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6-K Filing
CGI (GIB) 6-KBasis of Presentation
Filed: 27 Jul 22, 7:31am
Exhibit 99.2
Interim Condensed Consolidated Financial Statements of
CGI INC.
For the three and nine months ended June 30, 2022 and 2021
(unaudited)
Interim Consolidated Statements of Earnings
For the three and nine months ended June 30
(in thousands of Canadian dollars, except per share data) (unaudited)
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||||
Notes | 2022 | 2021 | 2022 | 2021 | ||||||||||||||
$ | $ | $ | $ | |||||||||||||||
Revenue | 8 | 3,258,638 | 3,021,354 | 9,619,980 | 9,119,335 | |||||||||||||
Operating expenses | ||||||||||||||||||
Costs of services, selling and administrative | 2,738,041 | 2,542,669 | 8,054,424 | 7,662,886 | ||||||||||||||
Acquisition-related and integration costs | 6b | 8,014 | 615 | 12,879 | 6,202 | |||||||||||||
Net finance costs | 22,887 | 25,656 | 71,004 | 79,065 | ||||||||||||||
Foreign exchange loss (gain) | 727 | 1,916 | 616 | (2,372 | ) | |||||||||||||
2,769,669 | 2,570,856 | 8,138,923 | 7,745,781 | |||||||||||||||
Earnings before income taxes | 488,969 | 450,498 | 1,481,057 | 1,373,554 | ||||||||||||||
Income tax expense | 124,625 | 112,024 | 377,277 | 350,416 | ||||||||||||||
Net earnings | 364,344 | 338,474 | 1,103,780 | 1,023,138 | ||||||||||||||
Earnings per share | ||||||||||||||||||
Basic earnings per share | 5c | 1.53 | 1.38 | 4.59 | 4.08 | |||||||||||||
Diluted earnings per share | 5c | 1.51 | 1.36 | 4.53 | 4.02 |
See Notes to the Interim Condensed Consolidated Financial Statements.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 1 |
Interim Consolidated Statements of Comprehensive Income
For the three and nine months ended June 30
(in thousands of Canadian dollars) (unaudited)
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Net earnings | 364,344 | 338,474 | 1,103,780 | 1,023,138 | ||||||||||||
Items that will be reclassified subsequently to net earnings (net of income | ||||||||||||||||
Net unrealized losses on translating financial statements of foreign | (126,313 | ) | (69,811 | ) | (491,618 | ) | (456,618 | ) | ||||||||
Net (losses) gains on cross-currency swaps and on translating long- | (3,354 | ) | 28,932 | 69,993 | 189,550 | |||||||||||
Deferred gains (costs) of hedging on cross-currency swaps | 5,680 | (1,458 | ) | (1,285 | ) | (6,437 | ) | |||||||||
Net unrealized gains (losses) on cash flow hedges | 4,644 | 635 | 15,611 | (1,058 | ) | |||||||||||
Net unrealized losses on financial assets at fair value through other | (1,616 | ) | (510 | ) | (5,605 | ) | (1,532 | ) | ||||||||
Items that will not be reclassified subsequently to net earnings (net of | ||||||||||||||||
Net remeasurement gains on defined benefit plans | 37,653 | 24,886 | 71,871 | 32,013 | ||||||||||||
Other comprehensive loss | (83,306 | ) | (17,326 | ) | (341,033 | ) | (244,082 | ) | ||||||||
Comprehensive income | 281,038 | 321,148 | 762,747 | 779,056 |
See Notes to the Interim Condensed Consolidated Financial Statements.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 2 |
Interim Consolidated Balance Sheets
(in thousands of Canadian dollars) (unaudited)
Notes | | As at June 30, 2022 | | | As at September 30, 2021 | | ||||
$ | $ | |||||||||
Assets | ||||||||||
Current assets | ||||||||||
Cash and cash equivalents | 7c and 9 | 779,623 | 1,699,206 | |||||||
Accounts receivable | 1,394,769 | 1,231,452 | ||||||||
Work in progress | 1,143,666 | 1,045,058 | ||||||||
Current financial assets | 9 | 25,751 | 18,961 | |||||||
Prepaid expenses and other current assets | 274,873 | 172,371 | ||||||||
Income taxes | 4,552 | 4,936 | ||||||||
Total current assets before funds held for clients | 3,623,234 | 4,171,984 | ||||||||
Funds held for clients | 687,018 | 593,154 | ||||||||
Total current assets | 4,310,252 | 4,765,138 | ||||||||
Property, plant and equipment | 353,340 | 352,092 | ||||||||
Right-of-use assets | 506,844 | 586,207 | ||||||||
Contract costs | 250,114 | 230,562 | ||||||||
Intangible assets | 620,704 | 506,793 | ||||||||
Other long-term assets | 238,789 | 191,512 | ||||||||
Long-term financial assets | 243,127 | 152,658 | ||||||||
Deferred tax assets | 40,420 | 96,358 | ||||||||
Goodwill | 8,352,773 | 8,139,701 | ||||||||
14,916,363 | 15,021,021 | |||||||||
Liabilities | ||||||||||
Current liabilities | ||||||||||
Accounts payable and accrued liabilities | 1,048,537 | 891,374 | ||||||||
Accrued compensation and employee-related liabilities | 1,145,027 | 1,084,014 | ||||||||
Current portion of long-term debt | 116,298 | 392,727 | ||||||||
Deferred revenue | 463,889 | 445,740 | ||||||||
Income taxes | 182,042 | 160,651 | ||||||||
Current portion of lease liabilities | 156,861 | 167,819 | ||||||||
Provisions | 28,947 | 63,549 | ||||||||
Current derivative financial instruments | 9 | 7,502 | 6,497 | |||||||
Total current liabilities before clients’ funds obligations | 3,149,103 | 3,212,371 | ||||||||
Clients’ funds obligations | 691,875 | 591,101 | ||||||||
Total current liabilities | 3,840,978 | 3,803,472 | ||||||||
Long-term debt | 3,039,667 | 3,008,929 | ||||||||
Long-term income taxes | — | 5,719 | ||||||||
Long-term lease liabilities | 527,309 | 609,121 | ||||||||
Long-term provisions | 16,401 | 26,576 | ||||||||
Other long-term liabilities | 207,992 | 202,662 | ||||||||
Long-term derivative financial instruments | 9 | 14,792 | 41,784 | |||||||
Deferred tax liabilities | 152,011 | 132,038 | ||||||||
Retirement benefits obligations | 136,871 | 204,488 | ||||||||
7,936,021 | 8,034,789 | |||||||||
Equity | ||||||||||
Retained earnings | 5,183,776 | 4,732,229 | ||||||||
Accumulated other comprehensive (loss) income | 4 | (9,453 | ) | 331,580 | ||||||
Capital stock | 5a | 1,502,432 | 1,632,705 | |||||||
Contributed surplus | 303,587 | 289,718 | ||||||||
6,980,342 | 6,986,232 | |||||||||
14,916,363 | 15,021,021 |
See Notes to the Interim Condensed Consolidated Financial Statements.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 3 |
Interim Consolidated Statements of Changes in Equity
For the nine months ended June 30
(in thousands of Canadian dollars) (unaudited)
