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COGNICASE Reports Strong Second Quarter Results.


Business Editors

MONTREAL--(BUSINESS WIRE)--May 7, 2002

Cognicase (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:COGI COGI Coalition on Government Information (also known as the Minnesota Coalition on Government Information, or MNCOGI; promotes open access to public records) ) (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:COG.)
-- Revenues increase 17% year-over-year

-- Record EBITDA of $15.0 million and margin improves to 12%

-- Gross margin expansion to 34%


COGNICASE Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
: "COG", NASDAQ: "COGI"), an innovative IT solutions provider specializing in the development and integration of transactional solutions, today announced its results for the second quarter ended March 31, 2002. All amounts are in Canadian dollars Noun 1. Canadian dollar - the basic unit of money in Canada; "the Canadian dollar has the image of loon on one side of the coin"
loonie

dollar - the basic monetary unit in many countries; equal to 100 cents
.

Revenues for the second fiscal quarter ended March 31, 2002 increased to $123.1 million, up 17% from $104.8 million in the same period last year and increased 4% on a sequential One after the other in some consecutive order such as by name or number.  basis, compared to $118.1 million for the first quarter of fiscal 2002. Earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
 ("EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ") climbed to $15.0 million, a 126% increase over the $6.6 million recorded a year ago and a 13% sequential increase over the $13.3 million recorded in the first quarter of 2002. The EBITDA margin improved to 12% compared to 6% for the same period last year and 11% for the previous quarter. For the second fiscal quarter, COGNICASE reported net income of $7.2 million or EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format.  of $0.13 as compared to net loss of $4.3 million or loss per share of $0.16 for the same period in fiscal 2001. Cash net earnings (net earnings before goodwill amortization) increased from $0.11 per share for the quarter ended March 31, 2001 to $0.13 per share for the current fiscal quarter, representing an 21% year-over-year increase.

Revenues for the six months ended March 31, 2002 increased 22% to $241.2 million, compared to revenues of $198.0 million for the same period last year. For the first six months of fiscal 2002 EBITDA increased 172% to $28.3 million compared to $10.4 million in the same period one year ago. Net income for the first six months ended March 31, 2002 was $13.7 million or EPS of $0.26 as compared to a net loss of $9.9 million or loss per share of $0.37 for the same period last year. Cash net earnings per share of $0.26 in the period is up 74% over the $0.15 reported in the first six months of 2002.

In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with CICA CICA Competition In Contracting Act of 1984 (USA)
CICA Canadian Institute of Chartered Accountants
CICA Competition In Contracting Act
CICA Criminal Injuries Compensation Authority (UK) 
 recommendations, the Company stopped recording amortization of goodwill on October October: see month.  1, 2001. For comparison purposes, earnings information has been provided on both a net earnings and cash net earnings (net earnings before amortization of goodwill) basis.

"We are very pleased with our financial results this quarter as we continue to achieve both revenue and operating earnings Operating Earnings

Profits after subtracting expenses such as marketing, cost of goods sold, administration and general operating costs from revenue.

Notes:
Tax and interest expenses are not subtracted - operating earnings are synonymous with EBIT (earnings before
 growth," said Ronald Brisebois, COGNICASE Chairman of the Board, President and Chief Executive Officer. "Long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 and recurring re·cur  
intr.v. re·curred, re·cur·ring, re·curs
1. To happen, come up, or show up again or repeatedly.

2. To return to one's attention or memory.

3. To return in thought or discourse.
 revenues continue to represent over 50% of our total revenues. Furthermore, our gross margin has hit a high of 34%, compared to 32% for the same period last year and 32% last quarter, demonstrating the increased contribution from our processing and outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management.  group."

The processing and outsourcing group continued to post positive growth and now accounts for approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 65% of total revenues. The revenues in this group increased to $80.4 million, a 5% increase over revenues of $76.4 million for the same period last year. Revenue growth in this division continues to be accompanied ac·com·pa·ny  
v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies

v.tr.
1. To be or go with as a companion.

2.
 by robust profit growth as operating earnings in this group increased from $7.7 million in the second quarter of fiscal 2001 to $11.7 million this quarter, a 52% increase.

