connection with sale of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as the result of breaches in representations and warranties, intellectual property right infringement and litigation against counterparties. While some of the agreements specify a maximum potential exposure of approximately $108,500,000 in total, many do not specify a maximum amount or limited period. It is impossible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of indemnification as at March 31, 2006. The Company does not expect to incur any potential payment in connection with these guarantees which will have a materially adverse effect on its consolidated financial statements.

 

U.S. Government contracts

The Company is engaged to provide services under contracts with the U.S. Government. The contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. Government investigate whether the Company’s operations are being conducted in accordance with these requirements. Generally, the Government has the right to change the scope of, or terminate, these projects at its convenience. The termination or a reduction in the scope of a major government project could have a material adverse effect on our results of operations and financial condition.

 

Other transactions

In the normal course of business, the Company may provide certain clients, principally governmental entities, with bid bonds and financial performance guarantees, which are generally backed by surety bonds. In general, the Company would only be liable for the amount of the bid bonds if the Company refuses to perform the project once the bid is awarded and for the financial performance guarantees, in the event of default in the performance of its obligations, the probability of which is remote in management’s opinion. As at March 31, 2006, the Company has US$90,550,000 and $9,973,000 outstanding bid bonds and surety bonds relating to these guarantees. The Company believes it is in compliance with its performance obligations under all service contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on the Company’s consolidated results of operations or financial condition.

 

In addition, the Company provides a guarantee of $5,900,000 of the residual value of a leased property, accounted for as an operating lease, at the expiration of the lease term.

 

 

Page 16 of 17

 



CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and six months ended March 31, 2006 and 2005

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

 

 

11.

Reconciliation of results reported in accordance with Canadian GAAP to US GAAP

The material differences between Canadian and US GAAP affecting the Company's consolidated financial statements are detailed in the table below. The Company's most recent annual financial statements describe the circumstances which gave rise to the material differences between Canadian and US GAAP applicable as at September 30, 2005.

 

Three months ended
March 31

Six months ended
March 31

 

2006

2005

2006

2005

Reconciliation of net earnings

$

$

$

$

Net earnings - Canadian GAAP

14,149

49,594

71,057

102,937

Adjustments for:

 

 

 

 

Stock-based compensation (a)

-

3,931

-

10,706

Warrants

351

351

702

702

Other

349

125

410

(624)

Net earnings - US GAAP

14,849

54,001

72,169

113,721

Other comprehensive income

Foreign currency translation adjustment

3,624

2,309

4,696

(34,006)

Comprehensive income

18,473

56,310

76,865

79,715

Basic earnings per share - US GAAP

0.04

0.12

0.19

0.26

Diluted earnings per  share - US GAAP

0.04

0.12

0.18

0.26

 

 

 

As at March 31, 2006

As at September 30, 2005

 

$

$

Reconciliation of shareholders’ equity

 

 

Shareholders’ equity - Canadian GAAP

1,743,481

2,494,690

Adjustments for:

 

 

Stock-based compensation (a)

58,411

58,411

Warrants

(5,778)

(6,480)

Unearned compensation

(3,694)

(3,694)

Integration costs

(6,606)

(6,606)

Goodwill

28,078

28,078

Adjustment for change in accounting policy

9,715

9,715

Other

(9,053)

(9,463)

Shareholders’ equity - US GAAP

1,814,554

2,564,651

 

(a)     Stock-based compensation

Under Canadian GAAP, stock-based employee compensation was accounted for using the fair value-based method beginning October 1, 2004, as required by CICA Handbook Section 3870, “Stock-Based Compensation and Other Stock-Based Payments”. Under US GAAP, the Statement of Financial Accounting Board No. 123 (revised 2004), “Share-Based Payment” is effective for fiscal years beginning on or after June 15, 2005. The Company adopted the modified prospective application of the recommendation of the Statement effective October 1, 2005. The adoption of this Statement did not have a material impact on the Company's consolidated financial statements.

 



Page 17 of 17

 

 



 

 

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.

 

CGI GROUP INC.

(Registrant)

 

 

Date: April 25, 2006

By /s/ Paule Doré                                       

Name: Paule Doré

Title:

Executive Vice-President

 

 

and Chief Corporate Officer

 

and Secretary