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: September 2005

Commission File Number: 0-50568

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  o   Form 40-F  ý

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):  o

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):  o

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  o.. No  ý

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

On September 9, 2005, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com a press release issued on September 9, 2005, containing its quarterly financial results for the fiscal quarter ending July 31, 2005, a copy of which is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

On September 9, 2005, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com its Management Discussion & Analysis relating to its quarterly financial results for the fiscal quarter ending July 31, 2005, a copy of which is attached as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K.

On September 9, 2005, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com certain certifications relating to its interim filings issued on September 9, 2005, a copy of such certifications are attached as Exhibits 99.3 and 99.4, respectively, 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
	/s/ Jonathan D. Salon
	Jonathan D. Salon
	Vice President and
	Deputy General Counsel

Date: September 9, 2005

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EXHIBIT INDEX

Number	Title
99.1	Press Release issued on September 9, 2005
99.2	Management Discussion and Analysis filed on September 9, 2005
99.3	Certification of Interim Filings of Ms. Donna de Winter, Senior Vice President and Chief Financial Officer, dated September 9, 2005
99.4	Certification of Interim Filings of Mr. Charles S. Jones, President and Chief Executive Officer, dated September 9, 2005

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EX-99.1

Exhibit 99.1

News Release

GEAC ANNOUNCES FISCAL YEAR 2006 FIRST QUARTER RESULTS

Note to readers: All references to dollars are to U.S. dollars unless otherwise noted.

MARKHAM, Ontario and SOUTHBOROUGH, Massachusetts – September 9, 2005 – Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC), a global enterprise software company dedicated to addressing the needs of CFOs, today announced results for its first quarter of fiscal year (FY) 2006, which ended July 31, 2005.

First Quarter and Other Financial Highlights

•Net cash provided from operating activities was $7.9 million for the first quarter ended July 31, 2005, compared to $2.2 million for the first quarter of the prior year.

•Software license revenue from internally developed new products increased to approximately 27% of total license revenue.

•Cash balance increased 65.5% to $192.1 million, up from $116.1 million a year ago.

•Following the quarter, August software license revenue increased 61.9% compared to August of last year.

•Board of Directors commits to share repurchase program.

US$ thousands (except per share data)	Q1 FY 2006		Q1 FY 2005
Software Revenue	$	13,009	$	15,495
Support & Services Revenue	$	86,931	$	89,470
Hardware Revenue	$	3,782	$	1,903
Total Revenue	$	103,722	$	106,868
Net Earnings	$	11,290	$	13,512
Diluted Earnings Per Share	$	0.13	$	0.15

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Geac reported revenue in the first quarter of FY 2006 that amounted to $103.7 million, a decrease of $3.1 million compared to $106.9 million in revenue in the first quarter of FY 2005.  Software license revenue represented $13.0 million of the first quarter total, a 16.0% decrease over the same quarter last year when software license sales were $15.5 million.  The Company’s net earnings were $11.3 million during the first quarter of FY 2006, or $0.13 per diluted share, compared with $13.5 million, or $0.15 per diluted share in the first quarter of last year, a net earnings decrease of 16.4% and a diluted EPS decrease of 13.3%.  The gross profit margin decreased to 61.6% of revenue from 64.9% in the first quarter of FY 2005.

Net cash provided by operating activities for the three months ended July 31, 2005 was $7.9 million compared to $2.2 million net cash provided by operating activities in the same period the previous year.  Geac’s cash position at the end of the first quarter of FY 2006 was $192.1 million, a 65.5% increase in the cash position of $116.1 million at the close of the first quarter of FY 2005.  This substantial increase was the direct result of the Company’s seven consecutive quarters of generating positive cash from operations.

Charles S. Jones, President and Chief Executive Officer of Geac said, “While our first quarter is traditionally a lower revenue quarter due to the seasonality of our business, license revenue was also adversely influenced by an apparent spillover into August.  Traditionally our slowest month, August saw a material increase of 61.9% in new software license revenue compared to August of FY 2005, largely due to new license agreements of MPC, the Company’s budgeting, financial planning and forecasting product suite.  In addition we signed some significant contracts in August that will contribute revenue to be recognized in future periods.  The most notable of these contracts were in our ISA business segment of which one contract was in excess of $1 million and another in excess of $2 million.”

“Geac remains focused on building opportunity for license growth, and we are winning larger deals with new customers, but often in a sales cycle that lasts longer than anticipated,” continued Mr. Jones.  “Our average transaction size in the EAS division increased in the first quarter of FY 2006 over the same quarter a year ago.  In the last few quarters approximately

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11% of the number of these deals were from new customers, and in the first quarter of FY 2006, the number of new customers as a percentage of total contracts signed in the quarter increased to 14.6%.  Contracted sales of internally developed new products accounted for approximately 27% of software license revenue in the first quarter of FY 2006.  Clearly, our product innovation and our commitment to extending the financial value chain with performance-driven capabilities are achieving results.  We are particularly pleased to announce today the immediate availability of Geac MPC 7, a major new release of our flagship integrated performance management software suite.”

Operating expenses were $47.9 million in the first quarter of FY 2006, compared to $48.8 million the first quarter of FY 2005.  Contributing significantly to the Company’s lower general and administrative expenses in the quarter was a $4.0 million settlement with an insurance carrier.  We incurred approximately $1.5 million in legal fees and associated costs in prior periods in the litigation with the insurance carrier, which commenced in 2001.  In addition, the Company’s non-cash, stock-based compensation expense increased by $1.8 million to $2.9 million in the first quarter of FY 2006, a 164% increase, from $1.1 million in the first quarter of last year.  This increase resulted from the impact of the fully funded, non-dilutive, restricted share units (RSUs) that had been granted to the management team and to certain key employees in FY 2005.  Also, in the first quarter of FY 2006, the costs associated with the Company’s ongoing compliance with corporate governance requirements, including Sarbanes-Oxley Section 404, increased by approximately $500,000 over the first quarter of FY 2005.  We expect these stock-based compensation and compliance expenses to continue throughout FY 2006.

“As we previously disclosed, in recent quarters we deliberately increased our sales and marketing expenditures to execute focused initiatives designed to accelerate license revenue growth in key product areas, including Geac Performance Management,” said Donna de Winter, Chief Financial Officer.  “As a percentage of total revenue, sales and marketing expenses increased from 17.3% in the first quarter of FY 2005 to 18.9% in the first quarter of FY 2006.  The increase was primarily due to personnel costs relating to changes in our sales force, an increase in stock-based compensation expense related to the granting of RSUs to key sales management in the fourth quarter of FY 2005, and an increase in our investment in the training

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and education of sales and marketing personnel.  The effect of these expenses on our margins is more pronounced this period as the first quarter is traditionally a lower revenue quarter.  In addition, net earnings and diluted EPS were impacted by the expected increase in our effective tax rate of 36.5% in the first quarter ended July 31, 2005 compared to 33.1% in the first quarter ended July 31, 2004.  We believe that under the current facts and circumstances that our effective tax rate for FY 2006 will be in the range of 22% to 27%.”

Geac’s System21, Anael, Runtime and Interealty divisions experienced growth in the quarter.  System21, the largest of these divisions, had a total revenue increase of 3.5% over the first quarter of last year.  Anael increased total revenue by approximately 7.0% in the first quarter of FY 2006 from the first quarter of FY 2005, and software license revenue was up 10.0% in the same period.  With several large transactions closed in the first quarter of FY 2006, Interealty total revenue increased nearly 10% over the same quarter a year ago.  RunTime had the strongest growth, with a 113.7% increase in total revenue and a 342.6% increase in license revenue over the first quarter of FY 2005.

In August FY 2006, Geac increased new license revenue from $2.2 million in August of FY 2005 to $3.6 million in August of FY 2006, or 61.9%.  Some significant contracts closed in the month included:

•For Geac Performance Management – Applebees, the largest casual dining restaurant chain in the U.S.; Bushnell Performance Optics, a global supplier of high quality sports optics; Clearwire Corporation, a provider of wireless, high-speed broadband Internet service; American Diabetes Association; and a leading regional bank in the Southeastern U.S.

•For Enterprise Server – a U.S. government law enforcement agency

•For Geac Public Safety – a leading ambulance services company

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Product Innovation

Today, Geac will formally announce the release of version 7 of MPC, the cornerstone of Geac’s performance management offering, which helps organizations close the gap between the business strategy and budgeting processes by integrating both elements into one seamless application.  The Company continues to focus product development efforts on meeting customers’ requirements for highly functional, open and integrated performance management software, which allows them to extend their existing investments in platforms, applications and systems, as demonstrated by this announcement.

Customers

In the first quarter of FY 2006, Geac closed approximately 315 transactions Company-wide in the Enterprise Applications Systems (EAS) segment of the business.  Nineteen of these deals each exceeded $150,000, and the average transaction size within this group was approximately $284,000, up from the average transaction size of approximately $257,000 in the first quarter FY 2005.  Of the 315 contracts in the EAS segment, 46 contracts were with net new customers, reflecting an increase of the number of new customers as a percentage of total contracts.

Among the significant EAS deals of the quarter, Geac signed contracts with Hartford (Connecticut) Hospital; Scottish & Newcastle plc, an international brewing group; Agrokor / Konzum, the largest Croatian retail chain; GILDEMEISTER AG, a major machine tools manufacturer; Lorraine Tubes, a French subsidiary of Spanish CONDESA Group; Mac Mode GmbH & Co. KGaA, a German clothing manufacturer; a leading U.S. transportation company; a global healthcare products manufacturer; a provider of Direct Broadcast Satellite (DBS) television products and services; a major U.S. bank holding company; and an automotive systems manufacturer.   One of these contracts in the first quarter was valued at $1.8 million.

Importantly, Geac was also awarded a contract of over $350,000 in the first quarter for MPC performance management software from a major U.S. financial services institution in the

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business of home mortgage lending.  The sale is evidence of Geac’s continued success in extending its position in the financial services industry.

In the Industry Specific Application (ISA) segment of the business, Geac Libraries announced in June that the County of Lambton in southwestern Ontario purchased Geac’s Vubis Smart library automation system.  Adoption of Vubis Smart by Lambton County Library Services continues a pattern of steady growth in North America for Vubis Smart, Geac’s innovative, Web-based library management system.  Essex Libraries Consortium, one of the United Kingdom’s largest library services and a key BT customer went live with Geac’s Vubis Smart in June.  Geac’s Commercial Systems Division (CSD) experienced a 22.4% increase in software license revenue in the first quarter of FY 2006 as compared to the first quarter of FY 2005.  One of CSD’s significant deals of the quarter, exceeding $130,000, was the sale of the AMSI product portfolio to a residential and commercial properties development company in Illinois.

Concluding Remarks

“Geac remains focused in its transition on building opportunity throughout the business for software license growth.  We continue to innovate, introduce new products and manage our operating expenses.  We are winning larger deals with new customers, but often in a sales cycle that lasts longer than anticipated.  We have continued to strengthen our balance sheet by increasing our cash balance and recently signed a new, five-year US$150 million revolving credit facility.  In addition, as discussed in our letter to shareholders dated August 31, 2005, we continue to evaluate a broad range of strategic alternatives, including prudent acquisitions, changes to our capital structure and discussions with third parties who have expressed an interest in acquiring the Company.  While there can be no assurance that these talks will result in a transaction, we pledge to you that your current Board of Directors will continue to consider all alternatives to enhance value for all Geac shareholders without jeopardizing the long term prospects of Geac.  We recently terminated discussions with a business intelligence company due to unacceptable valuation expectations.  As a result of the continuing challenges we face in completing a meaningful acquisition, and our strengthened balance sheet, we plan to actively repurchase up to $US 35 million of our common shares over the course of the next 12 months

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pursuant to the normal course issuer bid previously announced, subject to the terms of the bid, including TSX rules and applicable law.  We reiterate our pledge to you that your current Board of Directors will continue to seek to create value for all Geac shareholders while continuing to invest in the business to ensure long-term success.  We appreciate the support for Geac’s Board and management team expressed by many of our shareholders over the past several weeks,” concluded Mr. Jones.

To understand better this press release and for more in-depth analysis of these financial results and the risks related to our business, please see our Management Discussion and Analysis, which will be filed today with the Canadian Securities Administrators at www.sedar.com and the United States Securities and Exchange Commission at www.sec.gov.  It will also be posted on our website at http://www.geac.com later today.  In addition, a more detailed discussion of certain of the challenges we will continue to encounter in FY 2006 can be found in the “Going Forward” section of the Company’s year-end letter to shareholders printed in Geac’s FY 2005 Annual Report (available at www.geac.com).

Earnings Call

Management will discuss the results announced on a conference call scheduled for later this morning, Friday, September 9, 2005, at 8:30am. Eastern Time.

Listeners may access the conference call at 416.405.9328 / 800.387.6216, or via webcast at http://www.investors.geac.com.

A replay of the conference call will be available from September 9, 2005 at approximately 4:00 p.m. Eastern Time until September 23, 2005 at 11:59 p.m. Eastern Time.  The replay can be accessed at 416.695.5800 or 1.800.408.3053.  The pass code for the replay is 3162314 followed by the number sign.

The conference call will be broadcast over Geac’s web site at www.investors.geac.com. Attendees will need to log in at least 15 minutes prior to the call.

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About Geac

Geac (TSX: GAC, NASDAQ:GEAC) is a global enterprise software company that addresses the needs of the Chief Financial Officer. Geac’s best-in-class technology products and services help organizations do more with less in an increasingly competitive environment, amidst growing regulatory pressure, and in response to other business issues confronting the CFO. Further information is available at http://www.geac.com or through e-mail at info@geac.com.

###

This press release may contain forward-looking statements of Geac’s intentions, beliefs, expectations and predictions for the future.  These forward-looking statements often include use of the future tense with words such as “will,” “may,” “intends,” “anticipates,” “expects” and similar conditional or forward-looking words and phrases.  These forward-looking statements are neither promises nor guarantees.  They are only predictions that are subject to risks and uncertainties, and they may differ materially from actual future events or results.  Geac undertakes no obligation to update or revise the information contained herein.  Important factors that could cause a material difference between these forward-looking statements and actual events include, among other things: our ability to increase revenues from new license sales, cross-sell into our existing customer base and reduce customer attrition; whether we can identify and acquire synergistic businesses and, if so, whether we can successfully integrate them into our existing operations; whether we are able to deliver products and services within required time frames and budgets to meet increasingly competitive customer demands and performance guaranties; risks inherent in fluctuating international currency exchange rates in light of our global operations and the unpredictable effect of geopolitical world and local events; whether we are successful in our continued efforts to manage expenses effectively and maintain profitability; our ability to achieve revenue from products and services that are under development; the uncertain effect of the competitive environment in which we operate and resulting pricing pressures; and whether the anticipated effects and results of our new product offerings and successful product implementation will be realized.  These and other potential risks and uncertainties that relate to Geac’s business and operations are summarized in more detail from time to time in our filings with the United States Securities and Exchange Commission and with the Canadian Securities Administrators.  Please refer to Geac’s most recent quarterly reports available through the website maintained by the SEC at www.sec.gov and through the website maintained by the Canadian Securities Administrators and the Canadian Depository for Securities Limited at www.sedar.com for more information on risk factors that could cause actual results to differ. Geac is a registered trademark of Geac Computer Corporation Limited. All other marks are trademarks of their respective owners.

For more information, please contact:

Financial Contact:	Investor and Media Contact:
Donna de Winter	Alys Scott
Chief Financial Officer	VP, Corporate Communications
Geac	Geac
905.475.0525 ext. 3204	508.871.5064
donna.dewinter@geac.com	alys.scott@geac.