The systems integration group has continued to deliver improved performance as the business has generated growth in both revenues and profits. Revenues for the second quarter of fiscal 2002 were $42.7 million, a 50% increase over revenues of $28.4 million for the same period last year. Operating earnings have improved significantly from a negative $0.4 million in fiscal 2001 to a positive $2.9 million in the second quarter of fiscal 2002. Operating earnings reflect the benefit of strong performance in the public sector vertical and continued diligent dil·i·gent  
adj.
Marked by persevering, painstaking effort. See Synonyms at busy.



[Middle English, from Old French, from Latin d
 management of operations.

"As at March 31, 2002, COGNICASE had cash and cash equivalents of $76.2 million compared to $48.3 million as at September September: see month.  30, 2001. The Company has a strong balance sheet and cash position to continue to support its acquisition and development program aimed at growing its outsourcing and transactional solutions business and to increase market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market
penetration - the act of entering into or through something; "the penetration of upper management by women"
 in the Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  and US market," concluded Mr. Brisebois.

Outlook

For fiscal 2002, the Company is maintaining revenue guidance of at least 25% growth. Additionally the Company expects to double operating earnings and achieve initial objective of annual EPS growth of over 30%.

Effective July July: see month.  1, 2001, the Company adopted section 3062 of the CICA Handbook
For the handbook about Wikipedia, see .

This article is about reference works. For the subnotebook computer, see .
"Pocket reference" redirects here.
, "Goodwill and Other Intangible Assets Intangible Asset

An asset that is not physical in nature.

Notes:
Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets.
." Section 3062 requires that an intangible asset be amortized over its useful life and that goodwill not be amortized but evaluated for impairment Impairment

1. A reduction in a company's stated capital.

2. The total capital that is less than the par value of the company's capital stock.

Notes:
1. This is usually reduced because of poorly estimated losses or gains.

2.
. In accordance with the new standards, the Company has completed the transitional impairment test for goodwill that existed on July 1, 2001. The impairment on the goodwill balance resulting from adoption of the new standards is estimated to be up to $150 million. This reduction in goodwill will be charged to opening retained earnings Retained Earnings

The percentage of net earnings not paid out in dividends, but retained by the company to be reinvested in its core business or to pay debt. It is recorded under shareholders equity on the balance sheet.
 in the fourth quarter of fiscal 2002, thereby not affecting EBITDA or net earnings in the current fiscal year.

About COGNICASE

COGNICASE (TSX: "COG", Nasdaq: "COGI") is an IT products and services provider specializing in advanced transaction processing Updating the appropriate database records as soon as a transaction (order, payment, etc.) is entered into the computer. It may also imply that confirmations are sent at the same time.

Transaction processing systems are the backbone of an organization because they update constantly.
 and Internet-based applications. Relying on its results-driven approach, its software and technology and its Application Services See ASP and Web services.  Technology Centre, COGNICASE offers secure and scalable solutions that contribute to its customers' economic success in the age of the new economy. The Company is active in Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of , the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and Europe Europe (yr`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). . Forward-Looking Statement forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 (US), which involve risks and uncertainties. As a result of a number of factors, including factors that the Company may not currently foresee fore·see  
tr.v. fore·saw , fore·seen , fore·see·ing, fore·sees
To see or know beforehand: foresaw the rapid increase in unemployment.
, the Company's actual results could differ materially from those set forth in the forward-looking statements. Certain other factors that might cause the Company's actual results to differ materially from the forward-looking statements include the Company's ability to (i) successfully develop additional products and services and new applications for its existing products and services and otherwise respond to rapid changes in technology, (ii) successfully compete in its industry for customers and developers and other personnel with expertise in information technology, (iii) successfully identify and consummate To carry into completion; to fulfill; to accomplish.

A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife.
 acquisitions on favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 terms and integrate acquired businesses, (iv) successfully manage its growth and changing business, (v) be awarded contracts under its IS/IT and Preferred Supplier Agreement with the National Bank of Canada This article is about a commercial bank. For Canada's central bank, see Bank of Canada.

National Bank of Canada (Banque Nationale du Canada) TSX: NA is the sixth largest bank in Canada, and so is one of the Big Six banks.
, as well as other risks and uncertainties set forth under the heading "Risk and Risk Management" in its 2001 annual report.