Notes | Retained earnings | Accumulated other comprehensive (loss) income | Capital stock | Contributed surplus | Total equity | |||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance as at September 30, 2021 | 4,732,229 | 331,580 | 1,632,705 | 289,718 | 6,986,232 | |||||||||||||||||||
Net earnings | 1,103,780 | — | — | — | 1,103,780 | |||||||||||||||||||
Other comprehensive loss | — | (341,033 | ) | — | — | (341,033 | ) | |||||||||||||||||
Comprehensive income (loss) | 1,103,780 | (341,033 | ) | — | — | 762,747 | ||||||||||||||||||
Share-based payment costs | — | — | — | 36,597 | 36,597 | |||||||||||||||||||
Income tax impact associated with stock options | — | — | — | (780 | ) | (780 | ) | |||||||||||||||||
Exercise of stock options | 5a | — | — | 36,039 | (6,127 | ) | 29,912 | |||||||||||||||||
Exercise of performance share units | 5a | — | — | 15,821 | (15,821 | ) | — | |||||||||||||||||
Purchase for cancellation of Class A subordinate voting shares | 5a | (652,233 | ) | — | (111,830 | ) | — | (764,063 | ) | |||||||||||||||
Purchase of Class A subordinate voting shares held in trusts | 5a | — | — | (70,303 | ) | — | (70,303 | ) | ||||||||||||||||
Balance as at June 30, 2022 | 5,183,776 | (9,453 | ) | 1,502,432 | 303,587 | 6,980,342 | ||||||||||||||||||
Notes | Retained earnings | Accumulated other comprehensive | Capital stock | Contributed surplus | Total equity | |||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||
Balance as at September 30, 2020 | 4,703,642 | 545,710 | 1,761,873 | 252,935 | 7,264,160 | |||||||||||||||||||
Net earnings | 1,023,138 | — | — | — | 1,023,138 | |||||||||||||||||||
Other comprehensive loss | — | (244,082 | ) | — | — | (244,082 | ) | |||||||||||||||||
Comprehensive income (loss) | 1,023,138 | (244,082 | ) | — | — | 779,056 | ||||||||||||||||||
Share-based payment costs | — | — | — | 35,061 | 35,061 | |||||||||||||||||||
Income tax impact associated with stock options | — | — | — | 13,782 | 13,782 | |||||||||||||||||||
Exercise of stock options | 5a | — | — | 62,383 | (10,797 | ) | 51,586 | |||||||||||||||||
Exercise of performance share units | 5a | — | — | 6,876 | (6,876 | ) | — | |||||||||||||||||
Purchase for cancellation of Class A subordinate voting shares | 5a | (1,325,264 | ) | — | (177,560 | ) | — | (1,502,824 | ) | |||||||||||||||
Purchase of Class A subordinate voting shares held in trusts | 5a | — | — | (31,404 | ) | — | (31,404 | ) | ||||||||||||||||
Balance as at June 30, 2021 | 4,401,516 | 301,628 | 1,622,168 | 284,105 | 6,609,417 |
See Notes to the Interim Condensed Consolidated Financial Statements.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 4 |
Interim Consolidated Statements of Cash Flows
For the three and nine months ended June 30
(in thousands of Canadian dollars) (unaudited)
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||||||
Notes | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||
$ | $ | $ | $ | |||||||||||||||||
Operating activities | ||||||||||||||||||||
Net earnings | 364,344 | 338,474 | 1,103,780 | 1,023,138 | ||||||||||||||||
Adjustments for: | ||||||||||||||||||||
Amortization, depreciation and impairment | 116,577 | 125,787 | 353,602 | 382,951 | ||||||||||||||||
Deferred income tax expense (recovery) | 4,222 | 3,355 | (5,242 | ) | (38,295 | ) | ||||||||||||||
Foreign exchange (gain) loss | (1,396 | ) | 5,179 | (4,105 | ) | 1,036 | ||||||||||||||
Share-based payment costs | 11,581 | 11,494 | 36,597 | 35,061 | ||||||||||||||||
Gain on leases termination and sale of property, plant and | (2,333 | ) | — | (4,595 | ) | — | ||||||||||||||
Net change in non-cash working capital items | 7a | (73,812 | ) | (65,385 | ) | (103,900 | ) | 185,103 | ||||||||||||
Cash provided by operating activities | 419,183 | 418,904 | 1,376,137 | 1,588,994 | ||||||||||||||||
Investing activities | ||||||||||||||||||||
Net change in short-term investments | (1,102 | ) | (147 | ) | (3,208 | ) | 1,326 | |||||||||||||
Business acquisitions (considering bank overdraft assumed and | (414,389 | ) | (65,830 | ) | (572,407 | ) | (94,430 | ) | ||||||||||||
Purchase of property, plant and equipment | (42,307 | ) | (39,534 | ) | (117,893 | ) | (89,814 | ) | ||||||||||||
Proceeds from sale of property, plant and equipment | 3,790 | — | 3,790 | — | ||||||||||||||||
Additions to contract costs | (19,814 | ) | (14,949 | ) | (60,293 | ) | (49,800 | ) | ||||||||||||
Additions to intangible assets | (39,721 | ) | (30,101 | ) | (96,871 | ) | (85,298 | ) | ||||||||||||
Purchase of long-term investments | (1,024 | ) | (356 | ) | (4,203 | ) | (2,822 | ) | ||||||||||||
Proceeds from sale of long-term investments | 2,313 | 214 | 7,893 | 3,400 | ||||||||||||||||
Cash used in investing activities | (512,254 | ) | (150,703 | ) | (843,192 | ) | (317,438 | ) | ||||||||||||
Financing activities | ||||||||||||||||||||
Increase of long-term debt | — | 3,401 | — | 33,265 | ||||||||||||||||
Repayment of long-term debt | (3,342 | ) | (713 | ) | (334,187 | ) | (43,075 | ) | ||||||||||||
Payment of lease liabilities | (39,747 | ) | (39,053 | ) | (112,922 | ) | (130,829 | ) | ||||||||||||
Repayment of debt assumed in business acquisitions | (24,358 | ) | — | (108,916 | ) | — | ||||||||||||||
Purchase of Class A subordinate voting shares held in trusts | 5a | — | — | (70,303 | ) | (31,404 | ) | |||||||||||||
Purchase and cancellation of Class A subordinate voting shares | 5a | (113,550 | ) | (319,701 | ) | (780,465 | ) | (1,502,824 | ) | |||||||||||
Issuance of Class A subordinate voting shares | 8,925 | 22,795 | 29,916 | 51,635 | ||||||||||||||||
Cash used in financing activities | (172,072 | ) | (333,271 | ) | (1,376,877 | ) | (1,623,232 | ) | ||||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | (11,486 | ) | (7,767 | ) | (75,651 | ) | (89,352 | ) | ||||||||||||
Net decrease in cash and cash equivalents | (276,629 | ) | (72,837 | ) | (919,583 | ) | (441,028 | ) | ||||||||||||
Cash and cash equivalents, beginning of period | 1,056,252 | 1,339,794 | 1,699,206 | 1,707,985 | ||||||||||||||||
Cash and cash equivalents, end of period | 779,623 | 1,266,957 | 779,623 | 1,266,957 |
