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: December 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):     

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      

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

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  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 December 7, 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 December 7, 2005, containing its quarterly financial results for the fiscal quarter ending October 31, 2005, a copy of which is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

On December 7, 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 October 31, 2005, a copy of which is attached as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K.

On December 7, 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 December 7, 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: December 8, 2005

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EXHIBIT INDEX

Number	Title
99.1	Press Release issued on December 7, 2005
99.2	Management Discussion and Analysis filed with SEDAR on December 7, 2005
99.3	Certification of Interim Filings of Ms. Donna de Winter, Senior Vice President and Chief Financial Officer, dated December 7, 2005
99.4	Certification of Interim Filings of Mr. Charles S. Jones, President and Chief Executive Officer, dated December 7, 2005

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EX-99.1

Exhibit 99.1

News Release

GEAC ANNOUNCES FISCAL YEAR 2006 SECOND QUARTER RESULTS

MARKHAM; Ontario and WALTHAM, Massachusetts – December 7, 2005 – Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC), a global enterprise software company dedicated to addressing the needs of CFOs, today announced its second quarter financial results for the quarter ended October 31, 2005.

Note to readers:  As a result of the sale of the Interealty business on October 1, 2005, the results of the operations of Interealty have been reflected as discontinued operations and have not been included in Geac’s results of continuing operations for the second quarter of fiscal year (FY) 2006 and comparative periods.  Geac’s net earnings for the second quarter of FY 2006, which include net earnings from discontinued operations, were $33.2 million, or $0.37 per diluted share.  All references to dollars are to U.S. dollars unless otherwise noted.

Second Quarter Financial and Other Highlights

•Signed definitive agreement with Golden Gate Capital for the sale of the Company for approximately $1.0 billion, or $11.10 per share in cash.

•Software license revenue increased 26.1% over Q2 FY 2005, and a 46.2% improvement over Q1 FY 2006.

•24.1% of software license revenue in Q2 FY 2006 came from the sale of new internally developed Geac products.

•Gross profit margin improved to 66.2% in Q2 FY 2006 from 62.4% in Q1 FY 2006 and from 65.2% in Q2 FY 2005.

•EPS of $0.37 per diluted share, a 117.6% increase over same quarter last year (including the gain on sale of and net earnings from the Interealty business).

•$226.5 million in cash on the balance sheet as of October 31, 2005.

•Number of contracts closed increased from 315 in Q1 FY 2006 to 340 in Q2 FY 2006 in the Enterprise Applications Systems (EAS) business segment.

•Increased average deal size of deals in excess of $150,000 to $294,000 from $284,000 in Q1 FY 2006 and from $266,000 in Q2 FY 2005.

•Sold Interealty business, a non-strategic business unit, for approximately $36.3 million in cash.

US$ thousands	Q2 FY 2006		Q2 FY 2005
Software License Revenue	18,866		14,962
Support & Professional Services Revenue	81,810		83,036
Hardware Revenue	2,511		2,476
Total Revenue	103,187		100,474
Net Earnings	33,186		15,204
Net Earnings per Diluted Share (not in thousands):
Continuing Operations	$	0.12	$	0.17
Discontinued Operations	$	0.25	$	—
Total Diluted EPS	$	0.37	$	0.17

Geac reported revenue in the second quarter of FY 2006 of $103.2 million, an increase of $2.7 million compared to $100.5 million in revenue in the second quarter of FY 2005.  Software license revenue totaled $18.9 million in the second quarter, a 26.1% increase over the same quarter last year when software license revenue totaled $15.0 million, and a 46.2% increase over license revenue in the first quarter of FY 2006, when software license revenue was $13.0 million.  The Company’s net earnings from continuing and discontinued operations were $33.2 million during the second quarter of FY 2006, or $0.37 per diluted share, compared with $15.2 million, or $0.17 per diluted share in the second quarter of FY 2005, a net earnings increase of 118.3% and a diluted EPS increase of 117.6%.  This was comprised of $22.1 million, or $0.25 per diluted share, from discontinued operations (net of taxes), and $11.1 million, or $0.12 per diluted share, from continuing operations.  In the second quarter of FY 2006, the gross profit margin increased to 66.2% of revenue from 65.2% in the second quarter of last year.

In the second quarter, Geac sold its Interealty business for $36.3 million, resulting in a $21.3 million after-tax gain in the second quarter of FY 2006.  The sale of Interealty is an example of Geac’s ability to turn around challenged businesses and achieve value for non-strategic assets.

Charles S. Jones, President and Chief Executive Officer said, “In the second quarter, we were most pleased to see particularly strong increases in our software license revenue with notable contributions from nearly all of our ERP and Performance Management product lines, which benefited not only from

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an increased number of deals, but also from an increase in the average size of contracts in excess of $150,000.  New customers were responsible for approximately 24.2% of our software license sales in the quarter.  Of equal importance, organic growth trends in some areas of our business continue, as internally developed new products designed to extend the value of existing solutions contributed 24% to our overall software license revenue in the second quarter.  Among the larger contracts closed in the second quarter, we were able to finalize one transaction in excess of $1 million, representing some of the spillover to which we referred in the first quarter results discussion in September.”

Mr. Jones continued, “Overall, our business continues to perform well in what has proven to be an increasingly competitive software market environment.  We are extremely enthusiastic about the agreement we announced last month regarding the sale of Geac to Golden Gate Capital for approximately $1 billion pursuant to a plan of arrangement.  This is expected to provide our many product families with the advantage of size and scale as our industry continues to consolidate.  We believe Golden Gate’s product integration strategy, commitment to support our existing product lines and available resources will provide a long-term future for our business and will benefit our customers and employees.”