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Geac Computer Corporation Limited

Consolidated Balance Sheets

As at July 31, 2005 and April 30, 2005

(Unaudited)

(amounts in thousands of U.S. dollars)

	July 31, 2005			April 30, 2005
Assets
Current assets:
Cash and cash equivalents	$	192,124		$	188,242
Restricted cash	122			4,808
Accounts receivable and other receivables	39,146			48,631
Unbilled receivables	7,165			8,222
Future income taxes	7,867			8,292
Prepaid expenses and other assets	6,137			8,230
Total current assets	252,561			266,425
Restricted cash	2,977			3,039
Future income taxes	30,067			34,558
Property, plant and equipment	20,993			22,005
Intangible assets	21,281			23,841
Goodwill (note 3)	108,945			110,142
Other assets	5,507			6,156
Total assets	$	442,331		$	466,166
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	54,787		$	73,373
Income taxes payable	23,008			22,997
Current portion of long-term debt	406			424
Deferred revenue	103,781			112,605
Total current liabilities	181,982			209,399
Deferred revenue	1,350			2,058
Employee future benefits	22,539			26,334
Asset retirement obligations (note 5)	1,271			1,678
Accrued restructuring (note 6)	1,158			1,769
Long-term debt	4,279			4,630
Total liabilities	212,579			245,868
Shareholders’ Equity
Common shares; no par value; unlimited shares authorized; issued and outstanding as at July 31, 2005 – 86,849,621 (April 30, 2005 – 86,377,012)	134,941			131,445
Common shares purchased as at July 31, 2005 – 1,390,112 (April 30, 2005 – 816,598) (note 8)	(11,775		)	(6,979		)
Common stock options	12			12
Contributed surplus	9,284			6,353
Retained earnings	122,831			111,541
Cumulative foreign exchange translation adjustment	(25,541		)	(22,074		)
Total shareholders’ equity	229,752			220,298
Total liabilities and shareholders’ equity	$	442,331		$	466,166

Commitments and contingencies  (note 9)

See accompanying notes

9

Geac Computer Corporation Limited

Consolidated Statements of Earnings

For the three months ended July 31, 2005 and July 31, 2004

(Unaudited)

(amounts in thousands of U.S. dollars, except share and per share data)

	Three months ended July 31,
	2005			2004
Revenue:
Software	$	13,009		$	15,495
Support and services	86,931			89,470
Hardware	3,782			1,903
Total revenue	103,722			106,868
Cost of revenue:
Costs of software	1,979			1,680
Costs of support and services	34,383			34,255
Costs of hardware	3,476			1,536
Total cost of revenue	39,838			37,471
Gross profit	63,884			69,397
Operating expenses:
Sales and marketing	19,641			18,534
Research and development	14,879			14,393
General and administrative	11,101			14,305
Net restructuring and other unusual items (note 6)	(33		)	(653		)
Amortization of intangible assets	2,294			2,246
Total operating expenses	47,882			48,825
Earnings from operations	16,002			20,572
Interest income	1,548			501
Interest expense	(375		)	(388		)
Other income (expense), net	605			(502		)
Earnings before income taxes	17,780			20,183
Income taxes	6,490			6,671
Net earnings for the period	$	11,290		$	13,512
Basic net earnings per common share	$	0.13		$	0.16
Diluted net earnings per common share	$	0.13		$	0.15
Weighted average number of common shares used in computing basic net earnings per share (‘000s)	85,110			85,189
Weighted average number of common shares used in computing diluted net earnings per share (‘000s)	89,132			87,554

See accompanying notes

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Geac Computer Corporate Limited

Consolidated Statement of Shareholders’ Equity

For the three months ended July 31, 2005 and year ended April 30, 2005

(Unaudited)

(in thousands of U.S. dollars, except share date)

	Share capital
	Common Shares	Amount		Common Shares Purchased	Amount			Common Stock Options			Contributed Surplus			Retained Earnings		Cumulative Foreign Exchange Translation Adjustment			Total Shareholders’ Equity
	(‘000s)			(‘000s)
Balance – April 30, 2004	85,175	$	124,019	—	$	—		$	44		$	2,368		$	34,517	$	(24,877	)	$	136,071
Issuance of common stock for cash	284	1,459		—	—			—			—			—		—			1,459
Exercise of stock options granted in connection with acquisition of Extensity	—	9		—	—			(9		)	—			—		—			—
Stock-based compensation (note 8)	—	—		—	—			—			910			—		—			910
Employee stock purchase plan (note 8)	—	260		—	—			—			(260		)	—		—			—
Net earnings	—	—		—	—			—			—			13,512		—			13,512
Foreign exchange translation adjustment	—	—		—	—			—			—			—		525			525
Balance – July 31, 2004	85,459	125,747		—	—			35			3,018			48,029		(24,352		)	152,477
Issuance of common stock for cash	918	4,308		—	—			—			—			—		—			4,308
Exercise of stock options granted in connection with acquisition of Extensity	—	23		—	—			(23		)	—			—		—			—
Stock-based compensation (note 8)	—	—		—	—			—			3,208			—		—			3,208
Exercise of stock options	—	1,143		—	—			—			(1,143		)	—		—			—
Employee stock purchase plan (note 8)	—	224		—	—			—			(224		)	—		—			—
Restricted share unit plan (note 8)
Compensation expense	—	—		—	—			—			1,494			—		—			1,494
Purchase of common shares for cash	—	—		817	(6,979		)	—			—			—		—			(6,979		)
Net earnings	—	—		—	—			—			—			63,512		—			63,512
Foreign exchange translation adjustment	—	—		—	—			—			—			—		2,278			2,278
Balance – April 30, 2005	86,377	131,445		817	(6,979		)	12			6,353			111,541		(22,074		)	220,298
Issuance of common stock for cash	473	2,860		—	—			—			—			—		—			2,860
Stock-based compensation (note 8)	—	—		—	—			—			1,025			—		—			1,025
Exercise of stock options	—	393		—	—			—			(393		)	—		—			—
Employee stock purchase plan (note 8)	—	243		—	—			—			(243		)	—		—			—
Tax impact of exercise of stock options	—	—		—	—			—			783			—		—			783
Restricted share unit plan (note 8)
Compensation expense	—	—		—	—			—			1,759			—		—			1,759
Purchase of common shares for cash	—	—		573	(4,796		)	—			—			—		—			(4,796		)
Net earnings	—	—		—	—			—			—			11,290		—			11,290
Foreign exchange translation adjustment	—	—		—	—			—			—			—		(3,467		)	(3,467		)
Balance – July 31, 2005	86,850	$	134,941	1,390	$	(11,775	)	$	12		$	9,284		$	122,831	$	(25,541	)	$	229,752

See accompanying notes

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Geac Computer Corporation Limited

Consolidated Statement of Cash Flows

For the three months ended July 31, 2005 and July 31, 2004

(Unaudited)

(in thousands of U.S. dollars)

	Three months ended July 31,
	2005			2004
				(Revised – see note 2)
Cash flows from operating activities
Net earnings for the period	$	11,290		$	13,512
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	1,264			1,721
Amortization of intangible assets	2,294			2,246
Amortization of deferred financing costs	236			236
Stock-based compensation	2,910			1,102
Employee future benefits	845			695
Future income tax expense	4,120			4,814
Accrued liabilities and other provisions	(33		)	(661		)
Other	(71		)	2
Changes in operating assets and liabilities:
Accounts receivable and other receivables	7,584			8,503
Prepaid expenses and other assets	1,768			50
Other assets	251			—
Accounts payable and accrued liabilities	(16,430		)	(11,895		)
Accrued restructuring	(611		)	(3,089		)
Employee future benefits	(2,612		)	(305		)
Asset retirement obligations	(265		)	29
Income taxes payable	1,135			709
Deferred revenue	(5,845		)	(15,493		)
Other	59			22
Net cash provided by operating activities	7,887			2,198
Cash flows from investing activities
Purchases of investments	—			(4,525		)
Sales of investments	—			31,025
Additions to property, plant and equipment	(1,088		)	(693		)
Disposals of property, plant and equipment	44			148
Change in restricted cash	4,588			(474		)
Net cash provided by investing activities	3,544			25,481
Cash flows from financing activities
Issue of common shares	2,860			1,459
Purchase of common shares	(4,796		)	—
Repayment of long-term debt	(106		)	(110		)
Net cash (used in)/provided by financing activities	(2,042		)	1,349
Effect of exchange rate changes on cash and cash equivalents	(5,507		)	984
Cash and cash equivalents
Net increase in cash and cash equivalents	3,882			30,012
Cash and cash equivalents - Beginning of period	188,242			86,050
Cash and cash equivalents - End of period	$	192,124		$	116,062

See accompanying notes

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Geac Computer Corporation Limited

Notes to the Consolidated Financial Statements

(Unaudited)

(amounts in thousands of U.S. dollars, except share and per share data unless otherwise noted)

1.Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in United States (“U.S.”) dollars and in accordance with Canadian generally accepted accounting principles (“GAAP”) for interim financial statements.  Accordingly, these unaudited consolidated financial statements do not include certain disclosures normally included in annual financial statements prepared in accordance with such principles.  These unaudited consolidated financial statements were prepared using the same accounting policies as outlined in note 2 to the annual financial statements for the year ended April 30, 2005, and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report for the year ended April 30, 2005.

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

2.Reclassification of investments

The Company has adjusted its consolidated statements of cash flows for the three months ended July 31, 2004.  In February 2005, the Company determined that its previously issued consolidated balance sheet as at April 30, 2004 required an adjustment to reclassify $26,500 of auction rate securities from cash and cash equivalents to short-term investments.  The auction rate securities were classified as cash and cash equivalents as a result of the Company’s intent to liquidate them within a 60-day period, however, the original maturities of the securities exceeded 90 days.  The adjustments to the Company’s consolidated balance sheet as at April 30, 2004 resulted in a decrease of cash and cash equivalents of $26,500 and an increase in short-term investments of $26,500.  In addition, adjustments to the Company’s consolidated statement of cash flows resulted in an increase of $26,500 in cash from investing activities for the three months ended July 31, 2004 as a result of net sales of the auction rate securities.  These reclassifications had no impact on the Company’s results of operations.

As of August 1, 2004 the Company no longer held any auction rate securities and ceased investing in these securities given that interest rates increased on traditional investment vehicles.

3.Goodwill

The change in the carrying amount of goodwill is as follows:

Goodwill balance, April 30, 2005	$		110,142
Foreign exchange impact	(1,197			)
Goodwill balance, July 31, 2005	$	108,945

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4.  Employee future benefits

The Company recorded employee future benefit expenses as follows for the three months ended July 31:

	2005		2004
Defined contribution pension plans	$	1,148	$	1,183
Defined benefit pension plans	238		225
	$	1,386	$	1,408

5.  Asset retirement obligations

The Company has obligations with respect to the retirement of leasehold improvements at maturity of facility leases and the restoration of facilities back to their original condition at the end of the lease term.

The following table details the changes in the Company’s leasehold retirement liability for the three months ended July 31, 2005:

Asset retirement obligations balance, April 30, 2005	$	1,678
Additions to the obligations	23
Accretion charges	24
Payments	(265		)
Amounts released due to settlements	(88		)
Foreign exchange impact	(101		)
Asset retirement obligations balance, July 31, 2005	$	1,271

6.  Net restructuring and other unusual items

The recovery in net restructuring and other unusual items was comprised of the following for the three months ended July 31:

	2005		2004
Unusual items	$	33	$	—
Restructuring reversals	—		653
Net restructuring and other unusual items	$	33	$	653

Unusual items

For the three months ended July 31, 2005, the Company recorded a credit to unusual items of $33 relating primarily to the reversal of a litigation reserve that is no longer required.

Restructuring expense

For the three months ended July 31, 2005, the net restructuring credit balance of $653 was comprised of a release related to previously accrued lease termination costs that were no longer required.

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Restructuring accrual

Activity related to the Company’s restructuring plans, business rationalization, and integration actions, was as follows:

	Premises restructuring			Workforce reductions			Total
April 30, 2005 provision balance	$	4,265		$	538		$	4,803
First quarter 2006 provision additions	—			248			248
First quarter 2006 costs charged against provisions	(648		)	(362		)	(1,010		)
First quarter 2006 provision release	—			(13		)	(13		)
First quarter 2006 foreign exchange impact	(38		)	(8		)	(46		)
July 31, 2005 provision balance	$	3,579		$	403		3,982
Less: Current portion							(2,824		)
Long-term portion of restructuring accrual							$	1,158

During the quarter ended July 31, 2005, the Company accrued $248 in severance related to the rationalization of the Company’s North American and European business locations.  Additionally, a severance accrual of $13 was released through operations to adjust the accrual to match the current estimates of the amounts required.

The remaining balance for accrued premises restructuring was $3,579 as at July 31, 2005.  Of this balance, the Company has a restructuring liability of approximately $229 related to the acquisition of Comshare.  This remaining balance relates to lease termination costs and will be utilized through the first quarter of fiscal 2008.  Additionally, a balance of $1,561 remains related to the acquisition of Extensity and is expected to be utilized through the second quarter of fiscal 2007.  The remaining balance relates to the rationalization of the Company’s North American and European business locations.  The Company anticipates that the remainder of the balance will be utilized through fiscal 2025.

As at July 31, 2005, a balance of approximately $403 is remaining for severance, of which the remainder will substantially be paid by the end of fiscal 2006 and will include severance relating to employees from the support and services, development and sales and marketing areas.

7.  Credit facility

On September 9, 2003 the Company and certain of its subsidiaries entered into a Loan, Guaranty and Security Agreement (the “Loan Agreement”) with Wells Fargo Foothill, Inc., pursuant to which the Company and certain of its subsidiaries obtained a three-year revolving credit facility (the “Facility”) with a $50,000 revolving line of credit, including a $5,000 letter of credit sub-facility.  The interest rate payable on advances under the Facility is, at the Company’s option, the prime rate plus 0.50% or LIBOR plus 3.00%.  The Facility is collateralized by substantially all of the assets of the Company and certain of its Canadian subsidiaries and guaranteed by certain of its Canadian, United Kingdom and Hungarian subsidiaries.  The Facility is available for the working capital needs and other general corporate purposes of the Company and its subsidiaries that are parties to the Loan Agreement.  As of July 31, 2005, $2,635 of the letter of credit sub-facility has been utilized, and the remaining $47,365 revolving line of credit is available and has not been drawn on.

The financing costs of $2,828 incurred to close the transaction were recorded as other assets in the second quarter of fiscal 2004 and are being amortized to interest expense on a straight-line basis over the term of the Facility.  Amortization related to these financing costs were $236 in the quarter ended July 31, 2005 (July 31, 2004 - $236).  As of July 31, 2005, the remaining unamortized financing costs were $1,042.

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On August 11, 2005, the Company terminated its Loan Agreement with Wells Fargo Foothill, Inc. and replaced the Facility with a new credit agreement.  (See subsequent events footnote.)  As a result, the remaining unamortized financing costs will be expensed in the second quarter of fiscal 2006.

8.Stock-based compensation

The Company uses the fair value method of accounting to account for all stock-based compensation payments to employees granted subsequent to May 1, 2003.    Prior to May 1, 2003, the Company accounted for its employee stock options and shares issued under the Employee Stock Purchase Plan (“ESPP”) using the settlement method and no compensation expense was recognized.

For awards granted during the year ended April 30, 2003, pro forma net earnings and earnings per share information is provided as if the Company had accounted for employee stock options under the fair value method.  The pro forma effect of awards granted and shares issued prior to May 1, 2002 has not been included in the pro forma net earnings and earnings per share information.