See Notes to the Interim Condensed Consolidated Financial Statements.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 5 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
1. | Description of business |
CGI Inc. (the Company), directly or through its subsidiaries, provides managed information technology (IT) and business process services, business consulting, strategic IT consulting and systems integration, as well as the sale of software solutions to help clients effectively realize their strategies and create added value. The Company was incorporated under Part IA of the Companies Act (Québec), predecessor to the Business Corporations Act (Québec) which came into force on February 14, 2011 and its Class A subordinate voting shares are publicly traded. The executive and registered office of the Company is situated at 1350 René-Lévesque Blvd. West, Montréal, Québec, Canada, H3G 1T4.
2. | Basis of preparation |
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). In addition, the interim condensed consolidated financial statements have been prepared in accordance with the accounting policies set out in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2021 which were consistently applied to all periods presented, except for the new accounting standard adopted on October 1, 2021, as described below in Note 3, Accounting policies.
These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended September 30, 2021.
The Company’s interim condensed consolidated financial statements for the three and nine months ended June 30, 2022 and 2021 were authorized for issue by the Board of Directors on July 26, 2022.
3. | Accounting policies |
USE OF JUDGEMENTS AND ESTIMATES
For the period ended June 30, 2022, the Company assessed the impact of the uncertainties around the COVID-19 pandemic, on its balance sheet carrying amounts. This review required the use of judgements and estimates and resulted in no material impacts.
The Company will continue to monitor the impact of the development of the COVID-19 pandemic in future reporting periods.
ADOPTION OF ACCOUNTING STANDARD
The following standard has been adopted by the Company on October 1, 2021:
In August 2020, the IASB issued Interest Rate Benchmark Reform-Phase 2, which amends IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures and IFRS 16 Leases. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform.
For financial instruments at amortized cost, the amendment introduces a practical expedient such that if a change to contractual cash flow occurs as a direct consequence of the interbank offered rates (IBORs) reform and on economically equivalent terms to the previous basis, it will not result in an immediate gain or loss recognition. As for hedge accounting, the practical expedient allows hedge instrument relationships directly affected by the reform to continue. However, additional ineffectiveness might need to be recorded.
The Company has financial instruments exposed to the 1 month USD Libor rate, which is planned to expire in June 2023. As at June 30, 2022, the only instruments with a maturity date subsequent to June 2023 directly impacted by the IBORs reform are the unsecured committed term loan credit facility and the related cross-currency interest rate swaps (the hedging instruments) expiring in December 2023.
The Company is currently managing the process to transition the existing impacted agreements to an alternative rate.
The implementation of this amendment resulted in no impact on the Company’s interim condensed consolidated financial statements.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 6 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
3. | Accounting policies (continued) |
FUTURE ACCOUNTING STANDARD CHANGES
The following standards have been issued but are not yet effective as of June 30, 2022:
In May 2020, the IASB amended IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The amendment clarifies that for assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental cost of fulfilling that contract and an allocation of other costs that relates directly to fulfilling the contract. The standard will be effective on October 1, 2022 for the Company, with earlier application permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Accounting standards currently issued by the IASB, but effective on October 1, 2023 for the Company, with earlier application permitted, are described in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2021.
4. | Accumulated other comprehensive (loss) income |
As at June 30, 2022 | As at September 30, 2021 | |||||||
$ | $ | |||||||
Items that will be reclassified subsequently to net earnings: | ||||||||
Net unrealized gains on translating financial statements of foreign operations, net of | 119,612 | 611,230 | ||||||
Net losses on cross-currency swaps and on translating long-term debt designated as hedges | (197,156 | ) | (267,149 | ) | ||||
Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense | 5,284 | 6,569 | ||||||
Net unrealized gains on cash flow hedges, net of accumulated income tax expense of $7,104 | 20,640 | 5,029 | ||||||
Net unrealized (losses) gains on financial assets at fair value through other comprehensive | (3,414 | ) | 2,191 | |||||
Items that will not be reclassified subsequently to net earnings: | ||||||||
Net remeasurement gains (losses) on defined benefit plans, net of accumulated income tax | 45,581 | (26,290 | ) | |||||
(9,453 | ) | 331,580 |
For the nine months ended June 30, 2022, $1,846,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $253,000, previously recognized in other comprehensive income, were reclassified in the consolidated statements of earnings ($2,250,000 of the net unrealized losses on cash flow hedges, net of income tax recovery of $1,150,000, were reclassified for the nine months ended June 30, 2021).
For the nine months ended June 30, 2022, $8,035,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $2,898,000, were also reclassified in the consolidated statements of earnings ($7,713,000 and $2,780,000, respectively, were reclassified for the nine months ended June 30, 2021).
