6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of: March, 2003

Commission File Number:

Geac Computer Corporation Limited

(Translation of registrant’s name into English)

11 Allstate Parkway, Suite 300, Markham, Ontario L3R9T8 Canada

(Address of principal executive offices)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes [   ] No [X]

     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

TABLE OF CONTENTS

Ex-99.1 Press Release dated March 5, 2003

     On March 5, 2003, Geac Computer Corporation Limited disclosed, by way of a press release and by filing on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com, its results of operations for the three months ended January 31, 2003. The press release and related Management Discussion and Analysis are attached as Exhibit 1 to this Report of Foreign Private Issuer on Form 6-K.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GEAC COMPUTER CORPORATION LIMITED
By:	/s/ Paul D. Birch
	Paul D. Birch President and Chief Executive Officer

Date: March 5, 2003

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EXHIBIT INDEX

Number	Title
1	Press Release and Management Discussion and Analysis dated March 5, 2003

-3- EX-99.1 3 b45863gcexv99w1.htm EX-99.1 PRESS RELEASE DATED MARCH 5, 2003

Exhibit 1

Press Release and Management Discussion and Analysis dated March 5, 2003:

* * *

GEAC ANNOUNCES FISCAL 2003 THIRD QUARTER RESULTS INCOME BEFORE INCOME TAXES INCREASED 19.6%, OR $5.0M IMPROVED CASH PROVIDED BY OPERATING ACTIVITIES OF $62.0M

MARKHAM, Ontario – March 5, 2003 – Geac Computer Corporation Limited (“Geac”) (TSX: GAC), a global provider of enterprise software and systems, today announced its third quarter and nine-month financial results for the period ended January 31, 2003.

Highlights of the quarter (all amounts in this release are in Canadian dollars, unless otherwise noted):

• Revenue of $158.5 million, net income of $18.7 million, and earnings per diluted share of $0.23.

• Net income increased $6.9 million, or 58.0%, compared to Q3 FY2002.

• Software licence revenue of $19.4 million, compared to $19.5 million in Q3 FY2002.

• Renewal of maintenance contracts contributed to improved cash provided by operating activities of $62.0 million.

• Increased cash to $142.2 million as of January 31, 2003, up $26.5 million since April 30, 2002;

• Announced new customer contracts with Tradeteam, Salomon Smith Barney Holdings Inc., Las Vegas Association of Realtors, and Heywood Williams Plastics, among others;

• Received awards recognizing Geac’s technological innovation;

• Strengthened the management team with the addition of the company’s first Chief Technology Officer, as well as key executives in Geac Americas responsible for enterprise sales and the industry specific application divisions.

“I am pleased that Geac has now achieved seven consecutive quarters of profitability, excluding net restructuring and other unusual items. These positive results have been achieved by the Company in what continues to be a challenging market for IT vendors. In addition, we are continuing to execute on our strategy for long-term growth. To this end, we signed license agreements with new customers, many of our businesses experienced lower attrition than expected in maintenance contract renewals, and we continued strengthening our balance sheet,” said Paul D. Birch, President and CEO of Geac.

Financial Results

Revenue for the three months ended January 31, 2003, was $158.5 million, compared to $179.6 million in the corresponding period in FY 2002. This decline in revenue is primarily due to an expected decline in the renewal of annual maintenance contracts. On a regional basis, the Americas accounted for 51.6% of consolidated revenue for the three-month period ended January 31, 2003, while Europe accounted for 41.5% and Asia 6.9%. The Americas, Europe and

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Asia accounted for 55.6%, 38.3% and 6.1% of consolidated revenue, respectively, in the corresponding quarter last year.

For the three-month period ended January 31, 2003, net income increased by approximately $6.9 million or 58.0%, to $18.7 million, or $0.23 per diluted share, compared to $11.8 million, or $0.14 per diluted share, in the same period of the prior fiscal year.

For the three-month period ended January 31, 2003, Geac reduced its cost of revenues by $17.2 million, or 20.3%, to $67.5 million from $84.7 million in the third quarter of FY 2002. Gross margin (gross profit as a percentage of revenues) increased from 52.8% in the third quarter of FY 2002 to 57.4% in the third quarter of FY 2003.

Net operating expenses decreased to $62.6 million in the third quarter of FY 2003, compared to $67.6 million in the corresponding period last year. These cost savings were realized through the continued implementation of Geac’s program of managing costs to anticipated revenue.

Income before income taxes was $30.0 million in the third quarter of FY 2003, compared to $25.0 million in the corresponding period last year, an increase of $5.0 million, or 19.6%.

For the nine-month period ended January 31, 2003, revenue was $472.9 million, compared to $542.1 million in the corresponding period last year. Excluding $5.2 million in revenue from the publishing software business, which was sold in the second quarter of FY 2002, revenue would have declined by $64.0 million, or 11.9%. On a regional basis, the Americas accounted for 53.1% of consolidated revenue for the nine-month period ended January 31, 2003, while Europe accounted for 39.7% and Asia 7.2%. The Americas, Europe and Asia accounted for 57.0%, 35.6% and 7.4% of consolidated revenue, respectively, in the corresponding nine-month period last year.

Net income for the first nine months of FY 2003 was $53.2 million, or $0.66 per diluted share, compared to $55.2 million, or $0.75 per diluted share in the same period last year.

At January 31, 2003, cash and cash equivalents totalled $142.2 million, compared to $115.7 million at April 30, 2002. For the first nine months of FY 2003, the Company experienced positive cash flow of $20.7 million from operating activities, compared to $58.4 million in the corresponding period last year. The $37.7 million decline is primarily attributable to a net $50.1 million reduction (excluding the effect of changes in foreign exchange rates) in accounts payable and accrued liabilities during the first nine months of the current fiscal year. Of this net $50.1 million reduction, $28.3 million is attributable to payments associated with prior year restructuring charges.

“Our focus on managing costs continues to yield positive earnings and cash flow,” said Arthur Gitajn, Chief Financial Officer. “Excluding the impact of the Extensity acquisition, we expect that our cash balance at the end of FY 2003 will exceed $150 million.”

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Guidance

Geac affirms its previously announced financial guidance for FY 2003, with some upside potential. This guidance excludes any impact of completion of the Extensity acquisition. The Company also announces that, along with other leading companies, it will discontinue its practice of offering financial guidance effective at the end of the current fiscal year. “Our objective is to produce consistent value for shareholders on a long as well as a short-term basis. We believe that financial guidance tends to focus the financial marketplace unduly on short-term results,” said Paul Birch.

Acquisitions and Alliance Partnerships

A key component of Geac’s plan for revitalized growth is to acquire and to develop new “best in class” applications that measurably improve the business performance of Geac’s existing enterprise applications solutions (EAS) customers, and that will help Geac expand the customer base for its enterprise applications. The products of Extensity, Inc. (Nasdaq: EXTN) include several such applications, and Geac’s proposed acquisition of Extensity will be voted on tomorrow, March 6, 2003, by the shareholders of Extensity. Implementation of Geac’s integration plan for Extensity will commence upon closing of the transaction and significant components of the plan are expected to be completed by April 30, 2003.