Operating expenses were $53.0 million in the second quarter of FY 2006, compared to $46.0 million the second quarter of FY 2005.  Operating expenses were impacted most dramatically by an increase in net restructuring and other unusual items related to non-routine events in the second quarter.  These included $2.5 million in proxy contest expenses and $1.7 million in write-offs related to the termination of the Wells Fargo Foothill credit facility.  In addition, general and administrative costs increased in the quarter as compared to last year due to increased expenses of an aggregate $3.1 million related to stock-based compensation, Sarbanes-Oxley compliance and the pursuit of acquisitions.

“Unusual items and G&A expenses in the second quarter had a demonstrable impact on net earnings.  Without the costs associated with our recent acquisition activity of approximately $1.5 million, the proxy contest of approximately $2.5 million and certain write-offs with respect to our previous credit facility of approximately $1.7 million, Geac’s earnings from continuing operations would have been $21.0 million, a notable 7.7% increase over the same quarter of our last fiscal year,” said Donna de Winter, Chief Financial Officer. “We continue to build a very strong cash position.  At the end of the

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second quarter of FY 2006 cash on Geac’s balance sheet was $226.5 million, an 86.0% increase in the cash position of $121.8 million at the close of the second quarter of FY 2005.”

Customers

In the second quarter of FY 2006, Geac closed approximately 340 deals in the Enterprise Applications Systems (EAS) segment of the business.  Thirty-six of these deals each exceeded $150,000, compared to 19 in excess of $150,000 in the first quarter of FY 2006, and the average deal size within this group was more than $294,000, up from the average deal size of $284,000 in first quarter of FY 2006. Contract metrics in the second quarter of FY 2006 were also strong compared to the same quarter last year, in which 21 deals exceeded $150,000 and the average deal size was approximately $266,000.  Of the 340 contracts closed in the EAS segment in the second quarter of FY 2006, approximately 50 contracts were with net new customers, reflecting an increase in the number of new customers as a percentage of total contracts over the previous quarter.

Among the significant EAS deals entered into during the second quarter, Geac signed contracts with the following companies:

MPC

CCH, a Wolters Kluwer business and a leading provider of tax and accounting information, software, and services; Fiserv, the largest provider of information management solutions to the U.S. financial industry and parent company of Geac partner IPS-Sendero; PTT Exploration and Production Public Company Limited, an energy company in Thailand; VF Corporation, whose principal brands include Wrangler^®, Lee^®, The North Face^®, Nautica^®,  and Vanity Fair^®, and who is a leader in branded apparel; and Worldspan, a leader in travel technology services for travel suppliers, travel agencies, e-commerce sites, and corporations worldwide.

System21

Sandvik AB, the world’s leading supplier of drilling, excavation, crushing and screening machinery, equipment, and tools for the mining and construction industries; Stearns Inc., the world’s leading supplier of personal flotation devices; and Westcoast Ltd., distributor of computer products for consumers and professionals.

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RunTime

Esprit, an international clothing designer and manufacturer; and WE Netherlands B.V., a fashion chain.

Enterprise Server and Expense Management

Gloucestershire NHS Health Community, provider of a comprehensive range of acute, mental health, and community services, along with primary care services to the population of Gloucestershire and parts of neighbouring counties; ICT Service Coöperatie Politie, Justitie en Veiligheid, the Dutch police; and Worldspan.

Concluding Remarks

“I am grateful for the continuing efforts of our employees wordwide, the support of our loyal customers and the ongoing, steadfast commitment of our shareholders during the dynamic five-years that I have been with Geac as its Chairman and then President and Chief Executive Officer.  In the past five years, our employees, customers and shareholders have all contributed immensely to the long-term success of this business, and we have the track record and metrics to show it. Validating the success of our many growth initiatives, Geac’s share price, in US dollar terms, has increased by nearly 276.8% over the past five years.  The transformation of Geac has resulted in increased opportunity for our employees and enhanced functionality and support for our customers, which in turn generated the opportunity for a particularly strong return for our shareholders with the prospect of the Golden Gate acquisition in the coming months.  We continue to work with Golden Gate Capital toward closing the transaction on or before March 16, 2006.  We have satisfied the condition precedent included in the debt financing commitment letters and referenced in the Arrangement Agreement relating to our adjusted EBITDA for the twelve-month period ended October 31, 2005.  We expect to complete the submission of all required regulatory filings shortly, and to provide shareholders on or about December 16, 2005 with a Management Information Circular with respect to the Special Meeting of the shareholders to consider approval of the plan of arrangement scheduled to be held on January 19, 2006,” concluded Mr. Jones.

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For a more in-depth analysis of these financial results and other matters discussed in this Press Release, 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.  This document will be posted on our website at http://www.geac.com later today.

Earnings Call

Charles S. Jones, President and CEO of Geac, will provide a brief overview of the results and respond to questions on a conference call scheduled for 9:00 a.m. Eastern Time on December 8, 2005.

Listeners can access the conference call at 416.340.2216 / 866.898.9626, or via webcast at http://www.investors.geac.com.  Attendees should consider logging in at least 15 minutes prior to the call.

A replay of the conference call will be available from December 8, 2005 at 10:00 a.m. Eastern Time until January 8, 2006, 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 3169939#.