                            COGNICASE Inc.
                 Consolidated Statements of Earnings
 (In thousands of Canadian dollars, except share and per share data)
--------------------------------------------------------------------

                   Six months   Six months Three months Three months
                        Ended        Ended        Ended        Ended
                     March 31     March 31     March 31     March 31
                         2002         2001         2002         2001
--------------------------------------------------------------------
                 (Unaudited)   (Unaudited)  (Unaudited)  (Unaudited)


Revenues            $241,154      $197,953     $123,079     $104,809
--------------------------------------------------------------------

Operating
 expenses
  Cost of
   revenues          161,399       138,926       80,703       71,522
  Selling and
   administrative
   expenses           48,845        42,575       25,066       23,380
  Research and
   development -
   net of tax
   credits             3,551         6,481        2,062        3,272
--------------------------------------------------------------------
                     213,795       187,982      107,831       98,174
--------------------------------------------------------------------

Earnings from
 operations
 before the
 undernoted           27,359         9,971       15,248        6,635
--------------------------------------------------------------------

Financial
 expenses
(income)                (80)           219         (179)          69
Loss (gain) on
 foreign
 exchange                 55         (244)          179           24
Other expenses
 (income)              (966)         (186)          102            -
Amortization of
 capital and
 other assets          6,890         3,952        3,867        2,120
--------------------------------------------------------------------
                       5,899         3,741        3,969        2,213
--------------------------------------------------------------------

Earnings before
 income taxes
 and amortization
 of goodwill          21,460         6,230       11,279        4,422
Provision for
 income taxes          7,726         2,170        4,061        1,541
--------------------------------------------------------------------

Earnings before
 amortization of
 goodwill             13,734         4,060        7,218        2,881

Amortization of
 goodwill (net
 of future
 income taxes)             -        13,945            -        7,132
--------------------------------------------------------------------

Net earnings
 (loss)              $13,734      $(9,885)       $7,218     $(4,251)
--------------------------------------------------------------------
--------------------------------------------------------------------

Earnings per
 share, before
 amortization
 of goodwill
  Basic                $0.28        $0.15         $0.14       $0.11
--------------------------------------------------------------------
--------------------------------------------------------------------
  Diluted              $0.26        $0.15         $0.13       $0.11
--------------------------------------------------------------------
--------------------------------------------------------------------

Net earnings
 (loss) per
 share
  Basic                $0.28       $(0.37)        $0.14      $(0.16)
--------------------------------------------------------------------
--------------------------------------------------------------------
  Diluted              $0.26       $(0.37)        $0.13      $(0.16)
--------------------------------------------------------------------
--------------------------------------------------------------------

Weighted
 average number
 of shares
 outstanding
  Basic            49,592,682  26,683,381    52,704,268  27,234,397
--------------------------------------------------------------------
--------------------------------------------------------------------
  Diluted          52,129,760  26,814,792    56,552,858  27,274,531
--------------------------------------------------------------------
--------------------------------------------------------------------



                                  COGNICASE Inc.
                          Consolidated Balance Sheets
                      (In thousands of Canadian dollars)
--------------------------------------------------------------------
                                         March 31      September 30
                                             2002              2001
--------------------------------------------------------------------
                                      (Unaudited)
ASSETS
Current assets
 Cash and cash equivalents                $76,209           $38,227
 Temporary investments                          -            10,093
 Accounts receivable (note 3)             142,773           110,655
 Work in process                           17,613            14,481
 Income taxes recoverable                       -            15,076
 Prepaid expenses                           7,241             3,780
 Future income taxes                          251                 -
-------------------------------------------------------------------
                                          244,087           192,312

Capital assets                             59,752            42,698
Future income taxes                        18,842            18,520
Investments                                 1,773             1,701
Goodwill                                  537,597           425,754
Other assets                               34,407             3,303
-------------------------------------------------------------------
                                         $896,458          $684,288
-------------------------------------------------------------------
-------------------------------------------------------------------