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 7 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
5. | Capital stock, share-based payments and earnings per share |
a) | Capital stock |
Class A subordinate voting shares | Class B multiple voting shares | Total | ||||||||||||||||||||||
Number | Carrying value | Number | Carrying value | Number | Carrying value | |||||||||||||||||||
$ | $ | $ | ||||||||||||||||||||||
As at September 30, 2021 | 219,171,329 | 1,595,811 | 26,445,706 | 36,894 | 245,617,035 | 1,632,705 | ||||||||||||||||||
Performance share units (PSUs) exercised1 | — | 15,821 | — | — | — | 15,821 | ||||||||||||||||||
Issued upon exercise of stock options2 | 647,078 | 36,039 | — | — | 647,078 | 36,039 | ||||||||||||||||||
Purchased and cancelled3 | (7,549,725 | ) | (111,830 | ) | — | — | (7,549,725 | ) | (111,830 | ) | ||||||||||||||
Purchased and held in trusts4 | — | (70,303 | ) | — | — | — | (70,303 | ) | ||||||||||||||||
As at June 30, 2022 | 212,268,682 | 1,465,538 | 26,445,706 | 36,894 | 238,714,388 | 1,502,432 |
1 | During the nine months ended June 30, 2022, 237,294 PSUs were exercised (114,914 during the nine months ended June 30, 2021) with a recorded value of $15,821,000 ($6,876,000 during the nine months ended June 30, 2021) that was removed from contributed surplus. As at June 30, 2022, 1,841,955 Class A subordinate voting shares were held in trusts under the PSU plans (1,433,696 as at June 30, 2021). |
2 | The carrying value of Class A subordinate voting shares includes $6,127,000 which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the nine months ended June 30, 2022 ($10,797,000 during the nine months ended June 30, 2021). |
3 | On February 1, 2022, the Company’s Board of Directors authorized, and subsequently received the regulatory approval from the Toronto Stock Exchange (TSX), for the renewal of the Normal Course Issuer Bid (NCIB) for the purchase for cancellation of up to 18,781,981 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares are available for purchase for cancellation commencing on February 6, 2022 until no later than February 5, 2023, or on such earlier date when the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB or elects to terminate the bid. |
During the nine months ended June 30, 2022, the Company purchased for cancellation 3,968,159 Class A subordinate voting shares from the Caisse de dépôt et placement du Québec for a cash consideration of $400,000,000 (4,204,865 and $400,000,000, respectively during the nine months ended June 30, 2021). The excess of the purchase price over the carrying value in the amount of $315,112,000 was charged to retained earnings ($310,048,000 during the nine months ended June 30, 2021). The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB. |
In addition, during the nine months ended June 30, 2022, the Company purchased for cancellation 3,431,566 Class A subordinate voting shares (11,105,600 during the nine months ended June 30, 2021) under its previous and current NCIB for a cash consideration of $364,063,000, ($1,102,824,000 for the nine months ended June 30, 2021) and the excess of the purchase price over the carrying value in the amount of $337,121,000 ($1,015,216,000 for the nine months ended June 30, 2021) was charged to retained earnings. |
As of September 30, 2021, 150,000 Class A subordinate voting shares purchased for cancellation, for a cash consideration of $16,402,000 and with a carrying value of $1,181,000, were held by the Company, and they were paid and cancelled during the nine months ended June 30, 2022. |
4 | During the nine months ended June 30, 2022, the trustees, in accordance with the terms of the PSU plans and Trust Agreements, purchased 643,629 Class A subordinate voting shares of the Company on the open market (309,606 during the nine months ended June 30, 2021) for a cash consideration of $70,303,000 ($31,404,000 during the nine months ended June 30, 2021). |
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 8 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
5. | Capital stock, share-based payments and earnings per share (continued) |
b) | Share-based payments |
i) | Performance share units (PSUs) |
During the nine months ended June 30, 2022, 805,699 PSUs were granted, 237,294 were exercised (Note 5a) and 165,516 were forfeited. The PSUs granted in the period had a grant date fair value of $109.07 per unit.
ii) | Stock options |
During the nine months ended June 30, 2022, 647,078 stock options were exercised (Note 5a) and 185,085 were forfeited.
c) | Earnings per share |
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended June 30:
Three months ended June 30 | ||||||||||||||||||||||||
2022 | 2021 | |||||||||||||||||||||||
| Net earnings | | | Weighted average number of shares outstanding1 | | | Earnings per share | | | Net earnings |
| | Weighted average number of shares outstanding1 | | | Earnings per share |
| |||||||
$ | $ | $ | $ | |||||||||||||||||||||
Basic | 364,344 | 237,436,642 | 1.53 | 338,474 | 245,530,289 | 1.38 | ||||||||||||||||||
Net effect of dilutive stock | 3,366,038 | 4,006,037 | ||||||||||||||||||||||
Diluted | 364,344 | 240,802,680 | 1.51 | 338,474 | 249,536,326 | 1.36 | ||||||||||||||||||
Nine months ended June 30 | ||||||||||||||||||||||||
2022 | 2021 | |||||||||||||||||||||||
| Net earnings | | | Weighted average number of shares outstanding1 | | | Earnings per share | | | Net earnings |
| | Weighted average number of shares outstanding1 | | | Earnings per share |
| |||||||
$ | $ | $ | $ | |||||||||||||||||||||
Basic | 1,103,780 | 240,239,796 | 4.59 | 1,023,138 | 250,817,197 | 4.08 | ||||||||||||||||||
Net effect of dilutive stock | 3,604,791 | 3,847,571 | ||||||||||||||||||||||
Diluted | 1,103,780 | 243,844,587 | 4.53 | 1,023,138 | 254,664,768 | 4.02 |
1 | During the three months ended June 30, 2022, 1,120,800 Class A subordinate voting shares purchased for cancellation and 1,841,955 Class A subordinate voting shares held in trusts were excluded from the calculation of the weighted average number of shares outstanding as of the date of the transaction (2,949,800 and 1,437,715, respectively during the three months ended June 30, 2021). During the nine months ended June 30, 2022, 7,549,725 Class A subordinate voting shares purchased for cancellation and 1,841,955 Class A subordinate voting shares held in trusts were excluded from the calculation of the weighted average number of shares outstanding as of the date of the transaction (15,310,465 and 1,437,715, respectively during the nine months ended June 30, 2021). |
2 | The calculation of the diluted earnings per share excluded 1,092,129 and 312,984 stock options, respectively, for the three and nine months ended June 30, 2022 (1,292,447 and 1,295,600, during the three and nine months ended June 30, 2021), as they were anti-dilutive. |