The pro forma disclosure relating to options granted during fiscal 2003 is as follows:

	Three months ended July 31,
	2005			2004
Net earnings – as reported	$	11,290		$	13,512
Pro forma stock-based compensation expense, net of tax	(71		)	(183		)
Net earnings – pro forma	$	11,219		$	13,329
Basic net earnings per share – as reported	$	0.13		$	0.16
Pro forma stock-based compensation expense per share	—			—
Basic net earnings per share – pro forma	$	0.13		$	0.16
Diluted net earnings per share – as reported	$	0.13		$	0.15
Pro forma stock-based compensation expense per share	—			—
Diluted net earnings per share – pro forma	$	0.13		$	0.15

The assumptions used to calculate pro forma stock-based compensation were as follows:

Assumptions – Stock Options

Weighted average risk-free interest rate	4.54		%
Weighted average expected life (in years)	6.6
Weighted average volatility in the market price of common shares	75.81		%
Weighted average dividend yield	0.00		%
Weighted average grant date fair values of options issued	$	2.09

For the quarters ended July 31, 2005 and 2004, the Company expensed $922 and $650 respectively, relating to the fair value of stock options granted in fiscal 2004 and 2005 and $103 (July 31, 2004 - $260) relating to the fair value of shares issued under the ESPP.  Contributed surplus was credited $1,025 for these awards for the quarter ended July 31, 2005 (July 31, 2004 – $910) and

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the balance will be reduced as the stock options are forfeited or exercised.  Contributed surplus was reduced by $243 and $260 for the quarters ended July 31, 2005 and 2004, respectively relating to shares issued under the ESPP.

The estimated fair values of the stock options and shares issued under the ESPP are amortized to earnings over the vesting period, on a straight-line basis and were determined using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three months ended July 31,
	2004
Assumptions – Stock Options
Weighted average risk-free interest rate	4.45		%
Weighted average expected life (in years)	7.0
Weighted average volatility in the market price of common shares	68.75		%
Weighted average dividend yield	0.00		%
Weighted average grant date fair values of options issued	$	4.68

No options were granted during the three months ended July 31, 2005.

	Three months ended July 31,
	2005			2004
Assumptions – ESPP
Weighted average risk-free annual interest rate	2.83		%	2.21		%
Weighted average expected life (in months)	6			6
Weighted average volatility in the market price of common shares	20.74		%	37.44		%
Weighted average dividend yield	0.00		%	0.00		%
Weighted average grant date fair values of awards or shares issued	$	2.57		$	2.69

Directors’ deferred share unit plan

The Company also maintains a Directors’ deferred share unit plan (“DSU”).  Under the plan, the Human Resources and Compensation Committee of the Board, or its designee, may grant deferred share units to members of the Company’s Board of Directors relating to compensation for the services rendered to the Company as a member of the Board.  As determined by the Company, units issued under the plan may be payable in cash or common stock.  For the quarter ended July 31, 2005, the Company expensed $126 (July 31, 2004 -$192) through general and administrative expense relating to the revaluation of the DSUs.  Accrued liabilities were also credited $126 for these awards, and are adjusted each quarter based on the market value of the units which have vested under the plan.

Restricted share unit plan

In September 2004, the Board of Directors authorized a restricted share unit (RSU) plan.  Under the RSU plan, the Human Resources and Compensation Committee of the Board, or its designee, may grant restricted share units to employees of the Company as a bonus or similar payment in respect of services rendered to the Company.  Units issued under the RSU are currently subject to vesting conditions as follows; 20% vest one year subsequent to the grant date, 30% vest two years subsequent to the grant date, and 50% vest three years subsequent to the grant date.  Each vested restricted share unit gives the employee the right to receive one share of the Company’s common stock.  No additional RSUs were granted during the quarter ended July 31, 2005.  As at July 31, 2005, 1,332,250 units were outstanding under the RSU plan.

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The common shares for which restricted share units may be exchanged may be purchased on the open market by a trustee appointed and funded by the Company.  As no common shares will be issued by the Company pursuant to the plan, the plan is non-dilutive to existing shareholders.  As at April 30, 2005, the Trust had purchased 816,598 common shares on the open market.  During the quarter ended July 31, 2005, the Trust purchased an additional 573,514 common shares on the open market for $4,796.  Compensation expense related to the Company’s restricted share unit plan was $1,759 for the quarter ended July 31, 2005.  As of May 5, 2005, all of the remaining common shares required for issuance under the RSU plan were funded through open market purchases of the Company’s shares and are held in trust for the benefit of the RSU plan participants.

9.Commitments and contingencies

Customer indemnifications

The Company has entered into license agreements with customers that include limited intellectual property indemnification clauses.  The Company generally agrees to indemnify its customers against legal claims that its software products infringe certain third-party intellectual property rights.  In the event of such a claim, the Company is generally obligated to defend its customer against the claim and either to settle the claim at the Company’s expense or pay damages that the customer is legally required to pay to the third-party claimant.  The Company has not made any significant indemnification payments and has not accrued any amounts in relation to these indemnification clauses.

Litigation

During the quarter ended July 31, 2005, the Company recovered $4,000 of litigation expenses that had been incurred in connection with JBA matters in prior years from a previous Errors & Omissions insurance provider.  The amount was recorded in general and administrative expense in the consolidated statement of earnings for the quarter.

Activity related to the Company’s legal accruals was as follows for the quarter ended July 31, 2005:

April 30, 2005 provision balance	$	96
First quarter 2006 foreign exchange impact	(8		)
July 31, 2005 provision balance	$	88

Extensity, a company acquired by Geac in March 2003, is subject to a class action suit, which alleges that Extensity, certain of its former officers and directors, and the underwriters of its initial public offering in January 2000 violated U.S. securities laws by not adequately disclosing the compensation paid to such underwriters.  The class action suit has been consolidated with a number of similar class action suits brought against other issuers and underwriters involved in initial public offerings.  The plaintiffs seek an unspecified amount of damages.  The plaintiffs and issuer parties have entered into a settlement agreement to settle all claims, which will be funded by the issuers’ insurers.  On February 15, 2005, the Court issued an opinion granting preliminary approval of the settlement.

In addition, from time to time, Geac is subject to other legal proceedings, assessments and claims in the ordinary course of business.  At this time, in the opinion of management, none of these matters is reasonably expected to result in a material adverse effect on Geac’s financial position.

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10.Segmented information

The Company reports segmented information according to CICA 1701, “Segment Disclosures.”  This standard requires segmentation based on the way management organizes segments for monitoring performance.

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) offer 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 applications for the real estate, construction, banking, hospitality and publishing 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.

	Three months ended July 31, 2005
	EAS		ISA		Total
Revenue:
Software	$	11,117	$	1,892	$	13,009
Support and services	67,547		19,384		86,931
Hardware	3,341		441		3,782
Total revenue	$	82,005	$	21,717	$	103,722
Segment contribution	$	15,617	$	1,103	$	16,720

	Three months ended July 31, 2004
	EAS		ISA		Total
Revenue:
Software	$	13,308	$	2,187	$	15,495
Support and services	69,696		19,774		89,470
Hardware	1,436		467		1,903
Total revenue	$	84,440	$	22,428	$	106,868
Segment contribution	$	22,923	$	3,201	$	26,124

For the quarter ended July 31, 2004, approximately $1,987 of general and administrative expenses have been reclassified from corporate expenses to segment expenses to provide a more accurate portrayal of segment contribution.

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Reconciliation of segment contribution to earnings from operations before income taxes:

	Three months ended July 31,
	2005			2004
Segment contribution	$	16,720		$	26,124
Corporate expenses	1,543			(3,959		)
Amortization of intangible assets	(2,294		)	(2,246		)
Interest income, net	1,173			113
Other income (expense), net	605			(502		)
Net restructuring and other unusual items	33			653
Earnings from operations before income taxes	$	17,780		$	20,183

Geographical information:

	Three months ended July 31,
	2005		2004
Revenues by geographic location:
Americas	$	53,336	$		54,894
Europe	42,694		43,629
Asia	7,692		8,345
Total revenues	$	103,722	$	106,868

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11.  United States generally accepted accounting principles

The consolidated financial statements of the Company have been prepared in accordance with Canadian GAAP; however the Company’s accounting policies, as reflected in these consolidated financial statements, do not materially differ from U.S. GAAP except as follows:

	Three months ended July 31,
	2005			2004
Net earnings under Canadian GAAP	$	11,290		$	13,512
Adjustments:
Stock-based compensation (a)	—			(12		)
Write-off of intellectual property capitalized in connection with the Comshare acquisition (b)	75			75
Income taxes (c)	(30		)	(30		)
Other	15			—
Net earnings under U.S. GAAP	11,350			13,545
Other comprehensive income (loss):
Foreign currency translation adjustment	(3,343		)	477
Comprehensive income under U.S. GAAP	$	8,007		$	14,022
Net earnings per share under U.S. GAAP:
Basic net earnings per common share	$	0.13		$	0.16
Diluted net earnings per common share	$	0.13		$	0.15
Weighted average number of common shares used in computing basic net earnings per share (‘000s)	85,110			85,189
Weighted average number of common shares used in computing diluted net earnings per share (‘000s)	89,132			87,554

a)Stock-based compensation

Accounting for stock options

In fiscal 2004, the Company prospectively adopted the new Canadian GAAP recommendations, which require that a fair value method of accounting be applied to all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003.  The Canadian GAAP recommendations are substantially harmonized with the existing U.S. GAAP rules, which have also been adopted by the Company prospectively for all awards granted on or after May 1, 2003. Therefore, there is no GAAP difference for stock-based compensation and awards granted in fiscal 2004 and thereafter.

In fiscal 2003 and prior periods, the Company did not expense any compensation cost under Canadian GAAP.  For U.S. GAAP, the Company elected to measure compensation cost based on the difference, if any, on the date of the grant, between the market value of the shares and the exercise price (referred to as the “intrinsic value method”) over the vesting period.

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Pro forma disclosures

For awards granted prior to May 1, 2003, U.S. GAAP requires the disclosure of pro forma net earnings and earnings per share information for all outstanding awards as if the Company had accounted for employee stock options under the fair value method.

The following table presents net earnings and earnings per share information following U.S. GAAP for purposes of pro forma disclosures:

	Three months ended July 31,
	2005			2004
Net earnings under U.S. GAAP – as reported above	$	11,350		$	13,545
Pro forma stock-based compensation expense, net of tax	(242		)	(352		)
Net earnings – pro forma	$	11,108		$	13,193
Basic net earnings per share under U.S. GAAP – as reported above	$	0.13		$	0.16
Pro forma stock-based compensation expense per share	—			(0.01		)
Basic net earnings per share – pro forma	$	0.13		$	0.15
Diluted net earnings per share under U.S. GAAP – as reported above	$	0.13		$	0.15
Pro forma stock-based compensation expense per share	—			(0.01		)
Diluted net earnings per share – pro forma	$	0.13		$	0.14

The fair values of awards granted were estimated using the Black-Scholes option-pricing model.  The Black-Scholes model was developed to estimate the fair value of traded options and awards, which have no vesting restrictions, and are fully transferable.  The Black-Scholes model requires the input of highly subjective assumptions including the expected stock price volatility and expected time until exercise.  Because the Company’s employee stock options and stock awards have characteristics significantly different from those of traded options and awards, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, existing models, including the Black-Scholes model, do not necessarily provide a reliable single measure of the fair value of its employee stock options and stock awards.

b)      Intangible assets

In-process research and development

In connection with the acquisition of Comshare, in-process research and development was acquired and capitalized under Canadian GAAP.  Under U.S. GAAP, such in-process research and development is charged to expense at the acquisition date.  As a result, under U.S. GAAP, the carrying value of the Company’s intangible assets on the consolidated balance sheet would be $20,348 (April 30, 2005 - $22,833) and the value of the Company’s long-term future income tax assets would be $30,430 (April 30, 2004 - $34,961).

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Goodwill

Although the new Canadian GAAP section for Income Taxes is substantially harmonized with U.S. GAAP, it was applied retroactively and goodwill was not adjusted, resulting in differing carrying values of goodwill under Canadian and U.S. GAAP.  Under U.S. GAAP, the carrying value of goodwill on the consolidated balance sheet would be $91,760 (April 30, 2005 - $92,835).

c)Income taxes

Included in “Income taxes” is the tax effect of the adjustment related to in-process research and development.

12.  Recent accounting pronouncements

Canadian GAAP

Financial Instruments, Comprehensive Income, Hedges

On January 27, 2005, the Accounting Standards Board issued Canadian Institute of Chartered Accountants (“CICA”) handbook section 1530 Comprehensive Income (“Section 1530”), handbook Section 3855 Financial Instruments – Recognition and Measurement (“Section 3855”) and handbook section 3865 Hedges (“Section 3865”).  Section 3855 expands on CICA handbook section 3860 Financial Instruments- Disclosure and Presentation by prescribing when a financial instrument is to be recognized on the balance sheet and at what amount.  It also specifies how instrument gains and losses are to be presented.  Section 3865, Hedges, is optional.  It provides alternative treatments to Section 3855 for entities that choose to designate qualifying transactions as hedges for accounting purposes and specifies how hedge accounting is applied and what disclosures are necessary when it is applied.  Section 1530 introduced a new requirement to temporarily present certain gains and losses outside net income in a new component of shareholders’ equity entitled Comprehensive Income.  These standards are substantially harmonized with U.S. GAAP and are effective for the Company beginning May 1, 2007.  The Company is currently evaluating the impact of these standards on its consolidated financial position, results of operations and cash flows.

U.S. GAAP

Share-Based Payment

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged.  In April 2005, the Securities and Exchange Commission (the “SEC”) postponed the effective date of SFAS 123R until the issuer’s first fiscal year beginning after June 15, 2005. Under the current rules, the Company will be required to adopt SFAS 123R in the first quarter of fiscal 2007, beginning May 1, 2006.  The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition.

The Company adopted the fair value method of accounting for all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003.  All stock-based compensation related to awards granted prior to April 30, 2003 is included in the pro forma disclosures above.  Under SFAS 123R, the Company must utilize one of the transition methods required by the standard to record the fair value of stock-based compensation related to these awards.  The transition methods include prospective and retroactive adoption options.  Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented.  The prospective method requires that compensation

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expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of SFAS 123R and the valuation of share-based payments for public companies.  The Company is evaluating the requirements of SFAS 123R and SAB 107 and expects that the adoption of SFAS 123R on May 1, 2006 will not have a material impact on its consolidated results of operations and earnings per share.  The Company has not yet determined the method of adoption or the effect of adopting SFAS 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

Exchanges of Non-monetary Assets

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets—An Amendment of Accounting Principles Board Opinion No. 29, Accounting for Non-monetary Transactions” (“SFAS 153”). SFAS 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, “Accounting for Non-monetary Transactions,” and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153 specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for fiscal periods beginning after June 15, 2005 and is required to be adopted by the Company in the second quarter of fiscal 2006, beginning on August 1, 2005.  The Company does not believe adoption of Statement 153 will have a material effect on its consolidated financial position, results of operations or cash flows.

13.  Subsequent events

On August 11, 2005 the Company and certain of its subsidiaries entered into a Credit Agreement (the “Credit Agreement”) with a banking syndicate led by Bank of America, N.A., pursuant to which the Company and certain of its subsidiaries obtained a

five-year, $150 million revolving credit facility (the “Facility”).  The interest rate payable under the Facility is based on ranges between prime plus 25 and 75 basis points, and the LIBOR based rate ranges between LIBOR plus 125 and 175 basis points.  The fee paid on the unused portion of the new credit facility will range between 30 and 45 basis points.