LIABILITIES
Current liabilities
 Bank advances                             $1,174            $1,887
 Accounts payable and accrued
  liabilities                              80,642            79,022
 Income taxes payable                       1,795                 -
 Deferred revenue                          21,802             8,419
 Future income taxes                            -             1,432
 Current portion of
 long-term debt                             9,444             4,747
-------------------------------------------------------------------
                                          114,857            95,507

Long-term debt and balance of
 purchase price payable                    30,257             6,587
Non-controlling interests                       -               426
-------------------------------------------------------------------
                                          145,114           102,520
-------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Capital stock                             753,774           597,687
Retained earnings (deficit)                 6,440           (7,294)
Cumulative translation
 adjustment                               (8,870)           (8,625)
-------------------------------------------------------------------
                                          751,344           581,768
-------------------------------------------------------------------
                                         $896,458          $684,288
-------------------------------------------------------------------
-------------------------------------------------------------------



                            COGNICASE Inc.
                 Consolidated Statements of Cash Flows

                   (In thousands of Canadian dollars)
--------------------------------------------------------------------
                  Six months   Six months Three months Three months
                       Ended        Ended        Ended        Ended
                    March 31     March 31     March 31     March 31
                        2002         2001         2002         2001
--------------------------------------------------------------------
                 (Unaudited)  (Unaudited)  (Unaudited)   (Unaudited)

CASH FLOWS FROM
 OPERATING
 ACTIVITIES
Net earnings (loss)  $13,734      $(9,885)      $7,218     $(4,251)
Adjustments for :
 Loss on
  disposal of
  capital assets         103           14          103          14
 Gain on
  disposal of a
  subsidiary          (1,069)           -            -           -
 Amortization of
  capital and
  other assets         6,890        3,952        3,867       2,120
 Amortization of
  goodwill                 -       14,307            -       7,315
 Future income
  taxes                2,095       (1,750)       1,549      (1,837)
 Non-controlling
  interests             (368)        (200)        (368)        (21)
 Decrease (increase)
  in assets Accounts
  receivable         (10,347)     (21,150)      (2,371)     (8,535)
   Income taxes
    recoverable       14,755          986        1,563       3,397
   Work in process
    and prepaid
    expenses          (5,030)      (4,737)      (4,461)     (5,760)
   Other                 174            -          174           -
 Increase (decrease)
  in liabilities:
   Accounts payable
    and accrued
    liabilities      (13,944)       4,088      (11,466)     (2,325)
   Income taxes
    payable            1,795            -        1,795           -
   Deferred
    revenue            4,693        6,032        2,241       4,702
   Other                   -            -         (222)          -
--------------------------------------------------------------------
Net cash flows
 from (use in)
 operating
 activities           13,481      (8,343)        (378)     (5,181)

CASH FLOWS FROM
 INVESTING
 ACTIVITIES
Decrease in
 temporary
 investments          10,093            -            -           -
Purchase of
 capital assets       (7,629)     (16,247)      (2,375)     (8,543)
Proceeds on
 disposal of
 capital assets           69           50           69          31
Business
 acquisitions -
 net of cash and
 cash equivalents
 acquired            (20,364)          62     (17,887)          75
Proceeds on
 disposal of a
 subsidiary -
 net of cash and
 cash equivalents
 disposed                872            -            -           -
Investments                -         (726)           -        (506)
Other                      -         (673)          40        (652)
------------------------------------------------------------------
Net cash flows
 used in
 investing
 activities         (16,959)      (17,534)     (20,153)     (9,595)
------------------------------------------------------------------

CASH FLOWS FROM
 FINANCING
 ACTIVITIES
Increase
 (decrease) in
 bank advances       (1,981)       16,005       (1,297)     16,023
Issuance of
 long-term debt       4,422         2,748          672       2,748
Repayment of
 long-term debt      (3,464)       (1,562)      (2,017)       (753)
Issuance of
 capital stock       46,161         1,693          922         826
Expenditures
 related to
 issuance of
 capital stock       (3,682)            -       (1,243)          -
------------------------------------------------------------------

Net cash flows
 from (used in)
 financing
 activities          41,456        18,884       (2,963)     18,844
------------------------------------------------------------------