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 9 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
6. | Investments in subsidiaries |
a) | Business acquisitions realized in the current fiscal year |
The Company made the following acquisitions during the nine months ended June 30, 2022:
– | On October 1, 2021, the Company acquired all of the outstanding shares of Array Holding Company, Inc. (Array), for a purchase price of $63,279,000. Based in the United States, Array is a digital services provider that optimizes mission performance for the U.S. Department of Defense and other government organizations and is headquartered in Greenbelt, Maryland. |
– | On October 28, 2021, the Company acquired all of the outstanding shares of Cognicase Management Consulting (CMC), for a purchase price of $93,080,000. Based in Spain, CMC is a provider of technology and management consulting services and solutions, headquartered in Madrid. |
– | On February 28, 2022, the Company acquired all of the outstanding shares of Unico Computer Systems Pty Ltd (Unico), for a purchase price of $39,814,000. Based in Australia, Unico is a technology consultancy and systems integrator, headquartered in Melbourne. |
– | On May 25, 2022, the Company acquired all of the outstanding shares of Harwell Management (Harwell), for a purchase price of $47,309,000. Based in France, Harwell is a management consulting firm specializing in the financial services industry, headquartered in Paris. |
– | On May 31, 2022, the Company acquired 72.4% of the outstanding shares (excluding treasury shares) of Umanis SA (Umanis) for a purchase price of $303,896,000 and filed with the French financial markets authority (Autorité des Marchés Financiers) the draft mandatory tender offer to purchase the remaining outstanding shares. Based in France, Umanis is a digital company specializing in data, digital and business solutions, headquartered in Paris. |
By June 30, 2022, the Company had acquired an additional 13.0% interest in Umanis, for a cash consideration of $54,428,000, for an aggregate total of 85.4%, and for which an amount of $11,268,000 remains unpaid . As at June 30, 2022, the unpaid balance and the remaining outstanding shares to be acquired are included in accounts payable and accrued liabilities.
The Company now owns more than 90.0% of the outstanding shares (excluding treasury shares) pursuant to the mandatory tender offer. On July 18, 2022, the Company launched a statutory squeeze out process to acquire all remaining outstanding shares of Umanis.
These acquisitions were made to further expand CGI’s footprint in their respective regions and to complement CGI’s proximity model.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 10 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
6. | Investments in subsidiaries (continued) |
a) | Business acquisitions realized in the current fiscal year (continued) |
The following table presents the preliminary fair value of assets acquired and liabilities assumed for all acquisitions based on the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed:
CMC | Umanis | Others | Total | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Current assets | 46,826 | 104,555 | 18,915 | 170,296 | ||||||||||||
Property, plant and equipment | 1,556 | 5,406 | 1,637 | 8,599 | ||||||||||||
Rights-of-use assets | 3,353 | 11,734 | 6,002 | 21,089 | ||||||||||||
Contract costs | 1,812 | — | — | 1,812 | ||||||||||||
Intangible assets1 | 22,003 | 82,700 | 32,681 | 137,384 | ||||||||||||
Other long-term assets | 2,336 | 16,362 | — | 18,698 | ||||||||||||
Goodwill2 | 93,858 | 381,723 | 143,126 | 618,707 | ||||||||||||
Current liabilities | (41,012 | ) | (110,379 | ) | (26,244 | ) | (177,635 | ) | ||||||||
Long-term debt | (37,937 | ) | (66,195 | ) | (47,147 | ) | (151,279 | ) | ||||||||
Lease liabilities | (3,920 | ) | (12,297 | ) | (6,042 | ) | (22,259 | ) | ||||||||
Other long-term liabilities | — | (5,962 | ) | — | (5,962 | ) | ||||||||||
Deferred tax liabilities | (2,894 | ) | (22,862 | ) | (1,532 | ) | (27,288 | ) | ||||||||
85,981 | 384,785 | 121,396 | 592,162 | |||||||||||||
Cash acquired | 7,099 | 35,861 | 29,006 | 71,966 | ||||||||||||
Net assets acquired | 93,080 | 420,646 | 150,402 | 664,128 | ||||||||||||
Consideration paid | 78,358 | 347,057 | 140,686 | 566,101 | ||||||||||||
Consideration payable3 | 14,722 | 73,589 | 9,716 | 98,027 |
1 | Intangible assets are mainly composed of client relationships. |
2 | The preliminary goodwill arising from the acquisitions mainly represents the future economic value associated to acquire work force and synergies with the Company’s operations. The goodwill is not deductible for tax purposes. |
3 | The consideration payable for Umanis is held in escrow and is included in prepaid expenses and other current assets as restricted cash. |
The fair value of assets acquired and liabilities assumed is expected to be completed as soon as management will have gathered all the significant information available and considered necessary in order to finalize this allocation.
For the nine months ended June 30, 2022, on a pro-forma basis the above acquisitions would have contributed approximately $455,000,000 of revenues and $33,000,000 of earnings before acquisition-related and integration costs, finance costs and income taxes to the financial results of the Company had the acquisition dates been October 1, 2021.
Since their respective date of acquisition, the CMC and Umanis acquisitions generated approximately $83,000,000 and $29,000,000, respectively, in revenues and did not significantly contribute to the earnings before acquisition-related and integration costs, finance costs and income taxes to the financial results of the Company.
These figures are estimated based on the historical financial performance of the acquired businesses prior to the business combinations and do not include any financial synergies and adjustments to the fair value of assets acquired and liabilities assumed.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 11 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
6. | Investments in subsidiaries (continued) |
b) | Acquisition-related and integration costs |
During the three and nine months ended June 30, 2022, the Company expensed $8,014,000 and $12,879,000, respectively, for acquisition-related and integration costs. These amounts include acquisition-related costs of $2,483,000 and $2,753,000, respectively, and integration costs of $5,531,000 and $10,126,000, respectively. The acquisition-related costs consist mainly of professional fees incurred for the acquisitions. The integration costs include terminations of employment of $939,000 and $3,054,000, respectively, accounted for in restructuring provisions, and other integration costs of $4,592,000 and $7,072,000, respectively.