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 are successful in consummating the transaction with Golden Gate or successfully mitigate the adverse impact to Geac’s business if the transaction fails to close; 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

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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:

Donna de Winter

Chief Financial Officer

Geac

905.475.0525 ext. 3204

donna.dewinter@geac.com

Investor and Media Contact:

Alys Scott

Vice President, Corporate Communications

Geac

781.672.5980

alys.scott@geac.com

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Geac Computer Corporation Limited

Consolidated Balance Sheets

As at October 31, 2005 and April 30, 2005

(Unaudited)

(amounts in thousands of U.S. dollars)

	October 31, 2005			April 30, 2005
				(revised – see note 2)
Assets
Current assets:
Cash and cash equivalents	$	226,453		$	188,134
Restricted cash	2,516			4,808
Accounts receivable and other receivables	37,367			46,922
Unbilled receivables	8,399			8,186
Future income taxes	7,350			8,292
Prepaid expenses and other assets	5,332			7,986
Current assets related to discontinued operations (note 9)	376			2,097
Total current assets	287,793			266,425
Restricted cash	2,800			3,039
Future income taxes	20,179			33,529
Property, plant and equipment	20,170			20,882
Intangible assets	19,238			23,841
Goodwill(note 4)	109,255			110,142
Other assets	6,107			6,045
Long-term assets related to discontinued operations (note 9)	—			2,263
Total assets	$	465,542		$	466,166
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	59,118		$	71,528
Income taxes payable	26,102			22,997
Current portion of long-term debt	409			424
Deferred revenue	80,465			110,493
Current liabilities related to discontinued operations (note 9)	376			3,957
Total current liabilities	166,470			209,399
Deferred revenue	1,804			2,058
Employee future benefits	22,490			26,334
Asset retirement obligations (note 6)	1,221			1,678
Accrued restructuring (note 7)	898			1,769
Long-term debt	4,163			4,630
Total liabilities	197,046			245,868
Shareholders’ Equity
Common shares; no par value; unlimited shares authorized; issued and outstanding as at October 31, 2005 – 87,317,871 (April 30, 2005 – 86,377,012)	137,827			131,445
Common shares purchased as at October 31, 2005 – 1,390,112 (April 30, 2005 – 816,598) (note 10)	(11,775		)	(6,979		)
Common stock options	12			12
Contributed surplus	12,025			6,353
Retained earnings	156,017			111,541
Cumulative foreign exchange translation adjustment	(25,610		)	(22,074		)
Total shareholders’ equity	268,496			220,298
Total liabilities and shareholders’ equity	$	465,542		$	466,166

Commitments and contingencies (note 12)

See accompanying notes

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Geac Computer Corporation Limited

Consolidated Statements of Earnings

(Unaudited)

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

	Three months ended October 31						Six months ended October 31
	2005			2004			2005			2004
				(revised - see note 2)						(revised - see note 2)
Revenue:
Software	$	18,866		$	14,962		$	31,771		$	30,363
Support and services	81,810			83,036			162,399			166,732
Hardware	2,511			2,476			6,293			4,379
Total revenue	103,187			100,474			200,463			201,474
Cost of revenue:
Costs of software	2,221			1,929			4,103			3,405
Costs of support and services	30,810			31,130			62,003			61,826
Costs of hardware	1,881			1,877			5,357			3,413
Total cost of revenue	34,912			34,936			71,463			68,644
Gross profit	68,275			65,538			129,000			132,830
Operating expenses:
Sales and marketing	18,003			17,201			36,932			35,040
Research and development	12,982			13,371			27,330			27,275
General and administrative	15,722			13,522			26,610			27,602
Net restructuring and other unusual items (note 7)	4,202			(367		)	4,169			(1,020		)
Amortization of intangible assets	2,050			2,290			4,344			4,536
Total operating expenses	52,959			46,017			99,385			93,433
Earnings from continuing operations	15,316			19,521			29,615			39,397
Interest income	1,888			674			3,436			1,176
Interest expense	(190		)	(368		)	(564		)	(756		)
Other income, net	26			722			605			244
Earnings from continuing operations before income taxes	17,040			20,549			33,092			40,061
Income taxes	5,935			5,982			11,820			12,433
Net earnings from continuing operations	11,105			14,567			21,272			27,628
Discontinued operations, net of income taxes (note 9)	22,081			637			23,204			1,088
Net earnings	$	33,186		$	15,204		$	44,476		$	28,716
Net earnings per share basic (note 11):
Continuing operations	$	0.13		$	0.17		$	0.25		$	0.32
Discontinued operations	$	0.26		$	0.01		$	0.27		$	0.02
Net earnings per share	$	0.39		$	0.18		$	0.52		$	0.34
Net earnings per share diluted (note 11):
Continuing operations	$	0.12		$	0.17		$	0.24		$	0.32
Discontinued operations	$	0.25		$	—		$	0.26		$	0.01
Net earnings per share	$	0.37		$	0.17		$	0.50		$	0.33

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Geac Computer Corporation Limited

Consolidated Statement of Shareholders’ Equity

For the six months ended October 31, 2005 and the year ended April 30, 2005

(Unaudited)