During the quarter, Geac announced a reseller relationship with Information Builders, a US$300 million provider of business intelligence software. Geac’s ability to resell this software will improve the reporting and analytical functionality that Geac can offer its EAS customers.

Customer Activity

Some of the new customer contracts announced in the third quarter include:

– A $2.5 million systems integration contract with Tradeteam to extend its Geac software for real-time sales order processing and distribution.

– Contracts with The Coleman Company, Salomon Smith Barney Holdings Inc., Scottish and Southern Energy plc, Lee Memorial Health System and more than a dozen other companies in the US and Europe who have added real-time web access to their Geac financial and HR applications via Geac’s Active Client software.

– A contract with the Greater Las Vegas Association of Realtors to deploy Geac MLXchange for web-based sales and marketing applications to its 8,100 realtors.

– A $614,000 contract with Heywood Williams Plastics further to deploy Geac’s System21 in its three production facilities in the UK.

In November 2002 Geac hosted its European customers at its inaugural European User Conference specifically for Geac’s several hundred enterprise customers that use its E Series, M Series and SmartStream products for corporate financial accounting.

Subsequent to the end of the third quarter, Geac announced:

– A $1,900,000 contract with the City Council of Auckland, New Zealand to deploy Geac’s Pathway PPR product for its local government operations.

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Awards for Technological Innovation

During the third quarter Geac and its customers received the following awards for the design and innovative application of Geac software:

– The Crossroads 2003 A-List, awarded to Geac by Open Systems Advisors, based on the improved business results delivered to customers by Geac’s innovative eSite™ software for property management.

– The Society of Manufacturing Engineers awarded International Truck & Engine its 2002 LEAD award for International’s integrated strategic planning process, based on the use of Geac System21’s Advanced Planning System.

     These awards add to this year’s recognition of Geac technology. Recent awards include Microsoft’s RAD award, received for Geac’s use of wireless technology, and ConstrucTech magazine’s national construction technology Vision Award, received by Geac’s construction industry division.

Additions to Management Team

– Tim Wright joined Geac as Chief Technology Officer & Chief Information Officer. He was the former CTO at Terra Lycos.

– John Overholt was named Senior Vice President of Enterprise Sales & Service for Geac Americas. He was formerly a sales executive at Sterling Software and the software unit of Texas Instruments.

– James McDevitt was named Vice President and General Manager of Geac’s industry specific application divisions in the United States. He was formerly the CFO of the software company Clarus.

Geac has appointed eight senior executives since December 2001, all of whom had executive experience in the software industry.

Revenue Segmentation
January 31, 2003

(In $ millions)

	Three months		Nine Months		Three months		Nine Months
	ended January 31,		ended January 31,		ended January 31,		ended January 31,
Geographic	2003		2003		2002		2002
Americas		82		251		100		309
Europe		66		188		69		193
Asia		11		34		11		40
Total		159		473		180		542

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Conference Call Notice

Geac will host a conference call Thursday, March 6, 2003 at 8:00 a.m. Eastern Standard Time to discuss its third quarter results. Listeners can access the conference call at 416.695.5806 or 800.273.9672, or via live webcast at www.geac.com. Following the call, a rebroadcast will be available until 11:59 p.m. March 13, 2003, at 416.695.5800 or 800.408.3053, passcode number 1363671.

The call will be archived for 90 days at www.geac.com.

Geac’s third quarter, 2003 Management Discussion and Analysis is available on our website at http://www.geac.com and also on the SEDAR website at http://www.sedar.com.

About Geac

Geac (TSX: GAC) is a global enterprise software company for business performance management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. Further information is available at http://www.geac.com or through e-mail at info@geac.com.

Additional Information

Geac has filed a registration statement on Form F-4 with the United States Securities and Exchange Commission concerning its proposed acquisition of Extensity, and Extensity has mailed a proxy statement/prospectus to its stockholders in connection with the merger. Extensity security holders are urged to read the proxy statement/prospectus carefully, because it contains important information about Geac, Extensity and the merger. Investors and security holders may obtain free copies of these documents through the website maintained by the United States Securities and Exchange Commission at www.sec.gov and through the website maintained by The Canadian Depository for Securities Limited at www.sedar.com. Free copies of these documents may also be obtained from Geac, by request directed to Investor Relations at the address below.

Geac and Extensity, and their respective directors, executive officers, member of management and employees, may be deemed to be participants in the solicitation of proxies from Extensity’s stockholders in connection with the merger. A description of interests those participants may have in the merger is included in the proxy statement/prospectus.

Forward-Looking Statements

Statements made in this press release relating to the expected closing date of the Extensity acquisition are forward-looking statements that are subject to risks and uncertainties. Important factors that could cause a material difference between these forward-looking statements and actual events include those set forth under the heading “Risk Factors” in Geac’s Registration Statement on Form F-4 filed with the United States Securities and Exchange Commission, copies of which are available through the website maintained by the United States Securities and Exchange Commission at www.sec.gov and through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com.

     Contact Information:

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Geac Computer Corporation Limited
Arthur Gitajn
Chief Financial Officer
Tel: 905.475.0525 x3314
Email: a.gitajn@geac.com
The Equicom Group, Inc.
Dave Mason or Bruce Wigle
Investor Relations
Tel: 416.815.0700
dmason@equicomgroup.com
bwigle@equicomgroup.com

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Geac Computer Corporation Ltd.

Consolidated Balance Sheets

(Unaudited)
(All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.)

		Unaudited			Audited
		January 31, 2003			April 30, 2002
Assets
Current assets:
	Cash and cash equivalents	$	142,169		$	115,669
	Accounts receivable and other		81,244			79,430
	Unbilled receivables		8,466			7,607
	Future income taxes		14,739			20,508
	Inventory		2,404			2,119
	Prepaid expenses		22,883			21,016
			271,905			246,349
Future income taxes			36,302			58,073
Property, plant and equipment			38,144			47,679
Goodwill (note 5)			127,000			126,867
Intangible assets			3,569			424
		$	476,920		$	479,392
Liabilities
Current liabilities:
	Accounts payable and accrued liabilities	$	128,899		$	170,309
	Income taxes payable		41,400			44,596
	Current portion of long-term debt		1,950			1,987
	Deferred revenue		176,992			188,364
			349,241			405,256
Deferred revenue			5,806			10,679
Long-term debt			7,838			9,954
			362,885			425,889
Shareholders’ Equity (Deficiency)
Share capital (note 3)			170,052			154,420
Purchase warrants (note 3)			—			1,750
Deficit (note 1)			(43,470	)		(96,673	)
Cumulative foreign exchange translation adjustment (note 1)			(12,547	)		(5,994	)
			114,035			53,503
		$	476,920		$	479,392

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

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Geac Computer Corporation Ltd.