During the three and nine months ended June 30, 2021, the Company expensed $615,000 and $6,202,000, respectively, for acquisition-related and integration costs. These amounts included acquisition-related costs of $117,000 and $117,000, respectively, and integration costs of $498,000 and $6,085,000, respectively. The acquisition-related costs consisted mainly of professional fees incurred for the acquisitions. The integration costs included terminations of employment of $198,000 and $948,000, respectively, accounted for in restructuring provisions, and other integration costs of $300,000 and $5,137,000, respectively.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 12 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
7. | Supplementary cash flow information |
a) | Net change in non-cash working capital items is as follows for the three and nine months ended June 30: |
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Accounts receivable | (55,691 | ) | (66,862 | ) | (100,277 | ) | (8,121 | ) | ||||||||
Work in progress | (1,876 | ) | (10,862 | ) | (93,379 | ) | (13,537 | ) | ||||||||
Prepaid expenses and other assets | (20,652 | ) | (23,571 | ) | (19,990 | ) | (55,651 | ) | ||||||||
Long-term financial assets | 10,806 | (5,579 | ) | 16,325 | (15,992 | ) | ||||||||||
Accounts payable and accrued liabilities | 38,837 | 57,414 | 94,254 | (5,180 | ) | |||||||||||
Accrued compensation and employee-related liabilities | 88,970 | 119,617 | 18,095 | 260,451 | ||||||||||||
Deferred revenue | (79,609 | ) | (112,965 | ) | 57,112 | 52,031 | ||||||||||
Income taxes | (24,195 | ) | 3,390 | 23,907 | 60,429 | |||||||||||
Provisions | (14,710 | ) | (39,812 | ) | (44,774 | ) | (99,618 | ) | ||||||||
Long-term liabilities | (17,934 | ) | 12,830 | (59,466 | ) | 10,161 | ||||||||||
Derivative financial instruments | 878 | (14 | ) | (109 | ) | (60 | ) | |||||||||
Retirement benefits obligations | 1,364 | 1,029 | 4,402 | 190 | ||||||||||||
(73,812 | ) | (65,385 | ) | (103,900 | ) | 185,103 |
b) | Net interest paid and income taxes paid are classified within operating activities and are as follows for the three and nine months ended June 30: |
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Net interest paid | 11,021 | 21,621 | 59,961 | 73,782 | ||||||||||||
Income taxes paid | 122,113 | 86,215 | 308,109 | 284,220 |
c) | Cash and cash equivalents consisted of unrestricted cash as at June 30, 2022 and September 30, 2021. |
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 13 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
8. | Segmented information |
Effective April 1, 2022, the Company realigned its management structure, resulting in a reorganization and the creation of two new operating segments, namely Scandinavia and Central Europe (Germany, Sweden, and Norway) and Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech Republic) and, less significantly, the transfer of our Belgium operations from Western and Southern Europe operating segment to the latter. As a result, the Company is managed through the following nine operating segments, namely: Western and Southern Europe (primarily France, Spain and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central Europe; United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe; and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).
The operating segments reflect the revised management structure and the way that the chief operating decision-maker, who is the President and Chief Executive Officer of the Company, evaluates the business. The following tables present information on the Company’s operations based on its revised management structure. The Company has restated the segmented information for the comparative periods to conform to the new segmented information structure.
For the three months ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
Western and Southern Europe | U.S. Commercial and State Government | Canada | U.S. Federal | Scandinavia and Central Europe | U.K. and Australia | Finland, Poland and Baltics | Northwest and Central- East Europe | Asia Pacific | Eliminations | Total | ||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Segment revenue | 553,470 | 528,046 | 524,511 | 432,667 | 398,759 | 317,559 | 181,960 | 160,944 | 207,901 | (47,179 | ) | 3,258,638 | ||||||||||||||||||||||||||||||||
Segment earnings before | 70,107 | 75,637 | 113,617 | 78,553 | 33,062 | 42,359 | 22,529 | 20,118 | 63,888 | — | 519,870 | |||||||||||||||||||||||||||||||||
Acquisition-related and integration | (8,014 | ) | ||||||||||||||||||||||||||||||||||||||||||
Net finance costs | (22,887 | ) | ||||||||||||||||||||||||||||||||||||||||||
Earnings before income taxes | 488,969 |
1 | Total amortization and depreciation of $113,902,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $14,878,000, $17,644,000, $13,751,000, $12,460,000, $22,669,000, $11,309,000, $8,410,000, $6,650,000 and $6,131,000, respectively, for the three months ended June 30, 2022. |
For the three months ended June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
Western and Southern Europe | U.S. Commercial and State Government | Canada | U.S. Federal | Scandinavia and Central Europe | U.K. and Australia | Finland, Poland and Baltics | Northwest and Central- East Europe | Asia Pacific | Eliminations | Total | ||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Segment revenue | 489,136 | 447,750 | 443,665 | 389,102 | 424,448 | 329,730 | 188,309 | 172,171 | 170,123 | (33,080 | ) | 3,021,354 | ||||||||||||||||||||||||||||||||
Segment earnings before | 65,143 | 74,331 | 101,665 | 72,472 | 29,973 | 42,705 | 25,848 | 13,523 | 51,109 | — | 476,769 | |||||||||||||||||||||||||||||||||
Acquisition-related and integration | (615 | ) | ||||||||||||||||||||||||||||||||||||||||||
Net finance costs | (25,656 | ) | ||||||||||||||||||||||||||||||||||||||||||
Earnings before income taxes | 450,498 |
1 | Total amortization and depreciation of $125,556,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $13,634,000, $17,341,000, $17,990,000, $11,592,000, $24,988,000, $14,447,000, $8,955,000, $10,130,000 and $6,479,000, respectively, for the three months ended June 30, 2021. |
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 14 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
8. | Segmented information (continued) |
For the nine months ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