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

	Share capital
	Common Shares (‘000s)	Amount		Common Shares Purchased (‘000s)	Amount				Common Stock Options				Contributed Surplus				Retained Earnings			Cumulative Foreign Exchange Translation Adjustment			Total Shareholders’ Equity
Balance – April 30, 2004	85,175	$	124,019	—	$		—		$	44			$	2,368			$		34,517	$	(24,877	)	$	136,071
Issuance of common stock for cash	443	2,125		—	—				—				—				—			—			2,125
Exercise of stock options granted in connection with acquisition of Extensity	—	28		—	—				(28			)	—				—			—			—
Stock-based compensation (note 10)	—	—		—	—				—				1,896				—			—			1,896
Exercise of stock option	—	320		—	—				—				(320			)	—			—			—
Employee stock purchase plan (note 10)	—	260		—	—				—				(260			)	—			—			—
Net earnings	—	—		—	—				—				—				28,716			—			28,716
Foreign exchange translation adjustment	—	—		—	—				—				—				—			3,126			3,126
Balance – October 31, 2004	85,618	126,752		—	—				16				3,684				63,233			(21,751		)	171,934
Issuance of common stock for cash	759	3,642		—	—				—				—				—			—			3,642
Exercise of stock options granted in connection with acquisition of Extensity	—	4		—	—				(4			)	—				—			—			—
Stock-based compensation (note 10)	—	—		—	—				—				2,222				—			—			2,222
Exercise of stock options	—	823		—	—				—				(823			)	—			—			—
Employee stock purchase plan (note 10)	—	224		—	—				—				(224			)	—			—			—
Restricted share unit plan (note 10)	—	—		—	—				—				—				—			—			—
Stock-based compensation expense	—	—		—	—				—				1,494				—			—			1,494
Purchase of common shares for cash	—	—		817	(6,979			)	—				—				—			—			(6,979		)
Net earnings	—	—		—	—				—				—				48,308			—			48,308
Foreign exchange translation adjustment	—	—		—	—				—				—				—			(323		)	(323		)
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	941	5,030		—	—				—				—				—			—			5,030
Stock-based compensation (note 10)	—	—		—	—				—				2,123				—			—			2,123
Exercise of stock options	—	1,109		—	—				—				(1,109			)	—			—			—
Employee stock purchase plan (note 10)	—	243		—	—				—				(243			)	—			—			—
Tax impact of exercise of stock options	—	—		—	—				—				1,261				—			—			1,261
Restricted share unit plan (note 10)
Stock-based compensation expense	—	—		—	—				—				3,640				—			—			3,640
Purchase of common shares for cash	—	—		573	(4,796			)	—				—				—			—			(4,796		)
Net earnings	—	—		—	—				—				—				44,476			—			44,476
Foreign exchange translation adjustment	—	—		—	—				—				—				—			(3,536		)	(3,536		)
Balance – October 31, 2005	87,318	$	137,827	1,390	$	(11,775		)	$		12		$		12,025		$	156,017		$	(25,610	)	$	268,496

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)

	Three months ended October 31						Six months ended October 31
	2005			2004			2005			2004
				(revised - see note 2)						(revised - see note 2)
Cash flows from operating activities
Net earnings for the period	$	33,186		$	15,204		$	44,476		$	28,716
Net earnings for the period from discontinued operations	22,081			637			23,204			1,088
Net earnings for the period from continuing operations	11,105			14,567			21,272			27,628
Less: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	987			1,367			2,032			2,782
Amortization of intangible assets	2,050			2,290			4,344			4,536
Amortization of deferred financing costs	87			235			323			471
Stock-based compensation	2,841			1,018			5,747			2,120
Employee future benefits	232			220			470			445
Future income tax expense	4,477			4,507			7,994			9,101
Accrued liabilities and interest write off	1,042			(366		)	1,009			(1,027		)
Other	(51		)	(59		)	(98		)	(54		)
Changes in operating assets and liabilities (note 3)	(21,821		)	(21,612		)	(34,839		)	(41,648		)
Net cash provided by operating activities from continuing operations	949			2,167			8,254			4,354
Net cash provided by operating activities from discontinued operations	834			785			1,525			794
Net cash provided by operating activities	1,783			2,952			9,779			5,148
Cash flows from investing activities
Proceeds from divestiture of Interealty, net of cash divested	36,292			—			36,292			—
Purchases of investments	—			—			—			(4,525		)
Sales of investments	—			—			—			31,025
Additions to property, plant and equipment	(1,203		)	(573		)	(2,151		)	(937		)
Disposals of property, plant and equipment	9			7			27			152
Change in restricted cash	(2,254		)	(12		)	2,334			(486		)
Net cash provided by (used in) investing activities from continuing operations	32,844			(578		)	36,502			25,229
Net cash used ininvesting activities from discontinued operations	(495		)	(348		)	(609		)	(674		)
Net cash provided by (used in) investing activities	32,349			(926		)	35,893			24,555
Cash flows from financing activities
Additions of other assets	(1,974		)	—			(1,974		)	—
Issue of common shares	2,170			666			5,030			2,125
Purchase of common shares	—			—			(4,796		)	—
Repayment of long-term debt	(106		)	(117		)	(212		)	(227		)
Net cash provided by (used in) financing activities from continuing operations	90			549			(1,952		)	1,898
Effect of exchange rate changes on cash and cash equivalents	107			3,176			(5,401		)	4,162
Cash and cash equivalents
Net increase in cash and cash equivalents	34,329			5,751			38,319			35,763
Cash and cash equivalents - beginning of period	192,124			116,062			188,134			86,050
Cash and cash equivalents - end of period	$	226,453		$	121,813		$	226,453		$	121,813

See accompanying notes

11

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 (“Canadian GAAP”) for interim financial statements.  Accordingly, these unaudited financial statements do not include certain disclosures normally included in annual financial statements prepared in accordance with such principles.  These unaudited 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.Revisions to comparative figures

Discontinued operations

On October 1, 2005, the Company sold substantially all the assets of its Interealty business, the business within Geac that provides Web-based MLS systems to realtors in North America, to First American Corporation.  The assets and liabilities and the results of operations and cash flows for Interealty have been reported separately as discontinued operations in the consolidated balance sheet and the consolidated statements of earnings and cash flows.  Comparative figures for the three and six months ended October 31, 2004 have been reclassified in order to conform to this presentation.