The new Facility replaces the Company’s existing $50 million, fully-secured credit facility with Wells Fargo Foothill due to expire on September 9, 2006.   The new Facility is secured only by the stock of certain of the Company’s material subsidiaries and is available for working capital needs, acquisitions, and other general corporate purposes of the Company.

On August 18, 2005, the Company announced acceptance by the Toronto Stock Exchange (the “TSX”) of its Notice of Intention to make a Normal Course Issuer Bid (the “NCIB”).  The 12-month NCIB bid period, during which the Company may repurchase certain of its common shares on the TSX, commenced on August 20, 2005 and will expire on August 21, 2006.   The Company is under no obligation to purchase any of its shares in connection with the NCIB.   However, if the Company deems it advisable and subject to certain restrictions and compliance with the rules and policies of the TSX, it may purchase (and subsequently cancel) up to an aggregate maximum of 8,467,838 of its outstanding common shares pursuant to the NCIB.

14.  Comparative figures

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

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EX-99.2

Exhibit 99.2

Management’s Discussion and Analysis

The following management’s discussion and analysis of results of operations and financial position (“MD&A”) prepared as of September 1, 2005 should be read in conjunction with our unaudited consolidated financial statements and notes as at and for the quarter ended July 31, 2005 (“the first quarter of FY 2006”) and the audited consolidated financial statements and notes as at and for the fiscal year ended April 30, 2005.  The MD&A was prepared in accordance with the disclosure requirements of National Instrument 51-102 of the Canadian Securities Administrators (“NI 51-102”) for MD&A.  This MD&A, and other reports, statements and communications to shareholders and others, as well as oral statements made by our directors, officers or agents, may contain forward-looking statements, including statements regarding the future success of our business and technology strategies, future market opportunities and future financial performance or results. These forward-looking statements are neither promises nor guarantees, but rather are subject to a number of risks and uncertainties, each of which could cause actual results to differ materially from those described in the forward-looking statements.  Some of the risks and uncertainties that may cause such variation are discussed below.  You should not place undue reliance on any such forward-looking statements, which are current only as of the date when made.  You should not expect that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise more frequently than as may be required in connection with the release of our quarterly reporting of financial results.

Our consolidated financial statements (and all financial data that has been derived therefrom and included in this MD&A) are prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”).  Note 11 to our consolidated financial statements as at and for the quarter ended for July 31, 2005 sets out the significant differences between accounting principles generally accepted in the United States (“U.S. GAAP”) and Canadian GAAP that would affect our consolidated financial statements.  As used in this discussion and unless the context otherwise requires or unless otherwise indicated, all references to “Geac”, “we”, “our”, “us”, “the Company” or similar expressions refer to Geac Computer Corporation Limited and its consolidated subsidiaries.  All dollar amounts herein are expressed in U.S. dollars unless otherwise noted, and references to “FY” are references to our fiscal year end on April 30 of each year.

This MD&A, the related unaudited consolidated financial statements and additional information about Geac can be viewed on the Company’s website at www.geac.com and through the SEDAR website at www.sedar.com and the United States Securities and Exchange Commission (“SEC”) website at www.sec.gov.

Geac’s common shares trade on the Toronto Stock Exchange under the symbol “GAC” and on the NASDAQ National Market under the symbol “GEAC”.  Geac had 86,849,621 common shares issued and outstanding on September 1, 2005.

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Overview

We are a leading global provider of software and services for businesses and governmental bodies, providing our customers with financial and operational technology solutions to optimize their “financial value chain” (“FVC”).  Industry analysts describe the FVC as the fiscal view of everything that happens in an organization between the time money flows in and the time money flows back out.  The concept implies a holistic approach to the management of a company’s finances, which allows management to measure performance and share information to improve dynamic decision making.  The FVC is typically broken down into three elements, each of which our products address: transactions, including accounting, supply chain and payroll; processes, including time and expense management and compliance; and measurement, including budgeting, planning, forecasting and strategy.  Although we view the chief financial officer as our principal customer (because he or she is responsible for the entity’s finances), we sell to others in an organization, including the CIO, who are responsible for one or more of the elements of the FVC.

Our software solutions include cross-industry enterprise application systems (“EAS”) that address our customers’ transactional activities and business processes and monitor, measure and manage their businesses’ performance.  These offerings include financial administration and human resources functions, expense management, time capture, compliance, budgeting, forecasting, financial consolidation, management reporting and analysis, and enterprise resource planning (“ERP”) applications.  We also provide industry-specific applications (“ISA”) for the local government, library, real estate, construction, property management, restaurants and public safety marketplaces, including integrated EAS products for certain of these vertical markets.  We are pursuing a strategy of market leadership in the business performance management (“BPM”) marketplace by offering a growing suite of BPM applications that allows customers to use their transactional data by undertaking analysis and creating reports that enable more informed decision-making at the operational and executive levels.  By integrating our BPM products with various ERP applications, including several of our own ERP solutions, customers are able to use the information generated by such systems to manage their forecast and budget, monitor key success factors, and improve their operating performance.

In addition to the sale of software applications, we provide a broad range of professional services related to our software, including application hosting, consulting, implementation, and training.

We provide our software and services to approximately 18,500 customers worldwide, including many of the largest companies in the world. These companies and governmental bodies rely on our software applications for various aspects of their financial analysis and transactional and operational processing.  Geac is headquartered in Southborough, Massachusetts, with the registered office in Markham, Ontario and employs approximately 2,100 people globally, with approximately 17% in sales and

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marketing, 47% in support and services, 21% in product development and 15% in general and administrative positions.

Economic and Market Environment

Our business activity continues to be affected by the following general industry trends identified by our observations of competitive activities in the software marketplace, customer feedback and reports from industry analysts:

Industry Consolidation – We believe the software industry in general continues to consolidate and that the ERP sector in particular is a mature marketplace in many regions throughout the world.  This consolidation has resulted in an environment in which we often compete with large, independent software vendors that offer diversified products and exert significant pricing pressure.  To maintain and to improve our competitive position within the industry, we believe we must continue to develop and to introduce, in a timely and cost-effective manner, new products, product features and services, and to acquire or partner with businesses having offerings that expand and complement our own.

Integrated Business Solutions – We believe that customers desire integrated, end-to-end solutions that enable financial management of business processes throughout an organization and that enable them to concentrate their IT budgets on fewer providers.  One of our strategic objectives is to continue to integrate our product offerings and to continue to transform Geac into a software company focused on optimizing the efficiency of each customer’s processes relating to its financial operations.

Return on Investment (“ROI”) – We strive to offer products and services that help our customers to improve the performance of their businesses by utilizing their existing ERP systems, thereby avoiding the high costs and significant disruption of replacing those systems.  Businesses continue to face the economic challenges of managing expenses while growing revenue, but they must also minimize exposure to liability and ensure compliance with increasingly complex regulatory and reporting regimes, including the Sarbanes-Oxley Act of 2002, which increase the cost of operating a successful public company.  Our experience indicates that central to a customer’s purchasing decision is whether implementing a technology solution will meet the current business requirements, including regulatory compliance, while generating a prescribed payback.

Geac Growth Strategy - IncreasingSoftware License Revenue

Our ability to produce new software license revenue from existing and new customers, particularly in growth markets like BPM, has played and will continue to play an important role in our growth strategy.  New software license revenue is critical to our growth as it generates professional services revenue and ongoing support revenue.  We believe that by continuing to “Build, Buy and Partner” to execute this strategy we may increase software license revenue growth and decrease support revenue attrition.  As

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part of this effort, we continue to remain largely dependent on acquisitions to generate significant overall growth in revenue.

Build:  Organic Growth

We have identified the following key business drivers to facilitate organic growth:

Geac Performance Management –Geac Performance Management (“GPM”) is our integrated product suite that enables companies, whether users of our ERP systems or those of other providers, to manage data efficiently, accurately and on a timely basis to allow such data to be used effectively in making operational decisions.  GPM currently consists of GPM Decision, a business intelligence tool; GPM Budgeting; GPM Compliance; GPM Expense Management; GPM Forecasting; GPM Financial Consolidation; GPM Process Management; and GPM Strategy Management.  GPM’s more sophisticated features allow companies to tighten the link between business strategy formulation and operational execution by measuring progress and tracking results.  This “umbrella strategy” has allowed customers to use our GPM products to retrieve transactional data generated by their ERP applications and to use the results to make informed decisions.

Product Expansion –We continue to develop new products and services and enhance our existing products and services as a means of increasing the depth and breadth of our product offerings.  In the first quarter of FY 2006, we released various products including AMSI ePortfolio 2.0, and MLXchange 2.0.  Overall sales of new products that were internally developed in FY 2005 contributed approximately 27% of our software license revenue for the first quarter of FY 2006, an increase from 24% in the fourth quarter of FY 2005.

Support Revenue –Support revenue represented approximately 61.1% of our total revenue in the first quarter of FY 2006.  Support revenue derived from mature products typically experience a higher attrition rate than support revenue derived from newer products where customers anticipate the release of significantly upgraded versions of such products with regular frequency.  The rate of support revenue attrition accelerates when customers believe that inadequate development is being performed on products they have licensed.  In the first quarter of FY 2006 total support revenue declined $1.4 million, or 2.2%, compared to the first quarter of FY 2005.  We continue successfully to maintain the rate of support revenue attrition of our legacy businesses at less than 10% (excluding the effect of foreign currency exchange rates).  We expect that support revenue will continue to decline as customers elect not to renew maintenance contracts.

Revenue generated by the GPM product suite, as currently configured, represented approximately 15% of our total revenue in the first quarter of FY 2006, and even moderate growth in that revenue stream likely will be insufficient to offset fully the declining support revenue from our EAS businesses.

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Buy:  Growth Through Acquisitions

Given the relative sizes of the existing components of our business, we continue to expect that meaningful revenue growth will be dependent on acquisitions.  We believe that if we successfully execute our growth strategy this dependency could diminish over time when the organic growth of a larger software license revenue stream outpaces the loss of revenue due to maintenance attrition and our planned reduction in hardware sales.  We continue to pursue technologies and companies having complementary products that could drive growth through expansion of our client base or extensions of our product suite.  Generally, we target acquisitions that, if successfully executed, could enhance our integrated offerings, and could be consolidated into and create synergies with, our existing businesses.  This includes acquisitions targeted at expanding our GPM business to enable increased sales to existing and to net new customers, as well as acquisitions of other ERP vendors to expand the scope of our customer base and to allow us to enter into new markets.  Many recent acquisitions in the software industry have occurred at valuations with multiples exceeding two times revenue, making it challenging for Geac to find acquisitions that are both strategic, accretive and provide our required cash payback.  While we remain focused on acquisition activities, we continue to make investments in research and development, and we continue to see returns on these investments as evidenced by the continued software license revenue related to new products developed.

Partner:  Strengthening Relationships

We believe that we need to increase significantly the breadth and depth of our partner relationships worldwide in order to be successful in executing our growth strategy.  We continue to evaluate opportunities with various partners for distribution of our products worldwide and the associated implementation opportunities.

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Results of Operations

Three Months Ended July 31, 2005 compared to the Three Months Ended July 31, 2004

(all dollar figures in tables are presented in thousands of U.S. dollars)

	Three months ended July 31
	2005			2004
Total revenue	$	103,722		$	106,868
Total cost of revenue	39,838			37,471
Gross profit	63,884			69,397
Operating expenses	47,882			48,825
Earnings from operations	16,002			20,572
Net earnings	11,290			13,512
Gross profit margin	61.6		%	64.9		%
Earnings from operations margin	15.4		%	19.2		%
Diluted net earnings per common share	0.13			0.15

Our revenue fluctuates significantly from quarter to quarter, and our first quarter historically has been the weakest quarter of our fiscal year for total revenue.  Total revenue for the first quarter of FY 2006 was $103.7 million, a decline of 2.9%, or $3.1 million, compared to $106.9 million in the first quarter of FY 2005.  The decline was attributable principally to reductions in software and support and services revenue, reduced by an increase in hardware revenue.  Our largest operating expense is our labour costs, which are relatively fixed and therefore the seasonality of our revenue has an adverse effect on our gross profit and earnings from operations.  Gross profit margin decreased from 64.9% in the first quarter of FY 2005 to 61.6% in the first quarter of FY 2006.  Operating expenses were relatively flat year over year, although they increased as a percentage of revenue from 45.7% in the first quarter of FY 2005 to 46.2% in the first quarter of FY 2006.  We also experienced a slight increase in our year over year tax rate, from 33.1% in the first quarter of FY 2005 to 36.5% in the first quarter of FY 2006.  Consistent with prior years, our tax rate in the first quarter of the fiscal year is not necessarily representative of our annual tax rate.

We increased our cash and cash equivalents to $192.1 million at July 31, 2005, from $188.2 million at April 30, 2005.  We also increased our net cash provided by operating activities, from $2.2 million for the first quarter of FY 2005, to $7.9 million for the first quarter of FY 2006.  Our overall focus continues to be on growing our software license revenue through increased sales of internally developed and acquired software products, while managing such growth profitably through the exercise of fiscal discipline.

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Revenue

					Percentage of total revenue
	Three months ended July 31				Three months ended July 31
	2005		2004		2005		2004
Software	$	13,009	$	15,495	12.6	%	14.5	%
Support and services	86,931		89,470		83.8	%	83.7	%
Hardware	3,782		1,903		3.6	%	1.8	%
Total Revenue	$	103,722	$	106,868	100.0	%	100.0	%

Total revenue for the first quarter of FY 2006 was $103.7 million, compared to $106.9 million in the first quarter of FY 2005.  This decline in revenue was attributable to a reduction in software license revenue of 16.0%, or $2.5 million, a decline in support revenue of 2.2%, or $1.4 million, and a decline in services revenue of 4.6%, or $1.1 million.  These declines were partially offset by an increase in hardware revenue of 98.7%, or $1.9 million.  As a percentage of total revenue, software license revenue declined to 12.6% for the first quarter of FY 2006, compared to 14.5% in the first quarter of FY 2005.  However license revenue appears to have been adversely influenced by a spillover into August.  August, traditionally our slowest month, saw a material increase of 61.9% in new software license revenue compared to August of FY 2005.  As the software industry continues to consolidate, we experience competitive bidding situations in substantially all of our sales opportunities. The decline in support revenue was attributable to the continued support revenue attrition of our legacy businesses.  In the first quarter of FY 2006, services revenue increased in the majority of our EAS businesses, but the overall decline was predominantly due to a number of large implementation projects for System21 that were completed in FY 2005 and not repeated in Q1 FY 2006, and fewer professional services projects in the first quarter of FY 2006 for our local government business.  We continue to de-emphasize hardware revenue, but in the first quarter of FY 2006 one of our businesses had an increase in hardware revenue, resulting principally from a hardware sale of approximately $1.9 million to accommodate an ongoing customer relationship, which accounted for most of the overall increase in the quarter.

The following table includes the year-over-year percentage change in revenue by geographic region showing the change attributable to revenue using the same currency exchange rates for both fiscal years (constant dollars) and the change attributable to fluctuations in the value of the U.S. dollar for the first quarter of FY 2006 compared to the first quarter of FY 2005:

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	Revenue
	Q1 FY 2006 over Q1 FY 2005
	Constant Dollars		Foreign Exchange		Net Change
Americas	-3.3	%	0.5	%	-2.8	%
Europe	-4.0	%	1.9	%	-2.1	%
Asia Pacific	-14.7	%	6.9	%	-7.8	%
Total	-4.5	%	1.6	%	-2.9	%

Our total revenue of $103.7 million in the first quarter of FY 2006 declined by $4.8 million, or 4.5%, compared to the first quarter of FY 2005, applying the same currency exchange rates for both fiscal years.  However, this decline was offset by the positive impact of foreign exchange fluctuations of $1.6 million, or 1.6%, arising predominantly from our European and Asia Pacific operations.