Western and Southern Europe | U.S. Commercial and State Government | Canada | U.S. Federal | Scandinavia and Central Europe | U.K. and Australia | Finland, Poland and Baltics | Northwest and Central- East Europe | Asia Pacific | Eliminations | Total | ||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Segment revenue | 1,604,597 | 1,518,160 | 1,485,331 | 1,287,808 | 1,236,579 | 959,682 | 564,548 | 506,241 | 585,348 | (128,314 | ) | 9,619,980 | ||||||||||||||||||||||||||||||||
Segment earnings before | 233,817 | 219,391 | 341,201 | 208,396 | 99,396 | 146,954 | 70,515 | 64,795 | 180,475 | — | 1,564,940 | |||||||||||||||||||||||||||||||||
Acquisition-related and integration | (12,879 | ) | ||||||||||||||||||||||||||||||||||||||||||
Net finance costs | (71,004 | ) | ||||||||||||||||||||||||||||||||||||||||||
Earnings before income taxes | 1,481,057 |
1 | Total amortization and depreciation of $350,514,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $43,299,000, $51,531,000, $43,973,000, $39,757,000, $73,116,000, $31,091,000, $25,290,000, $23,408,000 and $19,049,000, respectively, for the nine months ended June 30, 2022. Amortization includes an impairment in Northwest Central-East Europe for $2,131,000 related to a business solution. This asset was no longer expected to generate future economic benefits. |
For the nine months ended June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
Western and Southern Europe | U.S. Commercial and State Government | Canada | U.S. Federal | Scandinavia and Central Europe | U.K. and Australia | Finland, Poland and Baltics | Northwest and Central- East Europe | Asia Pacific | Eliminations | Total | ||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Segment revenue | 1,459,143 | 1,314,999 | 1,317,185 | 1,199,727 | 1,309,339 | 1,002,598 | 594,523 | 515,930 | 498,547 | (92,656 | ) | 9,119,335 | ||||||||||||||||||||||||||||||||
Segment earnings before | 205,180 | 202,894 | 298,716 | 183,292 | 107,537 | 163,534 | 85,048 | 56,191 | 156,429 | — | 1,458,821 | |||||||||||||||||||||||||||||||||
Acquisition-related and integration | (6,202 | ) | ||||||||||||||||||||||||||||||||||||||||||
Net finance costs | (79,065 | ) | ||||||||||||||||||||||||||||||||||||||||||
Earnings before income taxes | 1,373,554 |
1 | Total amortization and depreciation of $380,932,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $46,469,000, $52,995,000, $49,408,000, $36,666,000, $76,139,000, $42,248,000, $30,476,000, $27,229,000 and $19,302,000, respectively, for the nine months ended June 30, 2021. Amortization includes impairments in Western and Southern Europe for $3,058,000 related to a business solution and in Finland, Poland and Baltics for $3,490,000 related to contract costs. These assets were no longer expected to generate future economic benefits. |
The accounting policies of each operating segment are the same as those described in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2021. Intersegment revenue is priced as if the revenue was from third parties.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 15 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
8. | Segmented information (continued) |
GEOGRAPHIC INFORMATION
The following table provides external revenue information based on the client’s location which is different from the revenue presented under operating segments, due to the intersegment revenue, for the three and nine months ended June 30:
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Western and Southern Europe | ||||||||||||||||
France | 475,589 | 439,032 | 1,370,839 | 1,312,684 | ||||||||||||
Spain | 28,756 | 8,950 | 89,819 | 25,959 | ||||||||||||
Portugal | 25,840 | 26,214 | 79,379 | 79,132 | ||||||||||||
Others | 12,314 | 10,317 | 36,825 | 31,663 | ||||||||||||
542,499 | 484,513 | 1,576,862 | 1,449,438 | |||||||||||||
U.S.1 | 1,002,559 | 865,194 | 2,919,548 | 2,589,371 | ||||||||||||
Canada | 568,057 | 475,855 | 1,605,944 | 1,417,466 | ||||||||||||
Scandinavia and Central Europe | ||||||||||||||||
Germany | 196,213 | 192,594 | 603,440 | 587,597 | ||||||||||||
Sweden | 175,468 | 199,362 | 552,196 | 615,998 | ||||||||||||
Norway | 37,662 | 40,658 | 112,603 | 131,363 | ||||||||||||
409,343 | 432,614 | 1,268,239 | 1,334,958 | |||||||||||||
U.K. and Australia | ||||||||||||||||
U.K. | 342,941 | 363,414 | 1,040,920 | 1,106,464 | ||||||||||||
Australia | 21,128 | 17,202 | 54,854 | 50,220 | ||||||||||||
364,069 | 380,616 | 1,095,774 | 1,156,684 | |||||||||||||
Finland, Poland and Baltics | ||||||||||||||||
Finland | 181,745 | 185,695 | 563,444 | 582,053 | ||||||||||||
Others | 9,180 | 9,235 | 26,904 | 28,247 | ||||||||||||
190,925 | 194,930 | 590,348 | 610,300 | |||||||||||||
Northwest and Central-East Europe | ||||||||||||||||
Netherlands | 123,300 | 123,929 | 378,749 | 363,779 | ||||||||||||
Denmark | 27,249 | 30,743 | 90,709 | 94,835 | ||||||||||||
Czech Republic | 13,826 | 13,893 | 40,439 | 42,418 | ||||||||||||
Others | 15,616 | 17,967 | 49,919 | 56,354 | ||||||||||||
179,991 | 186,532 | 559,816 | 557,386 | |||||||||||||
Asia Pacific | ||||||||||||||||
Others | 1,195 | 1,100 | 3,449 | 3,732 | ||||||||||||
1,195 | 1,100 | 3,449 | 3,732 | |||||||||||||
3,258,638 | 3,021,354 | 9,619,980 | 9,119,335 |
1 | External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $567,964,000 and $434,595,000, respectively, for the three months ended June 30, 2022 ($472,811,000 and $392,383,000, respectively, for the three months ended June 30 2021). In addition, external revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $1,623,829,000 and $1,295,719,000, respectively, for the nine months ended June 30, 2022 ($1,378,736,000 and $1,210,635,000, respectively, for the nine months ended June 30, 2021). |
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 16 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
8. | Segmented information (continued) |
INFORMATION ABOUT SERVICES
The following table provides revenue information based on services provided by the Company for the three and nine months ended June 30:
Three months ended June 30 | Nine months ended June 30 | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Managed IT and business process services | 1,743,395 | 1,672,965 | 5,212,616 | 5,042,779 | ||||||||||||
Business consulting, strategic IT consulting and systems integration | 1,515,243 | 1,348,389 | 4,407,364 | 4,076,556 | ||||||||||||
3,258,638 | 3,021,354 | 9,619,980 | 9,119,335 |
MAJOR CLIENT INFORMATION
Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $417,063,000 and 12.8% of revenues for the three months ended June 30, 2022 ($376,461,000 and 12.5% for the three months ended June 30, 2021) and $1,247,606,000 and 13.0% of revenues for the nine months ended June 30, 2022 ($1,155,936,000 and 12.7% for the nine months ended June 30, 2021).