Consolidated Statements of Operations

(Unaudited)
(All currency amounts are in Canadian dollars. All amounts are in thousands, except share data and per share data)

		Three months ended January 31						Nine months ended January 31
		2003			2002			2003			2002
Revenues
	Software	$	19,401		$	19,504		$	52,152		$	60,856
	Support and services		125,522			144,993			381,538			442,510
	Hardware		13,592			15,094			39,200			38,685
	Total revenues		158,515			179,591			472,890			542,051
Cost of revenues
	Software		2,565			1,438			7,209			5,654
	Support and services		53,182			71,193			165,929			209,934
	Hardware		11,732			12,109			33,625			31,775
	Total cost of revenues		67,479			84,740			206,763			247,363
Gross Profit			91,036			94,851			266,127			294,688
Operating expenses
	Sales and marketing		21,101			22,890			65,572			69,341
	Product development		17,216			23,468			51,629			70,538
	General and administrative		23,922			20,814			67,739			69,195
	Net restructuring and other unusual items (note 6)		—			—			(1,157	)		(14,574	)
	Amortization of intangible assets		385			448			820			1,291
	Total operating expenses		62,624			67,620			184,603			195,791
Income from operations			28,412			27,231			81,524			98,897
	Interest income		533			514			1,449			1,306
	Interest expense		(176	)		(1,411	)		(571	)		(3,049	)
	Other income (expense), net (note 1)		1,184			(1,291	)		3,562			339
Income before income taxes			29,953			25,043			85,964			97,493
Income taxes			11,243			13,200			32,761			42,262
Net income for the period		$	18,710		$	11,843		$	53,203		$	55,231
Basic net income per share		$	0.23		$	0.15		$	0.67		$	0.77
Diluted net income per share		$	0.23		$	0.14		$	0.66		$	0.75
Weighted average number of common shares outstanding (000’s)   Basic			80,184			78,087			78,945			71,481
	Diluted		81,662			81,944			80,793			73,920

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

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Geac Computer Corporation Ltd.

Consolidated Statement of Shareholders’ Equity (Deficiency)

(Unaudited)
(All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.)

	Share capital				Special			Purchase			Retained			Cumulative			Total
					warrants			warrants			earnings			foreign			shareholders’
											(deficit)			exchange			equity
														translation			(deficiency)
														adjustment
	Shares		Amount
	(000's)		$		$			$			$			$			$
Audited Balance –
April 30, 2001		62,031		113,113		—			—			(140,960	)		(8,132	)		(35,979	)
Issued for cash		6,114		25,172		17,885			—			—			—			43,057
Exercise of special warrants		10,000		16,135		(17,885	)		1,750			—			—			—
Adoption of new accounting pronouncements (note 1)		—		—		—			—			(8,260	)		—			(8,260	)
Net income (note 1)		—		—		—			—			52,547			—			52,547
Foreign exchange translation adjustment (note 1)		—		—		—			—			—			2,138			2,138
Audited Balance –
April 30, 2002		78,145		154,420		—			1,750			(96,673	)		(5,994	)		53,503
Issued for cash		40		132		—			—			—			—			132
Exercise of purchase warrants		5,000		15,500		—			(1,750	)		—			—			13,750
Net income for the period		—		—		—			—			53,203			—			53,203
Foreign exchange translation adjustment		—		—		—			—			—			(6,553	)		(6,553	)
Unaudited Balance –
January 31, 2003		83,185		170,052		—			—			(43,470	)		(12,547	)		114,035

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

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Geac Computer Corporation Ltd.

Consolidated Statements of Cash Flows

(Unaudited)
(All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.)

				Three months ended January 31						Nine months ended January 31
				2003			2002			2003			2002
Cash provided by (used in)
Operating activities
		Net income for the period		$	18,710		$	11,843		$	53,203		$	55,231
		Adjusted for items not involving cash:
			Amortization of intangible assets		385			448			820			1,291
			Amortization of property, plant and equipment		3,860			4,868			13,363			14,736
			Future income tax expense		10,365			6,733			27,069			19,657
			Write off of investments		—			513			—			513
			Reversal of accrued liabilities and other provisions		—			(4,213	)		(1,157	)		(17,725	)
			Gain on divestiture of operations		—			(183	)		—			(1,245	)
			Other		594			1,193			(711	)		411
					33,914			21,202			92,587			72,869
		Changes in non-cash working capital excluding deferred revenue			(8,321	)		4,585			(49,188	)		27,125
		Changes in deferred revenue			36,452			29,588			(22,691	)		(41,595	)
					62,045			55,375			20,708			58,399
Investing activities
		Acquisition (note 5)			—			—			(3,763	)		—
		Proceeds from divestiture less cash divested			—			141			—			1,626
		Additions to property, plant and equipment, net			(563	)		(2,068	)		(1,295	)		(4,607	)
		Additions to other assets			—			—			—			(3,130	)
					(563	)		(1,927	)		(5,058	)		(6,111	)
Financing activities
		Issue of common shares and special warrants			12,366			197			13,882			42,977
		Decrease in bank indebtedness			—			—			—			(39,489	)
		(Repayment) issue of long-term debt			(553	)		(724	)		(3,570	)		2,427
					11,813			(527	)		10,312			5,915
Effect of exchange rate changes on cash and cash equivalents					(523	)		(105	)		538			(45	)
Cash and cash equivalents
	Net increase in cash and cash equivalents				72,772			52,816			26,500			58,158
	Cash and cash equivalents — beginning of the period				69,397			41,552			115,669			36,210
Cash and cash equivalents — end of the period				$	142,169		$	94,368		$	142,169		$	94,368

See accompanying notes to the interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements.

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Geac Computer Corporation Ltd.

Notes to Consolidated Financial Statements

(Unaudited)
All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.

1. SIGNIFICANT ACCOUNTING POLICIES

These interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, using the same accounting policies as outlined in note 2 to the consolidated financial statements for the year ended April 30, 2002, except as noted below. These interim consolidated financial statements do not conform in all respects with disclosures required for annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended April 30, 2002 in the 2002 Annual Report.

Effective May 1, 2002, the Company adopted retroactively the revised recommendations of The Canadian Institute of Chartered Accountants Handbook Section 1650 “Foreign Currency Translation” (CICA 1650), and accordingly eliminated the deferral and amortization of unrealized translation gains and losses on foreign currency denominated monetary items that have a fixed or ascertainable life extending beyond the period. As a result of the retroactive restatement, other assets decreased by $341, opening deficit increased by $8,260 and cumulative foreign exchange translation adjustment increased by $7,767 as of January 31, 2002. The net income for the nine months ended January 31, 2002 increased by $152. As of April 30, 2002, the retroactive adoption of CICA 1650 resulted in an increase to opening deficit of $8,260, an increase of $7,558 in cumulative foreign exchange translation adjustment and an increase of $702 in net income for the fiscal year 2002.

Effective May 1, 2002, the CICA issued new recommendations for accounting for stock options, which the Company adopted. The Company has elected not to use the fair value method of accounting for stock options granted to employees and continues to apply the same policy as in prior years. Hence the new recommendations have had no effect on the balance sheet, nor to the net income of the Company. The Company has presented the required disclosures under the new accounting standard in note 2 to the interim financial statements.

2. STOCK-BASED COMPENSATION

Effective May 1, 2002, the Company adopted prospectively the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” (CICA 3870). The Company elected not to adopt the fair value method of accounting for the stock options plan and stock ownership plan, as permitted under CICA 3870.