Revenue - Segmented

	Three months ended						$ Change Three months ended			% Change Three months ended
	July 31						July 31			July 31
	2005			2004			2004 to 2005			2004 to 2005
EAS
Software	$		11,117	$	13,308		$	(2,191	)	(16.5	)%
Support and services	67,547			69,696			(2,149		)	(3.1	)%
Hardware	3,341			1,436			1,905			132.6	%
Total Revenue	$		82,005	$	84,440		$	(2,435	)	(2.9	)%
ISA
Software	$		1,892	$	2,187		$	(295	)	(13.5	)%
Support and services	19,384			19,774			(390		)	(2.0	)%
Hardware	441			467			(26		)	(5.5	)%
Total Revenue	$		21,717	$	22,428		$	(711	)	(3.2	)%
Total Revenue	$	103,722		$		106,868	$	(3,146	)	(2.9	)%

EAS Segment:

In the first quarter of FY 2006, we experienced software license revenue growth in each of our RunTime, System21, and Anael businesses compared to the first quarter of FY 2005, despite an overall decline in total software license revenue.  This growth was in part attributable to the continued investment in the development of new products and

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product enhancements in FY 2005 which will continue in FY 2006.  In the first quarter of FY 2006, software revenue from new products and product enhancements accounted for approximately 27% of our total EAS software license revenue.

Support revenue declined by 4.4%, or $2.1 million, to $46.0 million in the first quarter of FY 2006, from $48.1 million in the first quarter of FY 2005.  We continued to experience single-digit support revenue attrition in our EAS business as we did throughout FY 2005.  In the first quarter of FY 2006, services revenue was relatively flat compared to the first quarter of FY 2005.  This resulted from slight increase in the services revenue of many of our EAS businesses, offset by a $1.0 million decline in services revenue in our System21 business.  Hardware revenue increased by $1.9 million as a result of a large System21 hardware sale.

EAS - Revenue Indicators

	Three months ended
	July 31,		July 31,
	2005		2004
	$’s in $000’s
Total EAS transactions	315		342
Transactions greater than $150,000	19		21
Average transaction size greater than $150,000	$	284	$	257

The decline in EAS software license revenue in the first quarter of FY 2006 compared to the first quarter of FY 2005 was due in part to the reduction in the total number of transactions and the number of contracts greater than $150,000 in the first quarter of FY 2006, compared to the first quarter of FY 2005.  We did however, experience an improvement in the EAS segment in the average size of transactions over $150,000, which increased from approximately $257,000 in the first quarter of FY 2005 to approximately $284,000 in the first quarter of FY 2006.  Of the customer contracts entered into in the first quarter of FY 2006, there was one contract greater than $500,000.  Although we have had success in recent quarters improving these revenue indicators, we recognize the unevenness of our quarterly software license revenue and the challenge of consummating multiple large transactions in this competitive environment.

ISA Segment:

Revenue in the ISA segment declined 3.2%, or $0.7 million, to $21.7 million in the first quarter of FY 2006, compared to $22.4 million in the first quarter of FY 2005.  This $0.7 million decline was primarily attributable to a $0.6 million decline in local government revenue and declines of $0.2 million in each of Commercial Systems and Libraries revenue.  This was offset by an increase in support revenue in our Interealty business due to increases in monthly agent counts.

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Gross Profit

	Three months ended July 31
	2005		2004
Gross profit on software revenue	84.8	%	89.2	%
Gross profit on support and services	60.4	%	61.7	%
Gross profit on hardware revenue	8.1	%	19.3	%
Gross profit on total revenue	61.6	%	64.9	%

Gross profit on total revenue decreased by $5.5 million, from $69.4 million in the first quarter of FY 2005 to $63.9 million in the first quarter of FY 2006.  This decline resulted primarily from the decline in total revenue. The decline in software license revenue margin was attributable in part to an increase in lower margin, third-party product sales in certain of our EMEA businesses.  Gross profit margins also decreased in support and services.  This decrease was attributable in part to the delivery of services by third-party implementation partners.  However, enhancing our partner relationships for distribution of our products worldwide and the associated implementation opportunities is one of our key business drivers. By integrating our partners into our selling opportunities, we hope to increase software license and support revenue in the future.  In the first quarter of FY 2006, we continued to experience significant pricing pressure on our pass-through hardware costs.  This reinforces our decision to de-emphasize hardware sales except in sales where it is an accommodation for our customers in a software applications sale.

As we indicated in previous quarters, gross profit is influenced by variables outside of management’s control, and we remain uncertain as to whether we can achieve the gross profit level of FY 2005.

Operating Expenses

Overall operating expenses of $47.9 million in the first quarter of FY 2006 increased by $0.9 million from the first quarter of FY 2005.  As a percentage of total revenue, operating expenses increased from 45.7% in the first quarter of FY 2005 to 46.2% in the first quarter of FY 2006.  Although our operating expenses for the quarter were similar to those incurred in the first quarter of FY 2005, this was achieved as a result of a one-time $4.0 million recovery of past litigation expenses from an insurance carrier.  Excluding this settlement, increases in stock-based compensation resulting from grants issued under our restricted share unit (“RSU”) plan,  which we adopted in the fourth quarter of FY 2005, increased our operating expenses, as did increases in our costs associated with complying with corporate governance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002 (“SOXA  404”).

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							$ Change Three months			% Change Three months
	Three months ended						ended			ended
	July 31						July 31			July 31
	2005			2004			2004 to 2005			2004 to 2005
Sales and marketing	$	19,641		$	18,534		$	1,107		6.0	%
Research and development	14,879			14,393			486			3.4	%
General and administrative	11,101			14,305			(3,204		)	(22.4	)%
Net restructuring and other unusual items	(33		)	(653		)	620			(94.9	)%
Amortization of intangible assets	2,294			2,246			48			2.1	%
	$	47,882		$	48,825		$	(943	)	(1.9	)%

Sales and Marketing -Sales and marketing expenses increased $1.1 million, or 6.0%, in the first quarter of FY 2006 compared to the first quarter of FY 2005.  However, sales and marketing expenses were $2.1 million less than they were for the fourth quarter of FY2005 as lower commissions were paid on lower software license revenue.  As a percentage of total revenue, sales and marketing expenses increased from 17.3% in the first quarter of FY 2005 to 18.9% in the first quarter of FY 2006.  The increase in sales and marketing expenses over the first quarter of FY2005 was, in part, due to personnel costs relating to changes in our sales personnel, an increase in stock-based compensation expense related to the granting of RSUs in the fourth quarter of FY 2005, and an increase in our investment in the training and education of our sales and marketing personnel.  Sales and marketing expenses may increase in the future as a percentage of total revenue as we continue to focus on growing new software license revenue.

Research and Development -Product development expenses increased $0.5 million, or 3.4%, in the first quarter of FY 2006 compared to the first quarter of FY 2005.  As a percentage of total revenue, product development expenses increased from 13.5% in the first quarter of FY 2005 to 14.3% in the first quarter of FY 2006.  The increase was mainly attributable to overall investment in certain targeted products and an increase in stock-based compensation expenses related to the granting of RSUs in the fourth quarter of FY 2005.  Overall, the number of development personnel declined in the first quarter of FY 2006, and we also redistributed resources among our various businesses so as to better align our resources with areas of anticipated product revenue growth.  In the future, we expect our research and development expense to increase as we continue to invest in internal product development to further enhance and integrate our suite of products.

We currently do not have any capitalized software development costs.  Software development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization.  Software development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred.  Capitalized costs would be amortized over the estimated benefit period of the software developed.  No costs were deferred in the first quarter of FY 2006

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as most projects did not meet the criteria for deferral and, for those projects that met these criteria, the period between achieving technological feasibility and the completion of software development was minimal, and the associated costs immaterial.

General and Administrative -General and administrative expenses decreased by $3.2 million, or 22.4%, in the first quarter of FY 2006 compared to the first quarter of FY 2005.  As a percentage of total revenue, general and administrative expenses decreased from 13.4% in the first quarter of FY 2005 to 10.7% in the first quarter of FY 2006.  Contributing significantly to the lower general and administrative expenses in the quarter was a $4.0 million settlement with an insurance carrier.  We incurred approximately $1.5 million in legal fees and associated costs in the litigation with the insurance carrier, which commenced in 2001.  Excluding the impact of this settlement, general and administrative expenses would have increased $0.8 million in the first quarter of FY 2006, as compared to the first quarter of FY 2005.  The increase was attributable to an increase in stock-based compensation of $1.8 million to $2.9 million in the first quarter of FY 2006 compared to $1.1 million in the first quarter of FY 2005, related to the granting of RSUs in the fourth quarter of FY 2005, an increase of approximately $500,000 in the first quarter of FY 2006 compared to the first quarter of FY 2005 in costs associated with our ongoing compliance with corporate governance requirements, including SOXA 404, an increase in our bad debt expense, and an increase in our insurance expense as a result of the rising cost of premiums related to our general coverage.  Going forward, it is anticipated that general and administrative expenses will be adversely and significantly impacted by corporate governance regulations and requirements, including SOXA 404.

Net Restructuring and Other Unusual Items -In the first quarter of FY 2006 there was minimal net restructuring and other unusual items, whereas in the first quarter of FY 2005 there was a credit of $0.7 million.  This credit of $0.7 million was primarily due to the release of premises reserves in our European business that were accrued in prior years which, upon management’s review, were determined to be no longer required.

Amortization of Intangible Assets- Amortization of intangible assets was relatively unchanged at $2.3 million in the first quarter of FY 2006, compared to $2.2 million in the first quarter of FY 2005.

Interest Income- Interest income in the first quarter of FY 2006 was $1.5 million, compared to $0.5 million in the first quarter of FY 2005.  The increase in interest income resulted from higher average cash balances in the first quarter of FY 2006 compared to the previous year, and an increase in the interest rates we earned on our balances.

Interest Expense- Interest expense was $0.4 million for the first quarter of each of FY 2006 and FY 2005.

Other (Income) Expense, net - Other income in the first quarter of FY 2006 was $0.6 million, compared to other expense of $0.5 million in the first quarter of FY 2005.  The

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increase in other income was primarily attributable to a net gain on foreign exchange impacting on net monetary asset and liability balances held in foreign currencies.

Income Taxes - The provision for income taxes was $6.5 million in the first quarter of FY 2006, compared to $6.7 million in the corresponding period last year. The effective tax rate for the first quarter of FY 2006 was 36.5%, which was higher than the effective tax rate in the first quarter of FY 2005 of 33.1%.  The change in the tax rate of 3.4% is due primarily to change in the geographic mix of the countries in which income is earned to those with higher tax rates and provision adjustments related to tax return filings.

Of the total $6.5 million provision for income taxes recorded in the first quarter of FY 2006, $4.1 million reflected the utilization of future income tax assets and $2.4 million represented cash taxes in the quarter. In the corresponding quarter in FY 2005, $4.8 million reflected the utilization of future income tax assets and $1.9 million represented cash taxes.  Our cash tax rate increased from 9.2% in the first quarter of FY 2005 to 13.3% in the first quarter of FY 2006, primarily as a result of certain subsidiaries having taxable income with no tax losses carried forward to offset such income.  Our tax rate in respect of the utilization of the future income tax assets decreased from 23.9% to 23.2% in the first quarter FY 2006 compared to the corresponding quarter in FY 2005.

We continue to believe under current facts and circumstances that our effective tax rate for FY 2006 will be in the range of 22% to 27%.

Net Earnings - Net earnings were $11.3 million, or $0.13 per diluted share, in the first quarter of FY 2006, compared to $13.5 million, or $0.15 per diluted share, in the first quarter of FY 2005.  We have achieved a relatively stable run rate of quarterly operating expenses associated with our business operations; however, because our revenue is subject to fluctuations from quarter to quarter and many of our costs are fixed, our operating income is negatively impacted during lower revenue quarters.  Many of our businesses are organized geographically so that the related expenses are incurred in the same currency as our revenue, which significantly mitigates our exposure to transactional currency fluctuations.  Compared to the first quarter of FY 2005, transactional currency fluctuations (primarily attributable to the strength of Euro and British Pound Sterling against the the U.S. Dollar) had the effect of increasing net earnings by $0.5 million in the first quarter of FY 2006.  The decrease in net earnings during the period was positively impacted by a foreign exchange gain on revenue of $1.6 million, offset by a foreign exchange loss on expenses of $1.1 million.

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Non-GAAP Results (1)

	Three months ended July 31,
	2005			2004
Canadian GAAP based “Total revenue”	$	103,722		$	106,868
Canadian GAAP based “Net earnings”	$	11,290		$	13,512
Add back:
Income taxes	$	6,490		$	6,671
Interest income	(1,548		)	(501		)
Interest expense and amortization of deferred financing costs	375			388
Other (income) expense, net	(605		)	502
Amortization of intangible assets	2,294			2,246
Depreciation of property, plant and equipment	1,264			1,721
EBITDA	$	19,560		$	24,539
EBITDA as a percentage of total revenue	18.9		%	23.0		%
Add back:
Stock based compensation	2,910			1,102
ADJUSTED EBITDA	$	22,470		$	25,641
Adjusted EBITDA as a percentage of total revenue	21.7		%	24.0		%

Earnings in the first quarter of FY 2006 were also impacted by the compensation expense related to the granting of RSUs in the fourth quarter of FY 2005.  Excluding the stock based compensation effects from our results, the adjusted EBITDA as a percentage of total revenue was 21.7% in the first quarter of FY 2006, compared to 24.0% in the first quarter of FY 2005.

(1) The non-GAAP information included in this MD&A is not prepared in accordance with GAAP because it excludes the impact of income taxes, interest income, interest expense and amortization of deferred financing costs, other (income) expense, amortization of intangibles, depreciation of property, plant and equipment and stock-based compensation expense.  We believe that EBITDA and ADJUSTED EBITDA could be useful to investors because we have provided this or similar information in the past and some investors find it helpful in analyzing the revenues and expenses of our core business and comparing them to the revenues and expenses of some of our competitors.  We use these non-GAAP measures, along with GAAP information, in evaluating our results and more specifically to identify non-cash expenses and other non-core business costs.

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Quarterly Results

The following table sets forth the unaudited consolidated statements of earnings for each of our last eight fiscal quarters.  The data has been derived from our unaudited consolidated statements of earnings that have been prepared on the same basis as the annual audited consolidated statements of earnings and, in our estimation, include all adjustments necessary for a fair presentation of such information.  These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements and notes thereto for FY 2005 and FY 2004.  The consolidated results of operations for any quarter are not necessarily indicative of the results for any future period.

Condensed Consolidated Quarterly Statements of Earnings

(unaudited)

(In thousands of U.S. dollars, except per share data)

	2004						2005								2006
	Quarter 2		Quarter 3		Quarter 4		Quarter 1		Quarter 2		Quarter 3		Quarter 4		Quarter 1
Revenue	$	111,467	$	116,175	$	116,105	$	106,868	$	106,430	$	113,890	$	117,204	$	103,722
Cost of revenue	45,227		45,991		43,042		37,471		38,755		42,840		41,291		39,838
Gross profit	66,240		70,184		73,063		69,397		67,675		71,050		75,913		63,884
Operating expenses	50,837		51,901		48,672		48,825		47,237		49,544		54,267		47,882
Earnings from operations	15,403		18,283		24,391		20,572		20,438		21,506		21,646		16,002
Net earnings	10,264		13,755		23,780		13,512		15,204		29,670		18,638		11,290
Basic EPS	0.12		0.16		0.28		0.16		0.18		0.35		0.22		0.13
Diluted EPS	0.12		0.16		0.27		0.15		0.17		0.34		0.21		0.13

Liquidity and Financial Condition

	Three months ended
	July 31					$
	2005			2005		Change
Net cash provided by operating activities	$	7,887		$	2,198	$	5,689
Net cash provided by investing activities	3,544			25,481		(21,937		)
Net cash (used in) provided by financing activities	(2,042		)	1,349		(3,391		)
Effect of exchange rate changes on cash and cash equivalents	(5,507		)	984		(6,491		)
Net increase in cash and cash equivalents	3,882			30,012		(26,130		)

At July 31, 2005, cash and cash equivalents totalled $192.1 million, compared to $188.2 million at April 30, 2005.