Reclassification of investments

The Company has adjusted its consolidated statements of cash flows for the six months ended October 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.

12

3.Changes in operating assets and liabilities from continuing operations

Changes in operating assets and liabilities were as follows:

	Three months ended October 31,						Six months ended October 31,
	2005			2004			2005			2004
				(revised – see note 2)						(revised – see note 2)
Changes in operating assets and liabilities:
Accounts receivable and other receivables	$	(1,831	)	$	3,791		$	5,919		$	12,496
Prepaid expenses and other assets	858			165			2,829			306
Accounts payable and accrued liabilities	5,050			1,628			(10,828		)	(10,229		)
Accrued restructuring	(261		)	(4,480		)	(872		)	(7,569		)
Employee future benefits	(374		)	(571		)	(2,379		)	(406		)
Asset retirement obligation	(27		)	131			(292		)	160
Income taxes payable	(3,617		)	(479		)	(2,482		)	230
Deferred revenue	(21,290		)	(21,912		)	(26,464		)	(36,773		)
Other	(329		)	115			(270		)	137
Total changes in operating assets and liabilities	$	(21,821	)	$	(21,612	)	$	(34,839	)	$	(41,648	)

4.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
Foreign exchange impact	310
Goodwill balance, October 31, 2005	$	109,255

5.Employee future benefits

The Company recorded employee future benefit expenses as follows:

	Three months ended October 31,				Six months ended October 31,
	2005		2004		2005		2004
Defined contribution pension plans	$	441	$	508	$	911	$	1,158
Defined benefit pension plan	232		220		470		445
	$	673	$	728	$	1,381	$	1,603

13

6.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 six months ended October 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
Additions to the obligations	98
Accretion charges	22
Payments	(27		)
Amounts released due to settlements	(79		)
Foreign exchange impact	(64		)
Asset retirement obligations balance, October 31, 2005	$	1,221

7.Net restructuring and other unusual items

The expense (recovery) in net restructuring and other unusual items was comprised of the following:

	Three months ended October 31,					Six months ended October 31,
	2005		2004			2005		2004
Unusual items	$	4,202	$	—		$	4,169	$	—
Restructuring reversals	—		(367		)	—		(1,020		)
Net restructuring and other unusual items	$	4,202	$	(367	)	$	4,169	$	(1,020	)

Unusual items

For the three months ended October 31, 2005, the Company recorded $4,202 in unusual items.  Of this amount, $1,692 relates to the costs associated with the termination of the Loan Agreement with Wells Fargo Foothill, Inc. (see note 8).  The remaining balance of $2,510 are associated with the proxy contest relating to the election of the Board of Directors.  For the six months ended October 31, 2005, the unusual items balance of $4,169 was substantially comprised of the aforementioned items.

Restructuring expense

For the three months ended October 31, 2004, the net restructuring credit balance of $367 was comprised of the release of previously accrued lease termination costs that are no longer required.  For the six months ended October 31, 2004, the Company recorded a reversal of $1,020, as several smaller restructuring accruals relating to severance amounts and lease termination costs were released to adjust the accruals to match the current estimates of the amounts required.

14

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
Additions to provision	—			248			248
Costs charged against provisions	(648		)	(362		)	(1,010		)
Provision release	—			(13		)	(13		)
Foreign exchange impact	(38		)	(8		)	(46		)
July 31, 2005 provision balance	3,579			403			3,982
Additions to provision	—			206			206
Costs charged against provisions	(570		)	(477		)	(1,047		)
Foreign exchange impact	(7		)	3			(4		)
October 31, 2005 provision balance	$	3,002		$	135		3,137
Less: Current portion							2,239
Long-term portion of restructuring accrual							$	898

During the three and six months ended October 31, 2005, the Company accrued $206 and $454, respectively,  in severance related to the rationalization of the Company’s North American business locations.  Additionally, during the six months ended October 31, 2005 a severance accrual of $13 was released through operations to adjust the accrual to match the current estimates of the amounts required.

As at October 31, 2005, a balance of $135 is remaining for severance, of which the remainder will substantially be paid by the third quarter of fiscal 2007 and will include severance relating to employees from the support and services, development and sales and marketing areas.

The remaining balance for accrued premises restructuring was $3,002 as at October 31, 2005.  Of this balance, the Company has a restructuring liability of approximately $196 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 $1,202 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.

15

8.Credit facility

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 “new Facility”).  The annual interest rate payable on advances under the Facility is, at the Company’s option, the prime rate plus 25 to 75 basis points, or LIBOR plus 125 to 175 basis points.  The fee paid on the unused portion of the new Facility will range between 30 and 45 basis points.

The new Facility replaces the Company’s previous $50 million, fully-secured credit facility with Wells Fargo Foothill, Inc. (the “prior Facility”).   The new Facility is secured only by the common 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.  As of October 31, 2005, none of the new Facility has been utilized.  A balance of $150 million was available to the Company.

Financing costs of $1,960 incurred to close the transaction were recorded as other assets in the second quarter of fiscal 2006 and are being amortized to interest expense on a straight-line basis over the term of the new Facility.  Amortization costs related to this financing was $87 in the quarter ended October 31, 2005.  As of October 31, 2005, the remaining unamortized financing costs were $1,873.  For the six months ended October 31, 2005, interest expense included the amortization of financing costs of $236 related to the  prior Facility and $87 related to the Company’s new Facility.  For the three and six months ended October 31, 2004, amortization related to the financing costs on the prior Facility was $235 and $471, respectively.