The Company has a stock option plan and a stock ownership plan (Employee Stock Purchase Plan or ESPP) as described in note 13 to the consolidated financial statements in the 2002 Annual Report. On June 20, 2002, the Company issued 600,000 stock options to employees at an exercise price of $4.36. These 600,000 options vest over a period of 3 years. On September 3, 2002, 145,000 stock options were issued to employees at an exercise price of $4.29. These 145,000 options vest over a period of 4 years. During the third quarter of fiscal year 2003, 100,000 stock options were granted at an exercise price of $4.24 on December 16, 2002; 300,000 stock options were granted at an exercise price of $4.35 on January 2, 2003; and 125,000 stock options were granted at an exercise price of $4.40 on January 13, 2003. All these options vest over a period of 4 years.

The stock options granted to employees during the three quarters of fiscal year 2003 were all granted at a price either the same as or above the market value of the shares at the date of grant. Had the Company recorded compensation expense based on the fair value of the options at the grant date and shares issued under the ESPP, results would have been as follows:

		Three months ended		Nine months ended
		January 31, 2003		January 31, 2003
		(unaudited)		(unaudited)
Net income
	As reported	$	18,710	$	53,203
	Pro forma		18,560		52,885
Basic net income per share
	As reported	$	0.23	$	0.67
	Pro forma		0.23		0.67
Diluted net income per share
	As reported	$	0.23	$	0.66
	Pro forma		0.23		0.65

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Geac Computer Corporation Ltd.
Notes to Consolidated Financial Statements
(Unaudited)
All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.

For the purpose of pro forma disclosure, the estimated fair value of the options is amortized to expense over their vesting period on a straight-line basis. In accordance with CICA recommendations, the pro forma disclosure excludes the effect of options granted before the adoption of CICA 3870.

The weighted average estimated fair value at the date of grant for employee options granted for the three months ended January 31, 2003 was $3.18 per share (nine months ended January 31, 2003 — $3.08 per share). If the Company had adopted the fair value method, the total amount of compensation expense during the three months ended January 31, 2003 for newly granted stock options would be approximately $136 after tax (nine months ended January 31, 2003 — $270). The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions at the measurement date:

Risk-free interest rate: 4.51% — 5.05%
Expected life: 7 years
Estimated volatility in the market price of the common shares: 76.32% — 78.95%
Dividend yield: Nil

The weighted average estimated fair value at the issue date for shares issued under the ESPP for the three months ended January 31, 2003 was $1.24 per share (nine months ended January 31, 2003 — $1.30 per share). If the Company had adopted the fair value method, the total amount of compensation expense for shares issued under the ESPP for the three months ended January 31, 2003 would be approximately $14 (nine months ended January 31, 2003 — $48). The fair value of each share issued was estimated on the date of issue using the Black-Scholes option-pricing model with the following assumptions at the measurement date:

Risk-free interest rate: 2.41% — 2.79%
Expected life: 3 months
Estimated volatility in the market price of the common shares: 59.46% — 78.34%
Dividend yield: Nil

CICA 3870 requires additional disclosures of the Company’s stock-based compensation plans, which have already been provided in note 13, Share Capital, in the 2002 Annual Report. There are no material updates to these disclosures as at January 31, 2003.

3. SHARE CAPITAL

During the second and third quarters of fiscal year 2003, all 5 million purchase warrants were exercised at an exercise price of $2.75 per share. As a result of this exercise, share capital increased by $13,750, and $1,750 was reclassified from purchase warrants and recognized as part of the issued share capital.

The number of shares outstanding as of January 31, 2003 was 83,185,338.

4. SEGMENTED INFORMATION

The Company operates the following business segments, which have been segregated, based on product offerings reflecting the way that management organizes the segments within the business for making operating decisions and assessing performance.

Enterprise Applications Systems (EAS) offers software solutions, which include cross-industry enterprise business applications for financial administration and human resource functions, and enterprise resource planning applications for manufacturing, distribution and supply chain management.

Industry-Specific Applications (ISA) products include industry-specific business applications for the real estate, hospitality, property management and construction marketplaces, as well as a range of applications for libraries and public safety administration.

There are no significant inter-segment revenues. Segment assets consist of working capital items, excluding cash and cash equivalents. Cash and cash equivalents are considered to be corporate assets. Property, plant and equipment are typically shared by operating segments and those assets are managed by geographic region, rather than through the operating segments.

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Geac Computer Corporation Ltd.
Notes to Consolidated Financial Statements
(Unaudited)
All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.

		Three months ended January 31, 2003						Nine months ended January 31, 2003
		EAS		ISA		Total		EAS		ISA		Total
Revenues
	Software	$	15,468		3,933		19,401	$	41,852		10,300		52,152
	Support and services		96,491		29,031		125,522		286,765		94,773		381,538
	Hardware		11,373		2,219		13,592		32,126		7,074		39,200
	Total revenues		123,332		35,183		158,515		360,743		112,147		472,890
Segment contribution		$	30,900		104		31,004	$	82,662		5,015		87,677

		Three months ended January 31, 2002						Nine months ended January 31, 2002
		EAS		ISA		Total		EAS		ISA		Total
Revenues
	Software	$	16,505		2,999		19,504	$	46,471		14,385		60,856
	Support and services		107,382		37,611		144,993		326,261		116,249		442,510
	Hardware		12,337		2,757		15,094		29,498		9,187		38,685
	Total revenues		136,224		43,367		179,591		402,230		139,821		542,051
Segment contribution		$	29,623		995		30,618	$	93,463		8,184		101,647

Reconciliation of segment contribution to income before income taxes

	Three months ended January 31						Nine months ended January 31
	2003			2002			2003			2002
Segment contribution	$	31,004		$	30,618		$	87,677		$	101,647
Corporate expenses — net of recharges		(1,946	)		(3,153	)		(4,924	)		(16,678	)
Amortization of intangible assets		(385	)		(448	)		(820	)		(1,291	)
Interest income (expense), net		357			(897	)		878			(1,743	)
Investment tax credits		—			200			—			600
Net restructuring and other unusual items		—			—			1,157			14,574
Foreign exchange		923			(1,277	)		1,996			384
Income before income taxes	$	29,953		$	25,043		$	85,964		$	97,493

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Geac Computer Corporation Ltd.
Notes to Consolidated Financial Statements
(Unaudited)
All currency amounts are in Canadian dollars. All amounts are in thousands, except share data.

5. ACQUISITIONS

The Company entered into a definitive merger agreement, effective August 5, 2002, to acquire certain assets of EBC Informatique, a European hardware and software solutions provider, headquartered in France. These assets included customer contracts, intellectual property rights, trademarks, and property, plant & equipment. The total purchase price was $3,763. The acquired net assets included, at fair value, $49 of property, plant and equipment, $3,709 of acquired software, $319 of current liabilities, $878 of future income tax liabilities, and $1,276 of other liabilities. The difference between the total purchase price and the net fair value of all identified assets and liabilities acquired was $2,478 and was accounted for as goodwill.