Total assets decreased $23.8 million, from $466.2 million at April 30, 2005 to $442.3 million at July 31, 2005.  This decrease was primarily attributable to the reduction in net accounts receivable related to our continued efforts to improve days sales outstanding (“DSO”), and the variability of our quarterly sales.  DSO was 40 at July 31, 2005,

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compared to 46 at April 30, 2005.  The decrease in total assets also was attributable to the regular amortization and expensing of intangible assets, property plant and equipment and prepaid expenses.

Current liabilities decreased $27.4 million, from $209.4 million at April 30, 2005, to $182.0 million at July 31, 2005.  This decrease was primarily a result of a reduction in accounts payable and accrued liabilities and deferred revenue.  The decrease in accounts payable and accrued liabilities relates to the FY 2006 first quarter settlement of FY 2005 compensation accruals, as well as the payment of amounts in accounts payable and other accruals such as commodity taxes and professional fees.  Deferred revenue is composed of deferred support revenue, which is recognized ratably over the term of the related maintenance agreements, normally having a term of one year, and deferred professional services revenue, which is recognized as such services are performed.

The decrease in deferred revenue is due to both the seasonality of our business and support revenue attrition.  We continue to see the largest volume of maintenance renewal contracts in the third quarter of our fiscal year, therefore the decrease in deferred revenue in the first quarter was expected.  In addition, our unfunded pension liability decreased by $3.8 million as a result of a $2.2 million lump sum payment and a strengthening of the U.S. Dollar against the British Pound Sterling.

Net Changes in Cash Flow

	Three months ended
	July 31					$
	2005			2004		Change
Net cash provided by operating activities	$	7,887		$	2,198	$	5,689
Net cash provided by investing activities	3,544			25,481		(21,937		)
Net cash (used in) provided by financing activities	(2,042		)	1,349		(3,391		)
Effect of exchange rate changes on cash and cash equivalents	(5,507		)	984		(6,491		)
Net increase in cash and cash equivalents	3,882			30,012		(26,130		)

The improvement in net cash flow from operating activities was due primarily to the change in operating assets and liabilities .

The net change in net cash provided by investing activities in the first quarter of FY 2006 was mainly due to the change in restricted cash as a result of funds delivered to an independent trust at year end to purchase our common shares to satisfy previously granted RSUs, the settlement of which was completed in May 2005.  The net change in the first quarter of FY 2005 was mainly due to sale of short-term investments held at April 30, 2004.

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The change in net cash used in financing activities was due to the purchase of shares in first quarter of FY 2006 related to the issuance of RSUs in the fourth quarter of FY 2005, offset by an increase in cash provided from the exercise of stock options.

Contracts and Commitments

On August 11, 2005, we entered into a five-year, $150 million revolving credit facility (the “New Facility”) with a syndicate of banks led by Bank of America.  The interest rates payable under the New Facility range between prime plus 25 and 75 basis points for prime-rate borrowings, and between LIBOR plus 125 and 175 basis points for LIBOR- based borrowings.   The fee payable on the unused portion of the New Facility ranges from 30 to 45 basis points.

The New Facility replaces the $50 million, fully secured credit facility (the “Prior Facility”), which was due to expire on September 9, 2006.  The New Facility is secured only by the stock of certain of our material subsidiaries and is available for working capital needs, acquisitions and other general corporate purposes.

The Prior Facility, which was still in place on July 31, 2005, was obtained in the second quarter of FY 2004 and was collateralized by substantially all of our assets, including the assets of certain of our Canadian and U.S. subsidiaries.  Certain other subsidiaries also guaranteed this facility.  The Prior Facility was available for our working capital needs and other general corporate purposes, and for the needs of our subsidiaries that were parties to the Prior Facility credit agreement.  As of July 31, 2005, $2.6 million of the $5.0 million letter of credit sub-facility had been utilized, and the remaining $47.4 million of the $50.0 million revolving line of credit was available for our future cash needs.

Since the New Facility was entered into on August 11, 2005, unamortized deferred financing costs associated with the Prior Facility in an amount of approximately $1.0 million will be written off in the second quarter of FY2006.  In addition, a termination fee of approximately $540,000 will be paid in the second quarter of FY2006.  All costs associated with the New Facility will be deferred and amortized over the five-year term of the New Facility.

We have not entered into off-balance sheet financing as a general practice.  Except for operating leases, uncollateralized bank guarantees and uncollateralized letters of credit, all of our commitments are reflected on our balance sheets.  Commitments include operating leases for office equipment and facilities, letters of credit, bank guarantees, and performance bonds that are routinely issued on our behalf by financial institutions, in each case primarily in connection with facility leases and contracts with public sector customers.  We do not have any other business arrangements, derivative financial instruments, or any equity interests in unconsolidated companies that would have a significant effect on our assets and liabilities as at July 31, 2005.

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Foreign Currency Risk

We are organized globally and generally conduct our transactions in the local currency (also known as functional currency) of the business.  Additionally, balances that are denominated in a currency other than the entity’s reporting currency must be adjusted to reflect changes in foreign exchange rates during the reporting period.  We may utilize financial instruments to hedge currency exposures on an ongoing basis, but currently we do not use financial instruments to hedge operating expenses in foreign currencies.  We cannot predict the effect of foreign exchange losses in the future; however, if significant foreign exchange losses are experienced, they could have a material adverse effect on our business, results of operations, and financial condition.

Critical Accounting Estimates

Certain accounting estimates are particularly important to the reporting of our financial position and results of operations, and require the application of significant judgment by our management.  An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.  We believe that there have been no significant changes in our critical accounting estimates since April 30, 2005 from what was previously disclosed in our MD&A for the year ended April 30, 2005.

Changes in Accounting Policies

There have been no significant changes in our accounting policies since April 30, 2005.

Recent Accounting Pronouncements

Canadian GAAP

Financial Instruments, Comprehensive Income, Hedges

On January 27, 2005, the Accounting Standards Board issued CICA Handbook section 1530 Comprehensive Income (“Section 1530”), Handbook section 3855 Financial Instruments – Recognition and Measurement (“Section 3855”) and Handbook section 3865 Hedges (“Section 3865”).  Section 3855 expands on CICA Handbook section 3860 Financial Instruments - Disclosure and Presentation by prescribing when a financial instrument is to be recognized on the balance sheet and at what amount.  It also specifies how instrument gains and losses are to be presented.  Section 3865 - Hedges, is optional.  It provides alternative treatments to Section 3855 for entities that choose to designate qualifying transactions as hedges for accounting purposes and specifies how hedge accounting is applied and what disclosures are necessary when it is applied.  Section 1530 introduced a new requirement to present certain temporary gains and losses outside net income in a new component of shareholders’ equity entitled

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“Comprehensive Income”.  These standards are substantially harmonized with U.S. GAAP and are effective for us beginning May 1, 2007.  We are currently evaluating the impact of these standards on our consolidated financial position, results of operations and cash flows.

U.S. GAAP

Share-Based Payment

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”.  SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged.  In April 2005, the Securities and Exchange Commission (the “SEC”) postponed the effective date of SFAS 123R until the issuer’s first fiscal year beginning after June 15, 2005.  Under the current rules, we will be required to adopt SFAS 123R in the first quarter of fiscal 2007, beginning May 1, 2006.  The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition.

We adopted the fair value method of accounting for all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003.  All stock-based compensation related to awards granted prior to April 30, 2003 is included in the pro forma disclosures in the notes to the consolidated financial statements.  Under SFAS 123R, we must utilize one of the transition methods required by the standard to record the fair value of stock-based compensation related to these awards.  The transition methods include prospective and retroactive adoption options.  Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented.  The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of SFAS 123R and the valuation of share-based payments for public companies.  We are still evaluating the requirements of SFAS 123R and SAB 107 and expect that the adoption of SFAS 123R on May 1, 2006 will not have a material impact on our consolidated results of operations and earnings per share.  We have not yet determined the method of adoption or the effect of adopting SFAS 123R, nor have we determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

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Exchanges of Non-monetary Assets

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets - An Amendment of Accounting Principles Board Opinion No. 29, Accounting for Non-monetary Transactions” (“SFAS 153”).  SFAS 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, “Accounting for Non-monetary Transactions,” and replaces it with an exception for exchanges that do not have commercial substance.  SFAS 153 specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for fiscal periods beginning after June 15, 2005, and we will be required to adopt it in the second quarter of fiscal 2006, beginning on August 1, 2005.  We do not believe adoption of Statement 153 will have a material effect on our consolidated financial position, results of operations or cash flows.

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Risks and Uncertainties

We operate in a dynamic and rapidly changing environment and industry, which exposes us to numerous risks and uncertainties.  The following section describes some, but not all, of the risks and uncertainties that may adversely affect our business, financial condition or results of operations.  Additional risks and uncertainties not described below or not presently known to us may also affect our business, financial condition or results of operations.  If any of these risks occurs, our business, financial condition, or results of operations could be seriously harmed.  You should understand that the purpose of discussing these risks and uncertainties is to alert you to certain factors which could cause actual results to differ materially from those described in the forward-looking statements and not to describe facts, trends and circumstances that could have a favorable impact on the Company’s results.  This section should be read in conjunction with our unaudited Consolidated Financial Statements for the quarter ended July 31, 2005 and the audited Consolidated Financial Statements for the year ended April 30, 2005 and notes thereto, and the other parts of this MD&A.

We have had losses in the past and may not maintain our current profitability in the future.  The trading price of our common shares may fall if we fail to maintain profitability or generate sufficient cash from operations.

We generated net earnings of $11.3 million for the quarter ended July 31, 2005 and $77.0 million for the year ended April 30, 2005.  Although we have had positive net earnings for the past four fiscal years, we had a net loss of $169.4 million for the year ended April 30, 2001.  In the past, our losses have resulted principally from costs incurred to realign our global operations and our conclusion that the goodwill and other intangibles we carried on our consolidated balance sheet were impaired.  Although we have been operating profitability since FY 2002, we expect to continue experiencing fluctuations in our operating results and cannot assure sustained profitability.

As we grow our business, we expect operating expenses and capital expenditures to increase correspondingly, and as a result, we will need to generate significant revenue to maintain profitability.  We may not be able to sustain or to increase profitability or cash flows from operations on a quarterly or annual basis in the future and could incur losses in future periods.  If our revenues decline as they have in past years, our operating results could be seriously impaired because many of our expenses are fixed and cannot be easily or quickly reduced.  A failure to maintain profitability could materially and adversely affect our business.

In FY 2003, we recorded goodwill impairment and net restructuring and other unusual items of $15.1 million related to significant write-downs of goodwill, as well as to restructuring efforts intended to reduce costs and more efficiently organize our operations.

Although no such write-downs or charges were required during FY 2004 or FY 2005,we periodically review the value of acquired intangibles and goodwill to determine whether any impairment exists and we could write-down a portion of our intangible assets and goodwill as part of any such future review.  We also periodically review opportunities to

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organize operations more efficiently, and may record further restructuring charges in connection with any such reorganization.  Any write-down of intangible assets or goodwill or restructuring charges in the future could affect our results of operations materially and adversely.

One dissident shareholder is attempting to replace two of our existing directors who are nominated for re-election at the upcoming annual meeting of shareholders with his own nominees.  Costs and expenses associated with responding to the attack on our governance procedures and the dissident shareholder’s concerns relating to the Company may be significant and include out-of-pocket expenses for additional communications with shareholders and fees payable to advisors who are assisting us.  Management attention will be diverted as a result of this situation and customers and potential customers may be reluctant to transact with us during the period of uncertainty created by the dissident’s actions.  As a result, sales of our software products and services may be delayed or lost.  These factors could affect our results of operations materially and adversely.

Our revenues and operating results fluctuate significantly from quarter to quarter, and the trading price of our common shares could fall if our revenues or operating results are below the expectations of analysts or investors.

Our revenues and operating results fluctuate significantly from quarter to quarter.  Historically, our revenue in the third quarter of each fiscal year, our quarter ending January 31, has benefited from year-end budget cycles and spending, and we have generated less revenue, and collected less cash, during our first and second fiscal quarters of each year, our quarters ending July 31 and October 31, due in part to the European summer holiday season.  These historical patterns may change over time. Revenue in any quarter depends substantially upon our ability to sign contracts and our ability to recognize revenue in that quarter in accordance with our revenue recognition policies.

Our quarterly revenues and operating results may fluctuate based on a variety of factors, including the following:

•the timing of significant orders, and delivery and implementation of our products;

•the gain or loss of any significant customer;

•the number, timing and significance of new product announcements and releases by us or our competitors;

•our ability to acquire or develop (independently or through strategic relationships with third parties), to introduce and to market new and enhanced versions of our products on a timely basis;

•order cancellations and shipment rescheduling delays;

•patterns of capital spending and changes in budgeting cycles by our customers;

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•market acceptance of new and enhanced versions of our products;

•changes in the pricing and the mix of products and services that we sell and that our customers demand;

•the demand for our products and the market conditions for technology spending;

•seasonal variations in our sales cycle (such as lower sales levels typically experienced by our European operations during summer months);

•the level of product and price competition;

•the amount and timing of operating costs and capital expenditures relating to the expansion of our business;

•the geographical mix of our sales, together with fluctuations in foreign currency exchange rates;

•the timing of any acquisitions and related costs;

•changes in personnel and related costs; and

•legal proceedings in the normal course of business.

In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance contracts from customers of our software applications.  These maintenance contracts typically expire on an annual basis, and the timing of cash collections of related revenues varies from quarter to quarter.  In addition, our new license revenue and results of operations may fluctuate significantly on a quarterly and annual basis in the future, as a result of a number of factors, many of which are outside of our control.  The sale of a new license generally requires a customer to make a purchase decision that involves a significant commitment of capital.  As a result, the sales cycle associated with new license revenue will vary substantially and will be subject to a number of factors, including customers’ budgetary constraints, timing of budget cycles and concerns about the pricing or introduction of new products by us or our competitors.

If our revenues or operating results fall below the expectations of financial analysts or investors, the trading price of our common shares could fall.  As a result of the foregoing factors and the other factors described in this section, we believe that period-to-period comparisons of our revenue and operating results are not necessarily meaningful.  You should not rely on these comparisons to predict our future performance.

We experience customer attrition, which could affect our revenues more adversely than we expect, and we may be unable to adapt quickly to such attrition.  Any significant reduction in revenues as a result of attrition may result in a decrease in the trading price of our common shares.

We expect that a substantial portion of our revenue will continue to be derived from renewals of annual maintenance contracts with customers of our software applications, and, to a lesser extent, from professional services engagements for these customers.

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Attrition in our customer base has historically taken place, and continues to take place, when existing customers elect not to renew their maintenance contracts and cease purchasing professional services from us.  Customer attrition occurs for a variety of reasons, including a customer’s decision to replace our product with that of a competing vendor, to purchase maintenance or consulting services from a third-party service provider, or to forgo maintenance altogether.  It can also occur when a customer is acquired or ceases operations.