Increase (decrease)
 in cash and cash
 equivalents         37,978        (6,993)     (23,494)      4,068
Effect of
 exchange rate
 changes on cash
 and
cash
 equivalents              4           773          176         812
Cash and cash
 equivalents -
 beginning of
 period               38,227       17,286       99,527       6,186
------------------------------------------------------------------
Cash and cash
 equivalents -
 end of period       $76,209      $11,066      $76,209     $11,066
------------------------------------------------------------------
------------------------------------------------------------------

                                COGNICASE Inc.
                    Notes to consolidated financial statements
                                 (Unaudited )
------------------------------------------------------------------


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim financial statements

The interim financial statements as at March 31, 2002 and for the three and six months ended March 31, 2002 and 2001 are unaudited and include all adjustments, consisting only of normal recurring accruals Accruals

Accounts on a balance sheet that represent liabilities and non-cash-based assets used in accrual-based accounting. These accounts include, among many others, accounts payable, accounts receivable, goodwill, future tax liability and future interest expense.
, that management 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 The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 for annual financial statements; therefore, the interim financial statements should be read in conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with the annual financial statements for the year ended September 30, 2001. These interim financial statements have been prepared using the same accounting policies and methods of their application as the annual financial statements for the year ended September 30, 2001.

Business combinations and goodwill and other assets other assets

Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately.


Effective October 1, 2001, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants' Handbook section 3062, "Goodwill and Other Intangible Assets". This new section requires the use of the non-amortization approach to account for all purchased goodwill and indefinite-lived intangible assets.

In the year of adoption of section 3062, recorded goodwill and intangible assets must be evaluated, which may result in certain intangible assets being reclassified into goodwill or alternatively, amounts initially recorded as goodwill being separately identified and recognized apart from goodwill as intangible assets. In addition, prior to the end of the fiscal year in which section 3062 is adopted, the Company must complete an evaluation of the fair value of recorded goodwill and indefinite-lived intangible assets existing at the date of adoption, with any transitional impairment loss being charged to retained earnings.

As of March 31, 2002, the Company had allocated its existing goodwill to its reporting units and had completed an initial evaluation of the fair value of such reporting units. Based on the above, the Company has identified reporting units with respect to which goodwill, amounting to approximately $150,000,000, may be impaired See assistive technology. . The Company plans to complete its determination of the amount of impairment of goodwill related to such reporting units no later than the end of the current fiscal year.

NOTE 2: BUSINESS ACQUISITIONS

On December December: see month.  31, 2001, the Company acquired a 100% interest in M3i Systems Inc. ("M3i"), which is a designer and developer of mission critical Real-time Operation Noun 1. real-time operation - data processing fast enough to keep up with an outside process
real-time processing

data processing - (computer science) a series of operations on data by a computer in order to retrieve or transform or classify information
 Management Systems (ROMS ROMS Russian Multimedia and Internet Society
ROMS Regional Ocean Model System
ROMS Reactor Operations Monitoring System
ROMS Rated Officer Monitoring System
ROMS Remote Ocean-Surface Measuring Sensor
) for energy, telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. , and public safety organization, in exchange for total consideration amounting to $34,887,000, consisting of cash of $5,017,000, a balance of purchase price payable in common shares to be issued valued at $14,875,000 and notes payable for $14,140,000 expiring ex·pire  
v. ex·pired, ex·pir·ing, ex·pires

v.intr.
1. To come to an end; terminate: My membership in the club has expired.

2.
 from twelve to forty-eight months after the acquisition date and the insuance of 84,690 common shares valued at $855,000.

On March 14, 2002 the Company acquired a 100% interest in Applied Terravision Systems Inc. ("ATS"), which provides proprietary enterprise e-solutions, focusing on the Application Service Provider (ASP asp, popular name for several species of viper, one of which, the European asp (Vipera aspis), is native to S Europe. It is also a name for the Egyptian cobra (Naja haja). ), and business function outsourcing (BFO BFO Beat Frequency Oscillator
BFO Basic Formal Ontology
BFO Blinding Flash of the Obvious
BFO Bunker Fuel Oil
BFO Balanced Forearm Orthosis
BFO Blood Forming Organ
BFO Blazing Flash of the Obvious
BFO Best & Final Offer
BFO Bug-Fix Only
) delivery models, in exchange for total consideration amounting to $63,393,000, consisting of cash of $6,417,000 and the issuance of 5,933,913 common shares valued at $56,976,000.