Upon termination of the prior Facility on August 11, 2005, the Company expensed to unusual items the remaining unamortized financing costs of $1,042, the termination penalty of $541 and closing costs of $109.

The Company is subject to various customary financial covenants under the new Facility.  The Company was in compliance with all such covenants as at October 31, 2005.

9.Discontinued operations

On October 1, 2005, the Company completed the sale of substantially all the assets of its Interealty business, the business within Geac that provides Web-based MLS systems to realtors in North America, to First American Corporation.  The total consideration received was $36,293.  The Company recorded a pre-tax gain of $33,704 ($21,270 net of income tax), recorded in discontinued operations on the consolidated statement of earnings.

The assets and liabilities and the results of operations and cash flows for Interealty have been reported separately as discontinued operations in the consolidated balance sheet and the consolidated statements of earnings and cash flows.  Comparative figures for the three and six months ended October 31, 2004 have been reclassified in order to conform to this presentation.  The Interealty business was included in the Company’s Industry Specific Applications segment for its segmented reporting.

16

The results of discontinued operations presented in the consolidated statements of operations were as follows:

	Three months ended October 31,				Six months ended October 31,
	2005		2004		2005		2004
Revenue	$	4,564	$	5,956	$	11,010	$	11,824
Cost of revenue	2,274		3,819		5,562		7,582
Gross profit	$	2,290	$	2,137	$	5,448	$	4,242
Earnings from discontinued operations before income tax expense	$	1,237	$	909	$	2,964	$	1,579
Income tax expense	426		272		1,030		491
Net earnings from discontinued operations	811		637		1,934		1,088
Gain on divestiture, net of tax expense of $12,434	21,270		—		21,270		—
Discontinued operations, net of income taxes	$	22,081	$	637	$	23,204	$	1,088

The consolidated balance sheets as at October 31, 2005 and April 30, 2005 include Interealty balances.  A summary of the assets and liabilities related to the Interealty business is as follows:

	October 31, 2005		April 30, 2005
Current assets related to discontinued operations
Cash	$	376	$	108
Prepaid expenses and other assets	—		244
Accounts receivable and other receivables	—		1,745
Total current assets related to discontinued operations	$	376	$	2,097
Long-term assets related to discontinued operations
Property, plant, and equipment	$	—	$	1,123
Other non-current assets	—		111
Future income taxes	—		1,029
Total long-term assets related to discontinued operations	$	—	$	2,263
Current liabilities related to discontinued operations
Accounts payable and accrued liabilities	$	376	$	1,845
Deferred revenue	—		2,112
Total current liabilities related to discontinued operations	$	376	$	3,957

17

10.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 April 30, 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 October 31,						Six months ended October 31,
	2005			2004			2005			2004
Net earnings – as reported	$	33,186		$	15,204		$	44,476		$	28,716
Pro forma stock-based compensation expense, net of income taxes	(76		)	(70		)	(147		)	(252		)
Net earnings – pro forma	$	33,110		$	15,134		$	44,329		$	28,464
Basic net earnings per common share – as reported	$	0.39		$	0.18		$	0.52		$	0.34
Pro forma stock-based compensation expense per common share	—			—			—			—
Basic net earnings per common share – pro forma	$	0.39		$	0.17		$	0.52		$	0.34
Diluted net earnings per common share – as reported	$	0.37		$	0.17		$	0.50		$	0.33
Pro forma stock-based compensation expense per common share	—			—			—			—
Diluted net earnings per common share – pro forma	$	0.37		$	0.17		$	0.50		$	0.33

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

18

For the quarters ended October 31, 2005 and 2004, the Company expensed $979 and $986, respectively, relating to the fair value of stock options granted in fiscal 2004 and 2005.  For the quarter ended October 31, 2005, the Company expensed $119 relating to the fair value of shares issued under the ESPP.  No amount was expensed relating to the fair value of shares issued under the ESPP for the quarter ended October 31, 2004.  For the six months ended October 31, 2005 and 2004, the Company expensed $1,901 and $1,636, respectively, relating to the fair value of stock options granted in fiscal 2004 and 2005 and $222 and $260, respectively, relating to the fair value of shares issued under the ESPP.  Contributed surplus was credited $1,098 and $986 for these awards for the quarters ended October 31, 2005 and 2004, respectively.  For the six months ended October 31, 2005 and 2004, contributed surplus was credited $2,123 and $1,896, respectively, for these awards.  The remaining balance in contributed surplus will be reduced as the stock options are forfeited or exercised.  Contributed surplus was reduced by $119 and $260 for the quarters ended October 31, 2005 and 2004, respectively, relating to shares issued under the ESPP.  For the six months ended October 31, 2005 and 2004, contributed surplus was reduced by $243 and $260, 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 October 31, 2004			Six months ended October 31, 2004
Assumptions – Stock Options
Weighted average risk-free interest rate	4.28		%	4.33		%
Weighted average expected life (in years)	7.0			7.0
Weighted average volatility in the market price of common shares	65.14		%	66.12		%
Weighted average dividend yield	0.00		%	0.00		%
Weighted average grant date fair values of options issued	$	4.38		$	4.45

No options were granted during the three and six months ended October 31, 2005.