To date, we have experienced relatively predictable and stable customer attrition.  We have been able to replace portions of revenue lost through attrition with new revenue from maintenance and professional services associated with new license sales and from maintenance contract price increases, as well as from acquisitions. However, any factors that adversely affect the ability of our installed systems to compete with those available from others, such as availability of competitors’ products offering more advanced product architecture, superior functionality or performance or lower prices, or factors that reduce demand for our maintenance and professional services, such as intensifying price competition, could lead to increased rates of customer attrition.  Should the rate of customer attrition exceed our expectations, we may be unable to replace the lost revenue or to reduce our costs sufficiently or in a timely enough fashion to maintain profitability.  In such circumstances, higher-than-expected customer attrition could have a material adverse effect on our business, results of operations, and financial condition.

We may be unable to realize our growth strategy if we are unable to identify other suitable acquisition opportunities.

We believe, based on feedback from our industry and internal analysis, that our future success depends upon our ability to make additional worthwhile acquisitions, such as our acquisitions of Extensity and Comshare, to offset the effect of customer attrition.    We cannot be certain that we will be able to identify suitable new acquisition candidates that are available for purchase at reasonable prices.  Even if we are able to identify such candidates, we may be unable to consummate an acquisition on suitable terms.  If we are unable to find and consummate additional worthwhile acquisitions, it is likely that our revenues and stock price will decline due to the adverse impact this would have on our ability to grow our business and offset the effect of customer attrition.  Many recent transactions in the software industry in general and the BPM segment in particular, have occurred at valuations with multiples exceeding two times revenue.  Consequently, identifying suitable acquisition targets has become increasingly difficult and this has impaired our ability to execute accretive acquisitions, given Geac’s own enterprise value to revenue ratio.  When evaluating an acquisition opportunity, we cannot assure you that we will correctly identify the risks and costs inherent in the business that we are acquiring.  In addition, to achieve desired growth rates as we become larger, we are likely to focus more heavily on larger companies for acquisition and continue to target public companies as potential acquisition candidates.  The acquisition of a public company may involve additional risks, including the potential for lack of recourse against public shareholders for undisclosed material liabilities of the acquired business.

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If we were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of our available cash resources could be used.

Any inability on our part to integrate successfully other businesses that we acquire may disrupt our operations or otherwise have a negative impact on our business.

We are frequently in formal or informal discussions with potential acquisition candidates and may acquire, or make large investments in, other businesses that offer products, services, and technologies that we believe would complement our products and services.  Integration of our completed acquisitions and any future acquisitions involves a number of special risks, including the following: diversion of management’s attention from, and disruption of, our ongoing business; failure to integrate successfully the personnel, information systems, technology, and operations of the acquired business; failure to maximize the potential financial and strategic benefits of the transaction; failure to realize the expected synergies from acquired businesses; possible impairment of relationships with employees and customers as a result of any integration of new businesses and management personnel; impairment of assets related to resulting goodwill; reductions in future operating results from amortization of intangible assets; and unanticipated adverse events, circumstances, or legal liabilities associated with the transaction or the acquired business.

Moreover, mergers or acquisitions of technology companies are generally risky and often fail to deliver the return on investment that acquirers expect.  Such failures can result from a number of factors, including the following: rapid changes in technology in the markets in which the combining companies compete, and in demand for their products and services; difficulties in integrating the businesses and personnel of the acquired company; failure to achieve expected revenue or cost synergies; and unanticipated costs or liabilities.  In addition, future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions, which are incorrect or inconsistent with our assumptions or approach to accounting policies.  If we are unable to integrate future acquisitions successfully, our business and results of operations could be adversely affected.

The loss, cancellation or delay of orders by our customers could harm our business.

The purchase of some of our products, particularly our EAS products, and the related professional services may involve a significant commitment of resources and costs for our customers.  As a result, our sales process involves a lengthy evaluation and product qualification process that may require significant capital expenditures.  For these and other reasons, the sales cycle associated with the license of our products, renewal of maintenance agreements, and sale of related professional services vary substantially

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from contract to contract and from customer to customer.  The sales cycles for our products vary by product and application, and may range up to a year or more for large, complex installations.  We may experience delays over which we have no control and which further extend that period.  During the process, we may devote significant time and resources to a prospective customer, including costs associated with multiple site visits, product demonstrations, and feasibility studies.  If we are unsuccessful in generating offsetting revenues during these sales cycles, our revenues and earnings could be substantially reduced or we could experience a large loss.  Any significant or ongoing failure ultimately to achieve sales as a result of our efforts, or any delays or difficulties in the implementation process for any given customer could have a negative impact on our revenues and results of operations.

Demand for our products and services fluctuate rapidly and unpredictably, which makes it difficult for us to manage our business efficiently and may reduce our gross profits, profitability and market share.

We depend upon the capital spending budgets of our customers.  World and regional economic conditions have, in the past, adversely affected our licensing and support revenue. The continued weakness in our revenues from sales of new licenses of our enterprise applications systems appears to be consistent with the experience of other participants in our industry.  If economic or other conditions reduce our customers’ capital spending levels, our business, results of operations and financial condition may be adversely affected.  There has been a severe worldwide downturn in information technology spending over the last few years, and any growth in our markets will depend on a general recovery in information technology spending.  Growth prospects for our existing businesses are uncertain, with expansion in the industry also being highly dependent on users of enterprise applications systems enhancing their current systems through Web-based applications and new functionality that is complementary to that of their existing systems.  Currently, our sales data and industry observations indicate that the market for enterprise resource planning software is weak, and it may continue to be weak for the foreseeable future.

In addition, the purchase and implementation of our products can constitute a major portion of our customers’ overall corporate services budget, and the amount customers are willing to invest in acquiring and implementing such products has tended to vary in response to economic or financial crises or other business conditions.  Continuation of the current economic circumstances or other difficulty in the economies where we license our products, including North America, the United Kingdom, and other European countries, could have a material adverse effect on our business, financial position, operating results, or cash flows.  In particular, our financial position may be significantly adversely affected by a prolonged recession or economic slowdown in any of the economies where we derive a substantial portion of our revenue.

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We face significant competition from other providers of enterprise application software and systems, which may reduce our market, share or limit the prices we can charge for our systems and services.

The enterprise software market in which we compete is maturing and is deeply penetrated by large independent software suppliers, such as Microsoft, Oracle, Hyperion, Cognos, Outlooksoft, Cartesis, Lawson Software, SAP, SSA Global, Infor and Intentia, and many other suppliers selling to small and mid-sized customers.  As a result, competition is intense, and significant pricing pressure exists.  The intensity of this competition increases as demand for products and services, such as those offered by us, weakens.  To maintain and to improve our competitive position, we must continue to develop and to introduce, in a timely and cost-effective manner, new products, product features, and services.  In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of annual maintenance contracts with customers of our software applications.  Although we have experienced relatively stable and predictable attrition relating to these contracts, increased competition could significantly reduce the need for our maintenance services, as customers could either decide to replace our software applications with a competitor’s applications or to enter into a maintenance contract with a third party to service their software. We anticipate additional competition as other established and emerging companies enter the market for our products and as new products and technologies are introduced. For example, companies that historically have not competed in the enterprise resource planning systems market could introduce new enterprise applications based on newer product architectures that could provide for functionality similar to or better than that of our products that are based on older technology.  In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of our prospective customers.  This risk has increased as our industry continues to trend toward consolidation.  Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share.  This competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share.  In addition, variances or slowdowns in our new licensing revenue may negatively impact our current and future revenue from services and maintenance, since such services and support revenues typically depend on new license sales.

Our competitors may have advantages over us that may inhibit our ability to compete effectively.

Many of our competitors and potential competitors have significantly greater financial, technical, marketing, and other resources, greater name recognition, and a larger installed base of customers than we do.  The products of some of our competitors are based on more advanced product architectures or offer performance advantages compared with our more mature EAS and ISA products.  Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or may devote greater resources to the development, promotion, and sale of their products than we are able to do.  Many competitive factors affect the market for our products and our ability to earn maintenance, professional services and new license revenue.  Some of these factors are: vendor and product reputation; industry-specific

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expertise; cost of ownership; ease and speed of implementation; customer support; product architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability.  Our inability to compete effectively based on any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.  Not all of our existing products compete equally well with respect to each of these factors.  To the extent that we conclude that one or more of our existing products are unable to compete effectively, we may reduce the amount of product development, sales and marketing and other resources that we devote to that product.  This could result in customer dissatisfaction, increased customer attrition rates and a decline in revenues from that product, each of which could have a material adverse effect on our business, results of operations, and financial condition.

Our business may be impacted by the recent consolidation trend in the software industry.

Our experience indicates that there is a recent trend in the software industry generally, and the enterprise resource planning segment specifically, towards the consolidation of the participants within the industry and between segments.  This trend may continue and could result in fewer participants in each segment, some of whom may have greater economic resources, broader geographic scope, a broader range of products and better overall positioning than we do.  As a result of this consolidation trend and the fact that there may be fewer participants in the industry or in each segment, competition may increase and pricing pressure on our products may intensify.  Industry participants with a broader range of product offerings may be better able to meet customers’ needs and win new business.  In addition, as a result of this trend, customers’ buying patterns may be impacted.  The uncertainty in the market created by this trend may cause customers to postpone or delay their buying decisions until the uncertainty regarding this consolidation trend is reduced.  To the extent we are unable to capitalize on this consolidation trend, it could have a material adverse effect on our business, results of operations, and financial condition.

If we consummate new acquisitions, resulting growth may place significant demands on our management resources and operational infrastructure.  Any failure to manage this growth effectively may lead to a disruption in our operations and a resulting decline in profitability.

In the past, we experienced substantial growth, primarily through acquisitions, which significantly expanded our operations. We made 33 acquisitions between May 1, 1996 and August 31, 2003, and we plan to continue to make acquisitions in the future. Growth and expansion resulting from future acquisitions may place a significant demand on our management resources.  To manage post-acquisition growth effectively, we must maintain a high level of quality, efficiency and performance and must continue to enhance our operational, financial, and management systems and to retain, integrate, motivate and manage the employees who manage our operations following an acquisition.  We may not be able to manage such expansion effectively and any failure

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to do so could lead to a disruption in our business, a loss of customers and revenue, and increased expenses.  Any such decline in profitability could adversely impact the trading price of Geac common shares.

Potential divestitures may reduce revenues in the short term and create uncertainty among our employees, customers and potential customers, which could harm our business.

We have in the past divested, and may in the future consider divesting, certain portions of our business.  Any divestitures would result in a short-term reduction in revenue and could harm our results of operations if we were not able to reduce expenses accordingly or to generate offsetting sources of revenue.  To the extent that our consideration of these potential divestitures became known prior to their completion, we could face the risk, among others, that customers and potential customers of the business division in question might be reluctant to purchase our products and services during this period.  In addition, we face the risk that we may be unable to retain qualified personnel within that business division during this period.  These risks could prevent us from successfully completing on favorable terms, or at all, divestitures that would otherwise be beneficial to us, and may in the process weaken business divisions that we are considering for divestiture.  Any of these events could result in a loss of customers, revenues, and employees and could harm our results of operations.

Our international operations expose us to additional risks, including currency-related risk.

We are subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses, difficulties in the enforcement of intellectual property rights and political uncertainties.  We derived more than 95 percent of our total revenue from sales outside Canada in each of FY 2005 and FY 2004.  Our most significant international operations are in the United States, the United Kingdom, and France, which are the only countries in which our revenues constituted more than 10 percent of our total worldwide revenues during FY 2005 and FY 2004.  Historically, our Canadian sales and expenses have been denominated in Canadian dollars, and our non-Canadian sales and expenses have been denominated in the currencies of 21 other jurisdictions.  Effective May 1, 2003, we adopted the U.S. dollar as our reporting currency.  To date, we have not used forward exchange contracts to hedge exposures denominated in non-U.S. currencies or any other derivative financial instrument for trading, hedging, or speculative purposes.

Revenues and expenses generated in foreign currencies are translated at exchange rates during the month in which the transaction occurs.  We cannot predict the effect of foreign exchange losses in the future; however, if significant foreign exchange losses are experienced, they could have a material adverse effect on our business, results of operations, and financial condition.  In addition, fluctuations in exchange rates could affect the pricing of our products and negatively influence customer demand.  Additional risks we face in conducting business internationally include longer payment cycles and

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difficulties in managing international operations.  These include constraints associated with local laws regarding employment, difficulty in enforcing our agreements through foreign legal systems, problems in collecting accounts receivable, complex international tax and financial reporting compliance requirements, and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

Seasonal trends in sales of our software products may result in periodic reductions in our cash flow and fluctuation of our operating results.

Seasonality in our business could result in our revenues or cash flows in a given period being less than market estimates.  Seasonality could also result in quarter-to-quarter decreases in our revenues or cash flows.  Our revenues and operating results in our January quarter have tended to benefit from customer spending related to calendar year-end budget cycles.  Most of our maintenance contract renewals occur on a calendar-year basis.  Accordingly, cash receipts from maintenance contract renewals are usually highest in the January quarter and lowest in the July and October quarters.  These historical patterns may change over time, however, particularly as our operations become larger and the sources of our revenue change and become more diverse.  Our European operations have expanded significantly in recent years and may experience variability in demand associated with seasonal buying patterns in these foreign markets.  For example, our July and October quarters typically experience reduced sales and cash collections activity, in part, due to the European summer holiday season.  Our operating expenses are generally fixed, and any increase in such expenses will have a disproportionate adverse affect on our gross margins and net earnings in those quarters in which, due to the seasonality of our business, we generate less revenue.

Impact of geopolitical and other global or local events may have a significant effect on our operations.

Various events, including natural disasters, extreme weather conditions, labour disputes, civil unrest, war and political instability, terrorism, and contagious illness outbreaks, or the perceived threat of these events, may cause a disruption of our normal operations and may disrupt the domestic and international travel of our sales and other personnel.  In addition to the general uncertainty that these events or the perceived threat of these events could have on the demand for our products and services, the ability of our personnel, including maintenance and sales personnel, to travel to visit customers or potential customers may be affected.  The sales cycle for our products includes a period of education for potential customers on the use and benefits of our products and services, as well as the integration of our products and services with additional applications utilized by individual customers.  Any disruption in the ability of our personnel to travel could have a material and adverse impact on our ability to complete this process and to service these customers, which could, in turn, have a material adverse effect on our business, results of operations and financial condition.  In addition, these events or the perceived threat of these events may require us to reorganize our day-to-day operations to minimize the associated risks.  Any expense related to the reorganization of our day-to-day operations, even on a short-term basis,

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could also have a material adverse effect on our business, results of operations and financial condition.

If we cannot attract and retain qualified sales personnel, customer service personnel, and software developers, we may not be able to sell and to support our existing products or to develop new products.

We depend on key technical, sales, and senior management personnel.  Many of these individuals would be difficult to replace if they were to leave our employment.  In addition, our success is highly dependent on our continuing ability to identify, to hire, to train, to assimilate, to motivate, and to retain highly qualified personnel, including recently hired officers and other employees.  Any such new hire may require a significant transition period prior to making a meaningful contribution to the Company.  Competition for qualified employees is particularly intense in the technology industry, and we have in the past experienced difficulty recruiting qualified employees.  Our failure to attract and to retain the necessary qualified personnel could seriously harm our operating results and financial condition.

Our future growth depends, in part, upon our ability to develop new products and to improve existing products.  Our ability to develop new products and services and to enhance our existing products and services will depend, in part, on our ability to recruit and to retain top quality software programmers.  If we are unable to hire and to retain sufficient numbers of qualified programming personnel, we may not be able to develop new products and services or to improve our existing products and services in the time frame necessary to execute our business plan.