During the period ended March 31, 2002, the Company acquired 100% interest in 15 other companies ("Other"), which provide strategic consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.)
service - work done by one person or group that benefits another; "budget separately for goods and services"
 and system integration services, software implementation, data conversion, design and development of a proprietary enterprise resource planning See ERP.

(application, business) Enterprise Resource Planning - (ERP) Any software system designed to support and automate the business processes of medium and large businesses.
 (ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer. ), applications specialized spe·cial·ize  
v. spe·cial·ized, spe·cial·iz·ing, spe·cial·iz·es

v.intr.
1. To pursue a special activity, occupation, or field of study.

2.
 in treasury systems for foreign exchange, an application that automates and manages recruitment recruitment /re·cruit·ment/ (re-krldbomact´ment)
1. the gradual increase to a maximum in a reflex when a stimulus of unaltered intensity is prolonged.

2.
 and hiring processes and electric power engineering software, in exchange for total consideration amounting to $59,672,000, consisting of cash of $12,237,000, a balance of purchase price of $7,775,000 of cash and $16,750,000 of common shares to be issued and the issuance of 2,665,409 common shares valued at $22,910,000


(In thousands of Canadian dollars)
---------------------------------------------------------------------
                                        M3i     ATS     Other   Total

Current assets                       12,914   7,739     9,893  30,546
Capital assets                        9,822   4,959     1,422  16,203
Future income taxes                       -       -       312     312
Other assets                          4,544  10,232    14,978  29,754
---------------------------------------------------------------------
Total assets acquired                27,280  22,930    26,605  76,815
---------------------------------------------------------------------

Current liabilities                  13,508   7,771     9,319  30,598
Long-term debt and capital lease
 obligations.                         1,559   1,767       351   3,677
Future income taxes                       -       -       146     146
---------------------------------------------------------------------
Total liabilities assumed            15,067   9,538     9,816  34,421
---------------------------------------------------------------------

Net identifiable assets acquired     12,213  13,392    16,789  42,394
Goodwill                             22,674  50,001    42,883 115,558

---------------------------------------------------------------------
Purchase Price                       34,887  63,393    59,672 157,952

Less:
Common shares issued                    855  56,976    22,910  80,741
Balance of purchase price            29,015       -    24,525  53,540
Cash and cash equivalents acquired    2,450     363       494   3,307
---------------------------------------------------------------------
Cash paid net of cash and cash
 equivalents acquired/ (cash
 acquired net of cash and cash
 equivalents paid)                    2,567   6,054    11,743  20,364
---------------------------------------------------------------------
---------------------------------------------------------------------

      The Company is currently completing its final review and
determination of the purchase price allocation with respect to
business acquisitions completed in the second quarter of fiscal year
2002. More specifically, there may be adjustments to acquired
intangible assets, goodwill and future income taxes. Accordingly the
allocation of the purchase price is subject to revision based on the
final determination of the fair values of intangible assets acquired,
if any, pursuant to such acquisitions.

      NOTE 3 : ACCOUNTS RECEIVABLE

(In thousands of Canadian dollars)           March 31   September 30
                                                 2002           2001
--------------------------------------------------------------------
Trade accounts                                107,176         85,465
Tax credits receivable                         29,695         19,046
Other                                           5,902          6,144
--------------------------------------------------------------------
                                              142,773        110,655
--------------------------------------------------------------------
--------------------------------------------------------------------

      NOTE 4: CAPITAL STOCK

      Pursuant to the filing of a prospectus dated December 14, 2001,
the Company issued 4,400,000 common shares in Canada for gross cash
proceeds of $10.10 per share. The net proceeds to the Company amounted
to $42,001,000 after deducting underwriting commissions and other
expenses totalling $2,439,000 net of future income taxes of
$1,243,000.

      NOTE 5: OUTSTANDING SHARES DATA

      As of April 30, 2002, the Company had 60,435,502 common shares and
4,059,715 options outstanding. As of March 31, 2002, the Company has
completed nineteen acquisitions under which capital stock, valued at
$40,535,000, will be issued from three to forty-eight months after the
acquisition dates.