	Three months ended October 31,			Six months ended October 31,
	2005			2005			2004
Assumptions – ESPP
Weighted average risk-free interest rate	2.88		%	2.84		%	2.21		%
Weighted average expected life (in months)	6.0			6.0			6.0
Weighted average volatility in the market price of common shares	29.01		%	23.11		%	37.44		%
Weighted average dividend yield	0.00		%	0.00		%	0.00		%
Weighted average grant date fair values of awards or shares issued	$	3.14		$	2.73		$	2.69

19

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 as compensation for the services rendered to the Company as a Board member.  As determined by the Company, units issued under the plan may be payable in cash or common stock.  For the three and six months ended October 31, 2005, the Company had a recovery of $138 and $12, respectively, in general and administrative expense relating to the revaluation of the DSUs.  For the three and six months ended October 31, 2004, the Company expensed $32 and $224, respectively, to general and administrative expense relating to the DSUs.  Accrued liabilities as at October 31, 2005 were debited $138 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 plan 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 October 31, 2005.  As at October 31, 2005, 1,332,250 units were outstanding under the RSU plan.

The common shares for which restricted share units may be exchanged are 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.  Compensation expense related to the Company’s restricted share unit plan was $1,881and $3,640, for the three and six months ended October 31, 2005, respectively.  As of May 5, 2005, all of the 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.

11.Earnings per share

The shares used in the computation of the company’s basic and diluted net earnings per common share were as follows:

	Three months ended October 31,		Six months ended October 31,
	2005	2004	2005	2004
Weighted average number of common shares used in computing basic net earnings per share (‘000s)	85,574	85,521	85,300	85,251
Weighted average number of common shares used in computing diluted net earnings per share (‘000s)	89,424	87,398	89,191	87,372

20

12.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

Activity related to the Company’s legal accruals was as follows:

April 30, 2005 provision balance	$	96
Foreign exchange impact	(8		)
July 31, 2005 provision balance	88
Foreign exchange impact	—
October 31, 2005 provision balance	$	88

Extensity, a subsidiary acquired by Geac in March 2003, is subject to a class action lawsuit, 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 lawsuit has been consolidated with a number of similar class action lawsuits 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.  The settlement is still subject to approval by the Court.

In addition, Geac is subject to various other legal proceedings and claims in the ordinary course of business, arising out of disputes over contracts, alleged torts, intellectual property, real estate and employee relations, among other things.  In the opinion of management, resolution of these matters is not reasonably expected to have a material adverse effect on Geac’s financial position, results of operations or cash flows.  However, a materially adverse outcome with respect to such matters may affect our future financial position, results of operations or cash flows.

21

13.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 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 October 31, 2005						Six months ended October 31, 2005
	EAS		ISA		Total		EAS		ISA		Total
Revenue:
Software	$	16,328	$	2,538	$	18,866	$	27,445	$	4,326	$	31,771
Support and services	68,594		13,216		81,810		136,141		26,258		162,399
Hardware	1,859		652		2,511		5,200		1,093		6,293
Total revenue	$	86,781	$	16,406	$	103,187	$	168,786	$	31,677	$	200,463
Segment contribution	$	23,292	$	3,352	$	26,644	$	38,909	$	2,539	$	41,448
	Three months ended October 31, 2004						Six months ended October 31, 2004
	(revised - see note 2)						(revised - see note 2)
	EAS		ISA		Total		EAS		ISA		Total
Revenue:
Software	$	12,167	$	2,795	$	14,962	$	25,475	$	4,888	$	30,363
Support and services	68,846		14,190		83,036		138,542		28,190		166,732
Hardware	1,749		727		2,476		3,185		1,194		4,379
Total revenue	$	82,762	$	17,712	$	100,474	$	167,202	$	34,272	$	201,474
Segment contribution	$	22,129	$	3,607	$	25,736	$	45,051	$	6,113	$	51,164

For the three and six months ended October 31, 2004, certain general and administrative expenses have been reclassified from corporate expenses to EAS segment expenses to provide a more accurate portrayal of segment contribution.  In addition, the ISA balances exclude the results of Interealty.

22

The reconciliation of segment contribution to earnings from continuing operations before income taxes is as follows:

	Three months ended October 31,						Six months ended October 31,
	2005			2004			2005			2004
				(revised – see note 2)						(revised – see note 2)
Segment contribution	$	26,644		$	25,736		$	41,448		$	51,164
Corporate expenses	(5,076		)	(4,292		)	(3,320		)	(8,251		)
Amortization of intangible assets	(2,050		)	(2,290		)	(4,344		)	(4,536		)
Interest income, net	1,698			306			2,872			420
Other income, net	26			722			605			244
Net restructuring and other unusual items	(4,202		)	367			(4,169		)	1,020
Earnings from continuing operations before income taxes	$	17,040		$	20,549		$	33,092		$	40,061

Geographical information:

	Three months ended October 31,				Six months ended October 31,
	2005		2004		2005		2004
			(revised – see note 2)				(revised – see note 2)
Revenue by geographic location:
Americas	$	50,856	$	47,866	$	96,642	$	96,862
Europe	44,720		43,609		88,518		87,238
Asia	7,611		8,999		15,303		17,344
Total revenue	$	103,187	$	100,474	$	200,463	$	201,474