On August 26, 2002, the Company announced that it has entered into a definitive merger agreement to acquire Extensity, Inc. Under the terms of the agreement, Extensity shareholders can elect to receive US$1.75 in cash or 0.627 of a Geac common share for each share of Extensity common stock held. Both the amount of cash and the number of Geac shares included in the transaction could be adjusted, depending on the level of Extensity’s working capital before closing. The total value of the transaction is currently estimated to be approximately US$47,000. The merger is expected to close in early March 2003 and is subject to customary closing conditions and regulatory review.

6. NET RESTRUCTURING AND OTHER UNUSUAL ITEMS

During the nine months ended January 31, 2003, the Company reversed a total of $2,238 of excess accrued liabilities and other provisions related to prior years’ restructuring activities and acquisition-related accruals. This reflects management’s determination that such provisions were no longer required for their originally intended purpose. Of the total reversal, a credit of $1,157 was recorded in net restructuring and other unusual items related to excess accrued liabilities and other provisions recorded prior to the fiscal year 2002, and the remaining balance of acquisition-related provisions of $1,081 was written off as an adjustment to goodwill related to that specific acquisition.

During the nine months ended January 31, 2002, the Company recorded $14,574 in net restructuring and other unusual items, which comprised of the following:

a) $1,062 was a pre-tax gain on the sale of the Publishing systems business in August 2001 for cash consideration of $1,500. The transaction excluded real estate assets.

b) $17,725 was the result of $21,692 of accrued liabilities and other provisions relating to acquisitions and restructuring recorded in prior years being reversed. The remaining $3,967 of acquisition related liabilities were recorded as a reduction of associated acquisition-related goodwill.

c) $4,213 was a pre-tax provision for premises rationalization.

7. COMPARATIVE FIGURES

Certain prior year’s comparative figures in the financial statements have been reclassified to conform to the current year’s presentation.

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Management Discussion and Analysis

The following management discussion and analysis of the results of operations and financial position of the Company should be read in conjunction with the financial statements and notes for the quarter ended January 31, 2003, and the audited financial statements and notes for the year ended April 30, 2002. This discussion contains certain forward-looking statements based on current expectations. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. These risks and uncertainties are substantially unchanged from those presented in the Management Discussion and Analysis for the second quarter ended October 31, 2002, and under the heading “Risk Factors” in Geac’s Registration Statement on Form F-4 filed with the United States Securities and Exchange Commission, copies of which are available through the website maintained by the United States Securities and Exchange Commission at www.sec.gov or through the website maintained by the Canadian Securities Administrators at www.sedar.com, which risks and uncertainties are herein incorporated by reference.

Our financial statements are prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”). All dollar amounts are in Canadian dollars. As used in this discussion and unless the context otherwise requires or unless otherwise indicated, all references to “Geac,” “we,” “our,” or the “Company” refer to Geac Computer Corporation Limited and its consolidated subsidiaries.

Overview

Geac provides business-critical software and systems solutions to organizations around the world. Our solutions include cross-industry enterprise application systems (EAS) for financial administration and human resource functions, and enterprise resource planning applications for manufacturing, distribution, and supply chain management. These cross-industry applications are marketed globally and span a number of product lines. We also provide industry specific applications (ISA) tailored to the real estate, restaurant, property management, construction, libraries, and public safety marketplaces. In addition to our families of software products, we are a reseller of computer hardware and software, and we provide a broad range of professional services, including remote managed services, application hosting, consulting, implementation services, and training. Headquartered in Markham, Ontario, Canada, Geac employed 2,506 people in 55 locations around the world as of January 31, 2003, compared to 3,157 people at January 31, 2002.

Geac today has a presence in the financial back offices of many of the largest companies in the world, which rely on Geac software applications for their transaction processing. Our objective is to extend our relationships with these customers and to attract new customers by delivering a suite of software solutions to improve business performance. Our capabilities to achieve these objectives have been enhanced by several new hires in the last two quarters. James M. Travers, a senior technology executive whose career spans more than 25 years with industry leaders, including Texas Instruments, Harbinger

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Corporation, and Agillion, Inc., was appointed Senior Vice President of Geac Computer Corporation Ltd. and President of Geac Americas, effective August 6, 2002. James J. McDevitt, former CFO at Clarus Corporation, joined the Company as Vice President and General Manager of the U.S.-based Industry Specific Applications business units, effective December 16, 2002. Timothy J. Wright, who previously managed the global technology organization for Terra Lycos and The Learning Company, was appointed chief technology officer and chief information officer effective January 6, 2003; and John A. Overholt, who served in software and computer systems sales and sales management positions in a 19-year career with Texas Instruments, joined the Company as Senior Vice President of Enterprise Sales for Geac Americas on January 21, 2003.

Results of Operations

Third Quarter FY 2003 vs. Third Quarter FY 2002.

Revenue. Revenue for the third quarter of FY 2003, ended January 31, 2003, was $158.5 million, compared to $179.6 million in the corresponding period in FY 2002. Support and services revenue declined by $19.5 million, hardware revenue declined by $1.5 million, and software license sales revenue declined by $0.1 million.

Revenue in the EAS segment was $123.3 million in the third quarter of FY 2003, compared to $136.2 million in the corresponding period last year. This year-over-year $12.9 million, or 9.5 percent, decline was attributable to the net effect of the following:

• EAS software license sales to new and existing customers were $15.5 million, compared to $16.5 million in the third quarter of FY 2002. A decline of $2.8 million in mid-range computer software revenue was offset by increases of $1.1 million in mainframe software licenses and $0.7 million in client server software license sales, primarily due to sales of additional licenses to existing customers and sales of Geac Active Client web-enabled solutions. EAS software license sales in the next several quarters will reflect the spring release of a major upgrade to Geac’s System 21 enterprise resource planning (ERP) suite of applications, which includes a development language upgrade and collaborative supply chain management through a single web-based user interface.

• EAS support and services revenue was $96.5 million, compared to $107.4 million in the third quarter of FY 2002. Of this $10.9 million decline, EAS maintenance revenue—support to customers of our licensed software—declined by $5.3 million, or 7.3 percent, from $73.0 million to $67.7 million. This decline, which was expected, is due to attrition in maintenance contract renewals for mainframe ($5.7 million) and client server ($2.3 million) applications, partially offset by an increase of $2.7 million in maintenance revenue for mid-range computer applications. Maintenance attrition for mainframe and client server applications reflects the maturity of these markets and is due to customers migrating to other technologies. Approximately one third of the increase in maintenance revenue for mid-range computer applications is due to revenue from the acquisition of the EBC Informatique business, which was effective

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August 5, 2002. Other EAS support and services revenue—primarily professional implementation and training services—declined by $5.6 million and reflects the completion of several large engagements last year that were not replaced with new engagements of a comparable size in the current year. EAS support and services revenue over the next three quarters is expected to benefit from recently announced systems integration contracts with Tradeteam, a United Kingdom drinks warehousing and distribution services company ($2.5 million), and Fuji Xerox Australia ($1.0 million).

•

EAS hardware sales revenue was $11.4 million, compared to $12.3 million in the third quarter of FY 2002. We sell computer hardware primarily to meet the needs of customers who seek a more complete solution from a single vendor, and the decline in computer hardware sales is generally consistent with the decline in other revenues.