Our executive officers are critical to our business, and these officers may not remain with us in the future.

Our future success largely depends on the continued efforts and abilities of our executive officers.  Their skills, experience and industry contacts significantly benefit us.  Although we have employment and non-competition agreements with members of our senior management team we cannot assure you that they or our other key employees will all choose to remain employed by us.  If we lose the services of one or more of our executive officers, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with us, our business, operating results, and financial condition could be harmed.  We do not maintain key man life insurance on any of our employees.

The market for our software products is characterized by rapid technological advances, and we must continually improve our technology to remain competitive.

Rapid technological change and frequent new product introductions and enhancements characterize the enterprise solutions software industry.  Our current and potential customers increasingly require greater levels of functionality and more sophisticated

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product offerings.  In addition, the life cycles of our products are difficult to estimate.  While we believe some of our products may be nearing the end of their product life cycles, we cannot estimate the decline in demand from our customer of maintenance and support related to these products.  Accordingly, we believe that our future success depends upon our ability to enhance current products and to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner, and on our ability to enable our products to work in conjunction with other products from other suppliers that our customers may utilize.  Our failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on our business, results of operations, and financial condition.  We may be unable to respond on a timely basis to the changing needs of our customer base and the new applications we design for our customers may prove to be ineffective.  Our ability to compete successfully will depend in large measure on our ability to be among the first to market with effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry.  Our software products must remain compatible with evolving computer hardware and software platforms and operating environments.  We cannot assure you that we will be successful in these efforts.  In addition, competitive or technological developments and new regulatory requirements may require us to make substantial, unanticipated investments in new products and technologies, and we may not have sufficient resources to make these investments.  If we were required to expend substantial resources to respond to specific technological or product changes, our operating results would be adversely affected.

We may be unable to develop and to maintain collaborative development and marketing relationships, which could result in a decline in revenues or slower than anticipated growth rates.

As a part of our business strategy, we have formed, and intend to continue to form, collaborative relationships with other leading companies to increase new license revenue.  Our success will depend, in part, on our ability to maintain these relationships and to cultivate additional corporate alliances with such companies.  We cannot assure you that our historical collaborative relationships will be commercially successful, that we will be able to negotiate additional collaborative relationships, that such additional collaborative relationships will be available to us on acceptable terms, or that any such relationships, if established, will be commercially successful.  In addition, we cannot assure you that parties with whom we have established, or will establish, collaborative relationships will not, either directly or in collaboration with others, pursue alternative technologies or develop alternative products in addition to, or instead of, our products.  Such parties may also be acquired by our competitors to terminate our relationship or they may experience financial or other difficulties that lessen their value to us and to our customers.  Our financial condition or results of operations may be adversely affected by our failure to establish and maintain collaborative relationships.

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We may become increasingly dependent on third-party technology incorporated in our products, and, if so, impaired relations with these third parties, errors in their technology, or their inability to enhance the technology over time could harm our business.

We incorporate third-party technology into our products.  Currently, the third-party providers include, without limitation: IBM, Impromptu, FRx, Jacada, Brio, Apache Foundation, Microsoft, Lombardi, IBI, Pervasive, BEA Systems, DataMirror, Business Objects and Sun Microsystems.  We may incorporate additional third-party technology into our products as we continue to develop our existing products and expand our product lines.  The operation of our products could be impaired if errors occur in the third-party technology that we license.  It is more difficult for us to correct errors in third-party technology because the technology is not within our control.  Accordingly, our business may be adversely affected in the event of errors in this technology.  Furthermore, it may be difficult for us to replace any third-party technology if a vendor seeks to terminate our license to use the technology.

We may be unable to protect our proprietary technology and that of other companies we may acquire, which could harm our competitive position.

We have relied, and expect to continue to rely, on a combination of copyright, trademark and trade-secret laws, confidentiality procedures, and contractual provisions to establish, to maintain, and to protect our proprietary rights.  Despite our efforts to protect our proprietary rights in our intellectual property and that of other companies we may acquire, unauthorized parties may attempt to copy aspects of our products or to obtain information we regard as proprietary.  Policing unauthorized use of our technology, if required, may be difficult, time- consuming, and costly.  Our means of protecting our technology may be inadequate.

Third parties may apply for patent protection for processes that are the same as, or similar to, our processes, or for products that use the same or similar processes as our products.  Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or to obtain and to use information that we regard as proprietary.  Third parties may also independently develop similar or superior technology without violating our proprietary rights.  In addition, the laws of some foreign countries do not protect proprietary rights to the same extent, as do the laws of Canada and the United States.

Trademark protection is an important factor in establishing product recognition. Our inability to protect our trademarks from infringement could result in injury to any goodwill, which may be developed in our trademarks.  Moreover, we may be unable to use one or more of our trademarks because of successful third-party claims.

Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products.  Although we believe that our products and technology do not infringe proprietary rights of others, litigation may be necessary to protect our proprietary technology and third parties may assert infringement claims against us with respect to their proprietary rights.

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Any claims or litigation can be time consuming and expensive regardless of their merit.  Infringement claims against us could cause product release delays, require us to redesign our products or to enter into royalty or license agreements that may not be available on terms acceptable to us, or at all.

Product development delays could harm our competitive position and reduce our revenues.

If we experience significant delays in releasing new or enhanced products, our position in the market could be harmed and our revenue could be substantially reduced, which would adversely affect our operating results.  We have experienced product development delays in the past and may experience delays in the future.  In particular, we may experience product development delays associated with the integration of recently acquired products and technologies.  Delays may occur for many reasons, including the inability to hire a sufficient number of developers, discovery of bugs and errors, or the inability of our current or future products to conform to customer and industry requirements.

If our customers demand performance guarantees, the costs and risks associated with offering our products and services will increase.

We and our competitors are being requested, with increasing frequency, to provide specific performance guarantees with respect to the functionality of certain aspects of our software.  Similarly, we have been requested to quote fixed-price bids for professional services.  These requests present risks, because no two implementations of our software are identical, and therefore we cannot accurately predict precisely what will be required to meet these performance standards.  If this trend continues, our profitability may be affected if we are required to spend more to meet our commitments.

Our software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance, or product liability claims with substantial litigation costs.

As a result of their complexity, software products may contain undetected errors or failures when entering the market.  Despite testing performed by us and testing and use by current and potential customers, defects and errors may be found in new products after commencement of commercial shipments or the offering of a network service using these products.  In these circumstances, we may be unable to successfully correct the errors in a timely manner or at all.  The occurrence of errors and failures in our products could result in negative publicity and a loss of, or delay in, market acceptance of those products.  Such publicity could reduce revenue from new licenses and lead to increased customer attrition.  Alleviating these errors and failures could require significant expenditure of capital and other resources by us.  The consequences of these errors and failures could have a material adverse effect on our business, results of operations, and financial condition.

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Because many of our customers use our products for business-critical applications, any errors, defects, or other performance problems could result in financial or other damage to our customers.  Our customers or other third parties could seek to recover damages from us in the event of actual or alleged failures of our products or the provision of services.  We have in the past been, and may in the future continue to be, subject to these kinds of claims.  Although our license agreements with customers typically contain provisions designed to limit our exposure to potential claims, as well as any liabilities arising from these claims, the provisions may not effectively protect against these claims and the liability and associated costs.  Accordingly, any such claim could have a material adverse effect upon our business, results of operations, and financial condition.  In addition, defending this kind of claim, regardless of its merits, or otherwise satisfying affected customers, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The hosting services of our AppCare service, expense management products, and Interealty business are dependent on the uninterrupted operation of our data centers.  Any unexpected interruption in the operation of our data centers could result in customer dissatisfaction and a loss of revenues.

The hosting services offered by our AppCare remote application management service, Extensity products, portions of our Anael, Local Government businesses and Interealty business depend upon the uninterrupted operation of our data centers and our ability to protect computer equipment and information stored in our data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or internet failure, unauthorized intrusion, computer viruses and other similar damaging events.  If any of our data centers were to become inoperable for an extended period, we might be unable to provide our customers with contracted services.  Although we take what we believe to be reasonable precautions against such occurrences, we can give no assurance that damaging events such as these will not result in a prolonged interruption of our services, which could result in customer dissatisfaction, loss of revenue and damage to our business.

In addition, if customers determine that our hosted product is not scalable, does not provide adequate security for the dissemination of information over the Internet, or is otherwise inadequate for Internet-based use, or, if for any other reason, customers fail to accept our hosted products for use on the Internet or on a subscription basis, our business will be harmed.  As a provider of hosted services, we expect to receive confidential information, including credit card, travel booking, employee, purchasing, supplier, and other financial and accounting data, through the Internet.  There can be no assurance that this information will not be subject to computer break-ins, theft, and other improper activity that could jeopardize the security of information for which we are responsible.  Any such lapse in security could expose us to litigation, loss of customers, or otherwise harm our business.  In addition, any person who is able to circumvent our security measures could misappropriate proprietary or confidential customer information or cause interruptions in our operations.  We may be required to incur significant costs to protect against security breaches or to alleviate problems caused by breaches.

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Further, a well-publicized compromise of security could deter people from using our Web-hosted products to conduct transactions that involve transmitting confidential information.  Our failure to prevent security breaches, or well-publicized security breaches affecting the Internet in general could significantly harm our business, operating results and financial condition.

As Internet commerce evolves, we expect that federal, provincial, state or foreign agencies will adopt new regulations covering issues, such as user privacy, pricing, taxation of goods and services provided over the Internet, and content and quality of products and services.  It is possible that new legislation could expose companies involved in electronic commerce to liability, which could limit the growth of electronic commerce generally and reduce demand for our products and services.

Our shareholder protection rights plan may discourage take-over attempts.

We have adopted a shareholder protection rights plan pursuant to which one right for each Geac common share has been issued.  The rights represent the right to purchase, subject to the terms and conditions of the rights plan, Geac common shares on a basis that would have the effect of diluting the interests of potential acquirers.  The rights plan may have an anti-take-over effect and discourage take-over attempts not first approved by our board of directors or made in accordance with the terms of the plan.

Extensity, a company we acquired in March 2003, is the target of a securities class action complaint, which may result in substantial costs and divert management attention and resources.

Extensity, a company we acquired in March 2003, is subject to a class action suit which alleges that Extensity, certain of its former officers and directors, and the underwriters of its initial public offering in January 2000 violated U.S. securities laws by not adequately disclosing the compensation paid to such underwriters.  The class action suit has been consolidated with a number of similar class action suits brought against other issuers and underwriters involved in initial public offerings.  The plaintiffs seek an unspecified amount of damages.  The plaintiffs and issuer parties have entered into a settlement agreement to settle all claims, which would be funded by the issuers’ insurers.  On February 15, 2005, the Court issued an opinion granting preliminary approval of the settlement.  If the settlement is not finally approved, this action may divert the efforts and attention of our management and, if determined adversely, could have a material impact on our business, financial position, results of operations and cash flows.

We may be required to delay the recognition of revenue until future periods, which could adversely impact our operating results.

We may have to defer revenue recognition due to several factors, including whether:

•we are required to accept extended payment terms;

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•the transaction involves contingent payment terms or fees;

•the transaction involves acceptance criteria or there are identified product-related issues; or

•license agreements include products that are under development or other undelivered elements.

Because of the factors listed above and other specific requirements for software revenue recognition, we must have very precise terms in our license agreements to recognize revenue when we initially deliver our products or perform services.  Negotiation of mutually acceptable terms and conditions can extend the sales cycle, and sometimes we do not obtain terms and conditions that permit revenue recognition at the time of delivery or even as work on the project is completed.

We may have exposure to unforeseen  tax liabilities.

As a multinational corporation, we are subject to income taxes as well as non-income based taxes, in Canada, the United States and various foreign jurisdictions and our tax structure is subject to review by numerous taxation authorities.  Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities.  In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain.  Although we strive to ensure that our tax estimates are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be different from what is reflected in our historical income tax provisions and accruals, and any such differences may materially affect our operating results for the affected period or periods.

We also have exposure to additional non-income tax liabilities.  We are subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in Canada, the United States and various foreign jurisdictions.  We are regularly under audit by tax authorities with respect to these non-income taxes.

Terrorist attacks or hostilities could harm our business.

Actual or threatened terrorist attacks or military actions, and events occurring in response to those developments, may reduce the amount, or delay the timing of, capital expenditures by corporations for information technology.  Accordingly, we cannot be assured that we will be able to increase or maintain our revenue.  In addition, any increase in terrorist activity or escalation of military action may disrupt our operations or the operations of our customers, which could adversely affect our business, financial condition or operating results.

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Legislative actions, higher insurance costs and potential new accounting pronouncements may affect our future financial position and results of operations.

To comply with the Sarbanes-Oxley Act of 2002 (“SOXA”), as well as recent changes to stock exchange standards, we may be required to hire additional personnel and make additional investment in our infrastructure.  We are utilizing more outside legal, accounting and advisory services than in the past.  As a result of the foregoing, our general and administrative costs will increase.  Insurers may increase premiums as a result of high claims rates experienced by them over the past year, and so our future premiums for our various insurance policies, including our directors’ and officers’ insurance policies, could be subject to increase.  Proposed changes in the accounting rules could materially increase the expenses that we report under generally accepted accounting principles and adversely affect our operating results.

Currently, we qualify as a “foreign private issuer” for U.S. federal securities law purposes. “Foreign private issuers” need to comply with the requirements of SOXA 404, and certain other requirements under SOXA, for all fiscal years ending after July 15, 2006.  As a result, if we continue to qualify as a “foreign private issuer” we will first be required to comply with Section 404 and certain other SOXA requirements for the first time in respect of our fiscal year ending April 30, 2007.  If, for any reason, we do not continue to qualify as a “foreign private issuer” through April 30, 2006 because, among other possible reasons, the percentage of our voting securities owned by residents of the United States exceeds 50%, we will need to comply with these requirements for the first time in respect of our current fiscal year.  In conjunction with the Section 404 requirements that management report on the effectiveness of our internal control over financial reporting and identify any material weaknesses in our internal control over financial reporting, we are engaged in an ongoing process to document, evaluate and test our disclosure controls and procedures, including corrections to existing controls and additional controls and procedures that we may implement. Although we have committed and are continuing to commit significant human and other resources to the SOXA compliance effort, we can make no assurance that we will be able to complete the SOXA 404 process or otherwise fully comply with the requirements under SOXA prior to, or for any fiscal period ending prior to, April 30, 2007.  Any unfavorable Section 404 report or other report disclosing our failure to meet the requirements of SOXA could undermine investor confidence and the value of our stock and subject us to possible litigation.

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EX-99.3

Exhibit 99.3

Form 52-109F2 - Certification of Interim Filings

I, Donna de Winter, Chief Financial Officer of Geac Computer Corporation Limited, certify that:

1.I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Geac Computer Corporation Limited (the issuer) for the interim period ending July 31, 2005;

2.Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

a.designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

b.designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: September 9, 2005

/s/ Donna de Winter

Donna de Winter

Chief Financial Officer

Geac Computer Corporation Limited

EX-99.4

Exhibit 99.4

Form 52-109F2 - Certification of Interim Filings

I, Charles S. Jones, President and Chief Executive Officer of Geac Computer Corporation Limited, certify that:

6.I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Geac Computer Corporation Limited (the issuer) for the interim period ending July 31, 2005;

7.Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

8.Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

9.The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

a.designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

b.designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

10.I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: September 9, 2005

/s/ Charles S. Jones

Charles S. Jones

President and Chief Executive Officer

Geac Computer Corporation Limited