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 17 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
9. | Financial instruments |
FAIR VALUE
All financial instruments are initially measured at their fair value and are subsequently classified either at amortized cost, at fair value through earnings or at fair value through other comprehensive income.
The Company has made the following classifications:
Amortized cost
Trade accounts receivable, cash included in funds held for clients, long-term receivables within long-term financial assets, accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, long-term debt and clients’ funds obligations.
Fair value through earnings (FVTE)
Cash and cash equivalents, derivative financial instruments and deferred compensation plan assets within long-term financial assets.
Fair value through other comprehensive income (FVOCI)
Short-term investments included in current financial assets, long-term bonds included in funds held for clients and long-term investments within long-term financial assets.
FAIR VALUE HIERARCHY
Fair value measurements recognized in the consolidated balance sheet are classified in accordance with the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1, but that are observable for the asset or liability, either directly or indirectly; and
Level 3: inputs for the asset or liability that are not based on observable market data.
FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Valuation techniques used to value financial instruments are as follows:
- | The fair value of the Senior U.S. unsecured notes, the 5 and 10 year Senior U.S. unsecured notes (2021 U.S. Senior Notes), the 7 year Senior unsecured notes (2021 CAD Senior Notes), the unsecured committed revolving credit facility, the unsecured committed term loan credit facility and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions; |
- | The fair value of long-term bonds included in funds held for clients and in long-term investments is determined by discounting the future cash flows using observable inputs, such as interest rate yield curves or credit spreads, or according to similar transactions on an arm’s-length basis; |
- | The fair value of foreign currency forward contracts is determined using forward exchange rates at the end of the reporting period; |
- | The fair value of cross-currency swaps and interest rate swaps is determined based on market data (primarily yield curves, exchange rates and interest rates) to calculate the present value of all estimated cash flows; |
- | The fair value of cash and cash equivalents and short-term investments included in current financial assets is determined using observable quotes; and |
- | The fair value of deferred compensation plan assets within long-term financial assets is based on observable price quotations and net assets values at the reporting date. |
There were no changes in valuation techniques during the nine months ended June 30, 2022.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 18 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
9. | Financial instruments (continued) |
FAIR VALUE MEASUREMENTS (CONTINUED)
The following table presents the financial liabilities included in the long-term debt measured at amortized cost categorized using the fair value hierarchy:
As at June 30, 2022 | As at September 30, 2021 | |||||||||||||||||
Level | Carrying amount | Fair value | Carrying amount | Fair value | ||||||||||||||
$ | $ | $ | $ | |||||||||||||||
Senior U.S. unsecured notes | Level 2 | 579,209 | 581,177 | 888,307 | 936,084 | |||||||||||||
2021 U.S. Senior Notes | Level 2 | 1,274,079 | 1,117,394 | 1,253,226 | 1,255,055 | |||||||||||||
2021 CAD Senior Notes | Level 2 | 595,733 | 508,735 | 595,331 | 585,506 | |||||||||||||
Other long-term debt | Level 2 | 22,023 | 21,465 | 31,169 | 30,345 | |||||||||||||
2,471,044 | 2,228,771 | 2,768,033 | 2,806,990 |
For the remaining financial assets and liabilities measured at amortized cost, the carrying values approximate the fair values of the financial instruments given their short term maturity.
During the three months ended June 30, 2022, the Company completed an offer to exchange all of its outstanding U.S.$1,000,000,000 in aggregate principal amount of senior unsecured notes, originally issued in September 2021 (2021 U.S. Senior Notes) for an equivalent amount of notes registered with the U.S. Securities and Exchange Commission.
During the nine months ended June 30, 2022, the Company entered into Canadian dollar to euro fixed for fixed cross-currency swap agreements for a notional amount of $600,000,000, related to the 2021 CAD Senior Notes, which has a maturity date of September 2028. The cross-currency swaps were designated as hedging instruments on the Company’s net investment in European operations.
In December 2021, the Company repaid the last tranche of the Senior U.S. unsecured notes issued in 2011 of U.S.$250,000,000, for a total amount of $319,663,000 and settled the related interest rate swaps.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 19 |
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2022 and 2021
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)
9. | Financial instruments (continued) |
FAIR VALUE MEASUREMENTS (CONTINUED)
The following table presents financial assets and liabilities measured at fair value categorized using the fair value hierarchy:
Level | As at June 30, 2022 | As at September 30, 2021 | ||||||||
$ | $ | |||||||||
Financial assets | ||||||||||
FVTE | ||||||||||
Cash and cash equivalents | Level 2 | 779,623 | 1,699,206 | |||||||
Deferred compensation plan assets | Level 1 | 71,909 | 81,633 | |||||||
851,532 | 1,780,839 | |||||||||
Derivative financial instruments designated as | ||||||||||
Current derivative financial instruments included in current | Level 2 | |||||||||
Cross-currency swaps | 9,013 | 4,146 | ||||||||
Foreign currency forward contracts | 12,227 | 12,745 | ||||||||
Interest rate swaps | — | 1,043 | ||||||||
Long-term derivative financial instruments | Level 2 | |||||||||
Cross-currency swaps | 134,217 | 24,347 | ||||||||
Foreign currency forward contracts | 8,761 | 9,231 | ||||||||
164,218 | 51,512 | |||||||||
FVOCI | ||||||||||
Short-term investments included in current financial assets | Level 2 | 4,511 | 1,027 | |||||||
Long-term bonds included in funds held for clients | Level 2 | 111,363 | 136,629 | |||||||
Long-term investments | Level 2 | 15,970 | 19,354 | |||||||
131,844 | 157,010 | |||||||||
Financial liabilities | ||||||||||
Derivative financial instruments designated as | ||||||||||
Current derivative financial instruments | Level 2 | |||||||||
Cross-currency swaps | 4,882 | 5,762 | ||||||||
Foreign currency forward contracts | 2,620 | 735 | ||||||||
Long-term derivative financial instruments | Level 2 | |||||||||
Cross-currency swaps | 10,366 | 39,918 | ||||||||
Foreign currency forward contracts | 4,426 | 1,866 | ||||||||
22,294 | 48,281 |
There were no transfers between Level 1 and Level 2 during the nine months ended June 30, 2022.
CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2022 and 2021 | 20 |