ISA segment revenue was $35.2 million, compared to $43.4 million in the third quarter last year. Of this $8.2 million, or 18.9 percent, decline, $6.3 million is attributable to the Interealty division and reflects customer losses and aggressive competitive pricing in the core multiple listing service (MLS) application business, which account for $5.1 million of the revenue decline, and an expected decline in the MLS book publishing business, which accounts for $1.2 million of the revenue decline. The decline in Interealty revenues, which was 37.2 percent compared to the third quarter of FY 2002, also reflects a fundamental change in the service and pricing model for the MLS application business as the internet has supplanted more costly virtual private networks. These conditions are expected to persist through FY 2004. A $2.8 million decline in revenue from other ISA segment businesses was partially offset by a $0.9 million increase in public safety systems revenue, primarily attributable to sales of Geac’s EnRoute public safety software.

Costs of Revenues. Costs of revenues were reduced by $17.2 million, or 20.3 percent, from $84.7 million in the third quarter of FY 2002 to $67.5 million in the third quarter of FY 2003. Gross profit margin (gross profit as a percentage of revenues) increased from 52.8 percent in the third quarter last year to 57.4 percent in the third quarter of FY 2003.

• The software margin declined from 92.6 percent in the third quarter of FY 2002 to 86.8 percent in the third quarter of FY 2003, reflecting a $1.1 million increase in software costs, primarily for third party software.

• The support and services margin increased from 50.9 percent in the third quarter of FY 2002 to 57.6 percent in the third quarter of FY 2003, reflecting an increase in the proportion of higher margin maintenance revenue.

• Hardware margins declined from 19.8 percent in the third quarter of FY 2002 to 13.7 percent in the third quarter of FY 2003, reflecting increased costs for mid-range computer hardware.

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Operating Expenses. Net operating expenses were reduced by $5.0 million, or 7.4 percent, from $67.6 million in the third quarter of FY 2002 to $62.6 million in the third quarter of FY 2003.

• Sales and marketing expenses were reduced by $1.8 million, or 7.8 percent, primarily as a result of lower overhead costs for premises and communications. Sales and marketing expenses as a percentage of revenue increased from 12.7 percent in the third quarter of FY 2002 to 13.3 percent in the third quarter of FY 2003, as the Company increased its investment in marketing while revenues have declined.

• Product development expenses were reduced $6.3 million, or 26.6 percent. More than a third of this reduction is due to lower overhead costs for premises and communications, and the remainder reflects more strategically focused development efforts. Product development expenses as a percentage of revenues were reduced from 13.1 percent in the third quarter of FY 2002 to 10.9 percent in the third quarter of FY 2003.

• General and administrative expenses increased by $3.1 million, or 14.9 percent, compared to general and administrative expenses in the third quarter of FY 2002. This $3.1 million increase is attributable to a net $1.8 million reduction in the provision for doubtful accounts in the third quarter last year, an increase of $2.3 million in professional fees and insurance costs in the third quarter of FY 2003 compared to the corresponding period last year, and $1.0 million in transitional costs to establish a shared services center for back office accounting operations in Europe, offset by net reductions of $2.0 million in other general and administrative expenses. General and administrative expenses as a percent of revenues were 15.1 percent in the third quarter of FY 2003, compared to 11.6 percent in the third quarter of FY 2002.

• Amortization of intangible assets, in the amount of $0.4 million, reflects amortization of intangible assets of EBC Informatique, a European hardware and software solutions provider, acquired in the second quarter of FY 2003.

Interest Income (Expense). Net interest income in the third quarter of FY 2003 was $0.4 million, compared to net interest expense of $0.9 million in the corresponding period last year, which included $0.8 million in loan fees.

Other Income. Other income, in the amount of $1.2 million, included $0.9 million in investment income from the sale of marketable securities and a $0.9 million gain on foreign exchange, partially offset by a $0.6 million adjustment in the valuation of fixed assets.

Income before Income Taxes. Income before income taxes was $30.0 million in the third quarter of FY 2003, an increase of $5.0 million, or 19.6 percent, compared to income before income taxes in the third quarter of FY 2002.

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Income Taxes. The provision for income taxes was $11.2 million in the third quarter of FY 2003, compared to $13.2 million in the third quarter of FY 2002. Our effective tax rate for the third quarter of FY 2003, in accordance with CICA 3465, was 37.5 percent. Of the total $11.2 million provision for income taxes recorded in the third quarter of FY 2003, more than $10.3 million reflects utilization of income tax assets, and less than $0.9 million represents cash taxes.

Net Income. Net income was $18.7 million, or $0.23 per diluted share, in the third quarter of FY 2003, compared to net income of $11.8 million, or $0.14 per diluted share in the third quarter of FY 2002.

Compared to the third quarter of FY 2002, currency fluctuations—primarily attributable to the Euro, the British Pound Sterling, and the U.S. Dollar against the Canadian Dollar—had the effect of increasing revenues by $5.6 million and increasing net income by $0.4 million.

Third Quarter FY 2003 vs. Second Quarter FY 2003.

Revenue. Revenue for the third quarter of FY 2003 declined by $0.7 million compared to the preceding quarter, as a $3.3 million decline in support and services revenue was partially offset by a $2.3 million increase in hardware revenue and a $0.3 million increase in software license revenue.

EAS segment revenue increased by $2.9 million, or 2.4 percent, compared to the second quarter. EAS computer hardware revenue increased by $2.6 million, primarily as a result of a $2.4 million increase in mid-range computer hardware sales; and EAS support and services revenue increased by $0.2 million, with declines in mainframe ($1.5 million) and client server ($1.0 million) support and services revenue offset by a $2.7 million increase in mid-range computer software support and services. EAS software license revenues increased by $0.1 million, primarily due to a $1.0 million increase in client server software license revenue, which was offset by a $0.6 million decline in mid-range computer software license revenue and a $0.3 million decline in mainframe software license revenue.

ISA segment revenue declined by $3.6 million, as sequential declines in Interealty ($3.6 million) and the restaurant software business ($1.0 million) were partially offset by increases in business units serving the public safety ($0.8 million) and libraries ($0.2 million) marketplaces.

Costs of Revenues. Compared to the second quarter, costs of revenues in the third quarter of FY 2003 were reduced by $0.3 million. A $3.3 million reduction in support and services costs was partially offset by cost increases for hardware ($2.6 million) and software ($0.4 million). Gross profit declined by $0.5 million; and gross profit margin remained virtually unchanged at 57.4 percent, compared to 57.5 percent in the second quarter.

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Operating Expenses. Operating expenses in third quarter of FY 2003 increased by $0.6 million, or 0.9 percent. Sales and marketing costs were reduced by $0.6 million, primarily as a result of lower sales costs; product development costs were reduced by $0.5 million; general and administrative costs increased by $0.1 million, and amortization of intangible assets increased by $0.4 million. During the second quarter the Company recorded a net restructuring and other unusual gain of $1.2 million due to the reversal of excess accrued liabilities and other provisions. There were no restructuring or other unusual charges or gains in the third quarter.