      NOTE 6: SEGMENTED INFORMATION

(In thousands of Canadian dollars, except per share data)
--------------------------------------------------------------------
                        Six months ended March 31, 2002
                                  (Unaudited)
---------------------------------------------------------------------
             Processing
               Services       Systems   Reconciliation
          & Outsourcing   Integration          Entries   Consolidated
                    (a)           (b)
---------------------------------------------------------------------

Revenues from
  external
  customers     158,645       82,509                 -        241,154

Earnings (loss)
 from
 Operations (1)  21,285        5,116                958        27,359

Earnings (loss)
 before
 amortization
 of goodwill     10,221        2,265              1,248        13,734

EPS diluted (2)    0.20         0.04               0.02          0.26
----------------------------------------------------------------------

                        Six months ended March 31, 2001
                                  (Unaudited)
----------------------------------------------------------------------
             Processing
               Services       Systems   Reconciliation
          & Outsourcing   Integration          Entries   Consolidated
                    (a)           (b)
----------------------------------------------------------------------
Revenues from
  external
  customers     143,012       54,941                 -        197,953
Earnings (loss)
 from
 Operations (1)  12,651       (1,762)             (918)         9,971

Earnings (loss)
 before
 amortization
 of goodwill      6,248       (1,983)             (205)         4,060

EPS diluted (2)    0.23        (0.07)            (0.01)          0.15
----------------------------------------------------------------------

                       Three months ended March 31, 2002
                                  (Unaudited)
----------------------------------------------------------------------

             Processing
               Services       Systems   Reconciliation
          & Outsourcing   Integration          Entries   Consolidated
                    (a)           (b)
----------------------------------------------------------------------
Revenues from
  external
  customers      80,373       42,706                 -        123,079

Earnings (loss)
 from
 Operations (1)  11,702        2,937               609         15,248

Earnings (loss)
 before
 amortization
 of goodwill      5,564        1,329               325          7,218

EPS diluted (2)    0.10         0.02              0.01           0.13
----------------------------------------------------------------------

                       Three months ended March 31, 2001
                                  (Unaudited)
----------------------------------------------------------------------
             Processing
               Services       Systems   Reconciliation
          & Outsourcing   Integration          Entries   Consolidated
                    (a)           (b)
----------------------------------------------------------------------
Revenues from
  external
  customers      76,379       28,430                 -        104,809

Earnings (loss)
 from
 Operations (1)   7,722         (364)              (723)        6,635

Earnings (loss)
 before
 amortization
 of goodwill      3,945         (666)              (398)        2,881

EPS diluted (2)    0.14        (0.02)             (0.01)         0.11
----------------------------------------------------------------------


(1) Earnings (loss) from operations before financial expenses

(income), loss (gain) on foreign exchange, other expenses

(income) and amortization of capital and other assets.

(2) Net earnings (loss) per share, excluding amortization of

goodwill.

(3) On October 1, 2001 the Company reorganized re·or·gan·ize  
v. re·or·gan·ized, re·or·gan·iz·ing, re·or·gan·iz·es

v.tr.
To organize again or anew.

v.intr.
To undergo or effect changes in organization.
 its corporate

structure into two operating units operating unit

A type of operating company that engages in transactions with outsiders and that is owned by another business. For example, in 1995 the stockholders of Capital Cities/ABC approved a $19 billion merger with the Walt Disney Company, whereupon
. Therefore, management

identified two reportable segments, being Processing Services

& Outsourcing and Systems Integration. Consequently,

comparative figures have been reclassified in order to comply

with this new reporting basis.

(a) Processing Services & Outsourcing unit includes business

process outsourcing, application development outsourcing, and

financial processing services and solutions.

(b) Systems integration unit includes project-oriented consulting

and systems integration services.

NOTE 7: COMPARATIVE FIGURES

Certain comparative figures have been reclassified in order to comply with the new basis of presentation.
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Comment:COGNICASE Reports Strong Second Quarter Results.
Publication:Business Wire
Geographic Code:1CANA
Date:May 7, 2002
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