Other Income. Other income was $1.2 million, compared to $0.2 million in the second quarter, which included a $1.5 million gain on the sale of fixed assets, partially offset by $1.3 million of foreign exchange losses.

Income before Income Taxes. Third quarter income before income taxes was $30.0 million, compared to $29.9 million in the second quarter.

Income Taxes. The provision for income taxes was $11.2 million in the third quarter of FY 2003, compared to $11.6 million in the second quarter. Our effective tax rate for the third quarter of FY 2003 was 37.5 percent, compared to 38.8 percent in the second quarter.

Net Income. Net income was $18.7 million, or $0.23 per diluted share, in the third quarter of FY 2003, compared to net income of $18.3 million, or $0.23 per diluted share, in the second quarter of FY 2003.

Compared to the second quarter of FY 2003, currency fluctuations—primarily attributable to the Euro, and the British Pound Sterling, against the Canadian Dollar—had the effect of increasing revenues by $1.2 million and increasing net income by $0.1 million.

Year-to-date FY 2003 vs Year-to-date FY 2002.

Revenue. Revenue through the first nine months of FY 2003 was $472.9 million, compared to $542.1 million in the corresponding period last year. Excluding $5.2 million in revenue from the publishing software business, which was sold in the second quarter of FY 2002, revenue would have declined by $64.0 million, or 11.9 percent.

EAS segment revenue declined by $41.5 million, or 10.3 percent, composed of the following:

• EAS software license revenue through the first nine months of FY 2003 was $41.9 million, compared to $46.5 million in the first nine months of FY 2002. A $3.8 million decline in client server software license revenue was primarily attributable to a $2.6 million sale of local government software distribution rights to Trisilco Group of Malaysia in the first quarter of FY 2002, which was not repeated in the current fiscal year. A $2.8 million decline in mid-range computer software license revenue

23

	was partially offset by a $2.0 million increase in mainframe software license revenue through the first nine months of FY 2003.
•	EAS support and services revenue was $286.8 million, compared to $326.3 million in the first nine months of FY 2002. Of this $39.5 million decline, EAS maintenance revenue declined by $18.0 million, or 8.1 percent, reflecting expected attrition of mainframe and client server customers, partially offset by an increase in mid-range computer software maintenance revenue. Other support and services revenue—primarily professional services—declined by $21.5 million, or 20.4 percent, compared to the corresponding period last year, which benefited from Euro conversion work and several large engagements that have now been completed.
•	EAS computer hardware sales through the first nine months of FY 2003 increased by $2.6 million, or 8.9 percent, primarily as a result of vendor promotions in Europe in the first quarter of FY 2003.

ISA revenue through the first nine months of FY 2003 was $112.1 million, compared to $139.8 million in the corresponding period last year. Excluding $5.2 million in revenue from the publishing software business, which was sold last year, ISA revenue would have declined by $22.5 million, or 16.7 percent. Of this total, $16.3 million was attributable to the Interealty division and reflects declines of $13.1 million in the core MLS application business and $3.2 million in revenue from the MLS book publishing business, which was expected. Interealty revenue has declined 28.8 percent in the first nine months of FY 2003, compared to the corresponding period last year. Revenue declines in business units serving the construction ($3.9 million) and restaurants ($1.9 million) marketplaces were partially offset by a $0.6 million increase in public safety computer software and services revenue.

Costs of Revenues. Costs of revenues through the first nine months of the fiscal year were reduced by $40.6 million, or 16.4 percent, from $247.4 million in the first nine months of FY 2002 to $206.8 million in the first nine months of FY 2003. Gross profit margin increased from 54.4 percent in the first nine months last year to 56.3 percent in the first nine months of FY 2003.

• The gross software margin declined from 90.7 percent in the first nine months of FY 2002 to 86.2 percent in the first nine months of FY 2003, primarily due to increased costs for third party software.

• The support and services margin increased from 52.6 percent in the first nine months of FY 2002 to 56.5 percent in the first nine months of the current year, reflecting an increase in the proportion of higher margin maintenance revenue.

• Hardware margins declined from 17.9 percent in the first nine months of FY 2002 to 14.2 percent in the first nine months of FY 2003, primarily as a result of a single low margin $3.1 million hardware sale in the first quarter.

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Operating Expenses. Net operating expenses were $184.6 million in the first nine months of FY 2003, including the effect of a net restructuring and other unusual gain of $1.2 million, compared to $195.8 million in the corresponding period last year, which included the effect of a net restructuring and other unusual gain of $14.6 million. Excluding from both periods the effect of net restructuring and other unusual gains, operating expenses were reduced by $24.6 million, or 11.7 percent, compared to the first nine months of FY 2002.

Sales and marketing expenses were reduced by $3.8 million, or 5.4 percent, as a result of restructuring efforts. Sales and marketing expenses as a percentage of revenues increased from 12.8 percent in the first nine months of FY 2002 to 13.9 percent in the first nine months of FY 2003, as the Company maintained substantially the same level of investment in marketing despite the decline in revenues for the first nine months of the year.

Product development expenses were reduced by $18.9 million, or 26.8 percent; and product development expenses as a percentage of revenues were reduced from 13.0 percent in the first nine months of FY 2002 to 10.9 percent in the first nine months of the current year. This reduction reflects more strategically focused development efforts and lower overhead expenses.

General and administrative expenses were reduced by $1.5 million, or 2.1 percent. General and administrative expenses as a percent of revenues increased from 12.8 percent in the first nine months of FY 2002 to 14.3 percent in the first nine months this year. The increase in general and administrative expenses as a percent of revenues reflects a net $1.2 million reduction in the provision for doubtful accounts in the first nine months last year, an increase of $6.5 million in professional fees and insurance costs through the first nine months of FY 2003, and a $2.6 million adjustment in the second quarter of FY 2003 to increase the amortization of property, plant, and equipment to more accurately reflect the valuation of acquired assets.

Interest Income and Expense. Net interest income in the first nine months of FY 2003 was $0.9 million, compared to net interest expense of $1.7 million in the first nine months of FY 2002. This $2.6 million improvement is primarily attributable to a reduction in bank indebtedness, which stood at $20.6 million at the end of the first quarter of FY 2002 and which was completely repaid in the second quarter last year.

Other Income. Other income in the net amount of $3.6 million is attributable to $2.0 million of foreign exchange gains, a $0.9 million gain on the sale of marketable securities, and a $0.7 million gain on the sale of fixed assets. In the corresponding period last year foreign exchange gains totaled $0.4 million.

Income before Income Taxes. Income before income taxes was $86.0 million in the first nine months of FY 2003, compared to $97.5 million in the first nine months of FY 2002. Excluding the effect of net restructuring and other unusual items, income before income

25

taxes increased by $1.9 million, or 2.3 percent, from $82.9 million in the first nine months of FY 2002 to $84.8 million in the first nine months of FY 2003.

Income Taxes. The provision for income taxes was $32.8 million in the first nine months of FY 2003, compared to $42.3 million in the corresponding period last year. Our effective tax rate was 38.1 percent in the first nine months of FY 2003, compared to 43.3 percent in the corresponding period last year. Of the total $32.8 million provision for income taxes recorded in the first nine months of FY 2003, $27.1 million reflects utilization of income tax assets, and $5.7 million represents cash taxes.

Net Income. Net income for the first nine months of the year was $53.2 million, or $0.66 per diluted share, compared to $55.2 million, or $0.75 per diluted share in the first nine months last year. Net income as a percent of revenues was 11.3 percent in the first nine months of FY 2003, compared to 10.2 percent in the corresponding period last year.

Compared to the first three quarters of FY 2002, currency fluctuations—primarily attributable to the Euro, the British Pound Sterling, and the U.S. Dollar against the Canadian Dollar—had the effect of increasing revenues by $18.5 million and increasing net income by $1.8 million, or $0.02 per diluted share.

Liquidity and Financial Condition

At January 31, 2003, cash and cash equivalents totaled $142.2 million, compared to $115.7 million at April 30, 2002. Excluding from the total at January 31, 2003, an increase of $0.5 million from the effect of foreign exchange rates, cash and cash equivalents increased by $26.0 million in the first nine months of FY 2003.

Historically, approximately 40 percent of the Company’s software maintenance contracts renew on a calendar year basis in the third quarter. Although this percentage is expected to decline as mid-range computer software maintenance contracts, which typically renew throughout the year, grow to comprise a larger proportion of total maintenance revenue, more maintenance contracts renew in the third quarter than in any other quarter. Accordingly, cash receipts from maintenance contract renewals are the highest in the third quarter of the fiscal year, while maintenance revenue is recognized ratably over the year. Reflecting this seasonality, the Company achieved positive cash flow from operating activities of $62.0 million in the third quarter of FY 2003, compared to positive cash flow of $0.9 million in the second quarter. Compared to the third quarter of FY 2002, cash flow from operating activities increased by $6.7 million, or 12.0 percent.

For the first nine months of FY 2003, the Company experienced positive cash flow of $20.7 million from operating activities, compared to $58.4 million in the corresponding period last year. Compared to cash flow from operating activities in the first nine months of FY 2002, the $37.7 million decline is primarily attributable to a net $50.1 million reduction in accounts payable and accrued liabilities during the first nine months of the current fiscal year. Of this net $50.1 million reduction, which excludes the effects of

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changes in foreign exchange rates, $28.3 million is attributable to payments associated with prior year restructuring charges, including payments of $8.9 million for legal settlement costs, $13.2 million for severance charges, and $6.2 million in premises restructuring costs. The Company incurred a $41.3 million charge in the fourth quarter of FY 2002 for net restructuring and other unusual items. These restructuring efforts were planned to result in savings of approximately $70 million in FY 2003. Although the timing and magnitude of savings differ from the original restructuring plan, as a result of a combination of the restructuring plan and other ongoing cost savings efforts, through the first nine months of FY 2003 support and services costs and operating expenses, excluding net restructuring and other unusual items, are $68.6 million below comparable costs for the first nine months of FY 2002. The Company does not expect to record an unusual item related to restructuring in FY 2003. Consistent with the announcement of the Company not to provide financial guidance for any period after the end of FY 2003, the Company will not provide any indications of cost savings for any period after FY 2003.

Net cash used in investing activities in the third quarter of FY 2003 totaled $0.6 million, compared to net cash used of $1.9 million in the third quarter of FY 2002. Cash outflows in both periods were attributable to additions to property, plant, and equipment. For the first nine months of FY 2003, net cash used in investing activities of $5.1 million included $3.8 million for the acquisition of certain assets of EBC Informatique, a European hardware and software solutions provider, effective August 5, 2002.

Net cash provided by financing activities totaled $11.8 million in the third quarter of FY 2003, including $12.4 million from the exercise of 4,475,000 purchase warrants at $2.75 per warrant and from the sale of common shares under the Company’s Employee Stock Purchase Plan (ESPP), partially offset by $0.6 million used for repayment of long term debt. In the third quarter last year, net cash used in financing activities was $0.5 million. For the first nine months of FY 2003, net cash provided by financing activities was $10.3 million, including $13.8 million from the exercise of all five million purchase warrants outstanding at April 30, 2002 (including, in addition to the 4,475,000 exercised in the third quarter, 525,000 purchase warrants exercised in the second quarter), partially offset by $3.6 million used for repayment of long term debt. For the first nine months of FY 2002, net cash provided by financing activities was $5.9 million. In addition to $24.8 million in net proceeds from the sale of six million common shares on September 27, 2001, cash inflows in the first nine months of FY 2002 included $17.9 million from the sale in the first quarter of FY 2002 of 10 million special warrants at a price of $2.00 per special warrant. Each special warrant was exercisable for one common share plus one half of a common share purchase warrant. Each full purchase warrant entitled the purchaser to acquire one common share of Geac for $2.75 at any time within 18 months of June 29, 2001. The special warrants were fully exercised on August 1, 2001; and all five million purchase warrants were fully exercised by the end of the third quarter. In total the issuance of common shares and special warrants generated $42.7 million, which was used to fund working capital requirements and to repay bank indebtedness.

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Deferred revenue is composed of deferred maintenance and support revenues, which are recognized ratably over the term of the related maintenance agreement—normally one year—and deferred professional services revenue, which is recognized as such services are performed. Excluding a $5.2 million increase in the balance as of January 31, 2003, as a result of currency fluctuations, deferred revenue, as reflected in the Consolidated Cash Flow Statement, declined by $22.7 million in the first nine months of FY 2003. During the comparable period last year, deferred revenue declined by $41.6 million.

The value of long-term debt, composed of real property mortgages and capital leases, was reduced from $11.9 million at the end of FY 2002 to $9.8 million at the end of the third quarter. This $2.1 million reduction reflects repayments of $3.6 million, offset by a $1.5 million increase from the effect of changes in foreign exchange rates.

On February 11, 2003, Geac announced that the United States Securities and Exchange Commission had declared effective Geac’s registration statement relating to its proposed acquisition of Extensity, Inc. Extensity has set March 6, 2003, for a meeting of its stockholders to vote on adopting the merger agreement pursuant to which Extensity would merge with a wholly-owned subsidiary of Geac. Stockholders of Extensity can elect to receive cash or Geac shares under the merger. If the merger is approved at the meeting and the other closing conditions are met, the closing of the acquisition is expected to occur on or about March 6, 2003. To the extent that all stockholders of Extensity elect to receive cash, cash would be reduced by any amount used in the acquisition.

Commitments Not Reflected in the Balance Sheet

As disclosed in note 12 to the April 30, 2002 annual financial statements and in accordance with Canadian GAAP, the Company has commitments that are not reflected on the balance sheet of the Company. These commitments include operating leases for office equipment and premises, and letters of credit, bank guarantees, and performance bonds that are routinely issued on behalf of insurance companies and other third parties in connection with outstanding performance contracts, primarily with public sector customers. The Company does not have any other commitments not reflected on the balance sheet, or any other business arrangements, derivative financial instruments, or any equity interests in unconsolidated companies that would have a material effect on the assets and liabilities of the Company at January 31, 2003.

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EX-99.1

Ex-99.1 Press Release dated March 5, 2003