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14. 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 October 31,						Six months ended October 31,
	2005			2004			2005			2004
				(revised – see note 2)						(revised – see note 2)
Net earnings from continuing operations under Canadian GAAP – as reported	$	11,105		$	14,567		$	21,272		$	27,628
Adjustments:
Stock-based compensation (a)	—			(14		)	—			(26		)
Write off and amortization of intellectual property capitalized under Canadian GAAP in connection with the Comshare acquisition (b)	75			75			150			150
Income taxes (c)	(30		)	(30		)	(60		)	(60		)
Net earnings from continuing operations under U.S. GAAP	11,150			14,598			21,362			27,692
Discontinued operations, net of income taxes	22,081			637			23,204			1,088
Net earnings under U.S. GAAP	33,231			15,235			44,566			28,780
Other comprehensive income:
Foreign currency translation adjustment	(78		)	2,530			(3,421		)	3,008
Comprehensive income under U.S. GAAP	$	33,153		$	17,765		$	41,145		$	31,788
Net earnings per share from continuing operations under U.S. GAAP:
Basic net earnings per common share	$	0.13		$	0.17		$	0.25		$	0.32
Diluted net earnings per common share	$	0.12		$	0.17		$	0.24		$	0.32
Net earnings per share from discontinued operations under U.S. GAAP:
Basic net earnings per common share	$	0.26		$	0.01		$	0.27		$	0.02
Diluted net earnings per common share	$	0.25		$	—		$	0.26		$	0.01
Net earnings per share under U.S. GAAP:
Basic net earnings per common share	$	0.39		$	0.18		$	0.52		$	0.34
Diluted net earnings per common share	$	0.37		$	0.17		$	0.50		$	0.33
Weighted average number of common shares used in computing basic net earnings per share (‘000s)	85,574			85,521			85,300			85,251
Weighted average number of common shares used in computing diluted net earnings per share (‘000s)	89,424			87,398			89,191			87,372

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Stock-based compensation

a)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 granted on or after May 1, 2003 to both employees and non-employees.  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, no GAAP difference exists for stock-based compensation and awards granted in fiscal 2004 and thereafter.

In fiscal 2003 and prior periods, the Company did not recognize any stock-based compensation cost under Canadian GAAP.  For U.S. GAAP, the Company elected to measure stock-based 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.

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 October 31,						Six months ended October 31,
	2005			2004			2005			2004
Net earnings under U.S. GAAP – as reported above	$	33,231		$	15,235		$	44,566		$	28,780
Pro forma stock-based compensation expense, net of tax	(234		)	(218		)	(476		)	(570		)
Net earnings – pro forma	$	32,997		$	15,017		$	44,090		$	28,210
Basic net earnings per common share under U.S. GAAP – as reported above	$	0.39		$	0.18		$	0.52		$	0.34
Pro forma stock-based compensation expense per common share	—			—			—			(0.01		)
Basic net earnings per common share – pro forma	$	0.39		$	0.18		$	0.52		$	0.33
Diluted net earnings per share under U.S. GAAP – as reported above	$	0.37		$	0.17		$	0.50		$	0.33
Pro forma stock-based compensation expense per common share	—			—			(0.01		)	(0.01		)
Diluted net earnings per common share – pro forma	$	0.37		$	0.17		$	0.49		$	0.32

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Fair values

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 $18,380 (April 30, 2005 - $22,833) and the value of the Company’s long-term future income tax assets would be $20,512 (April 30, 2005 - $34,961).

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 $92,062 (April 30, 2005 - $92,835).

c)Income taxes

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

15.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.

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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 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 was adopted by the Company in the second quarter of fiscal 2006, beginning on August 1, 2005.  The adoption of Statement 153 had no effect on its consolidated financial position, results of operations or cash flows.

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Accounting Changes and Error Corrections

On June 7, 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Statement 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles required recognition of a cumulative effect adjustment within net income of the period of the change. Statement 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Statement 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the Statement does not change the transition provisions of any existing accounting pronouncements. We do not believe adoption of Statement 154 will have a material effect on our consolidated financial position, results of operations or cash flows.

Amortization Period for Leasehold Improvements

On June 29, 2005, the FASB ratified the EITF’s Issue No. 05-06, Determining the Amortization Period for Leasehold Improvements. Issue 05-06 provides that the amortization period used for leasehold improvements acquired in a business combination or purchased after the inception of a lease be the shorter of (a) the useful life of the assets or (b) a term that includes required lease periods and renewals that are reasonably assured upon the acquisition or the purchase. The provisions of Issue 05-06 are effective on a prospective basis for leasehold improvements purchased or acquired in reporting periods beginning after board ratification (June 29, 2005).  We do not believe the adoption of Issue 05-06 will have a material effect on our consolidated financial position, results of operations or cash flows.

16.Subsequent event

On November 7, 2005, the Company announced that it reached a definitive agreement (“the Agreement”) with Golden Gate Capital, for Golden Gate Capital to acquire Geac in an all-cash transaction valued at $11.10 per share, or approximately $1.0 billion, pursuant to a plan of arrangement. Both parties anticipate closing the transaction in the first calendar quarter of 2006.   The closing is subject to certain customary closing conditions, including receipt of required regulatory approvals and Geac shareholder and court approval of the plan of arrangement.

Under terms specified in the Agreement, Geac or Golden Gate Capital may terminate the Agreement, and as a result either Geac or Golden Gate Capital will be required to pay a $25 million termination fee to the other party.  Either Geac or Golden Gate Capital may terminate the Agreement if the acquisition has not closed by March 16, 2006, as long as the terminating party has not caused the delay in closing by not complying with a term of the Agreement.

17.Reclassification of 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 November 30, 2005 should be read in conjunction with the unaudited consolidated financial statements and notes as at and, for the three- and six- month periods ended October 31, 2005 and the audited 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 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 future financial performance or results and the Golden Gate Transaction (as defined below). 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 and occurrences 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 14 to our consolidated financial statements as at and for the quarter ended October 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 87,320,871 common shares issued and outstanding on November 30, 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, construction, property management, restaurants and public safety marketplaces, including integrated EAS products for certain of these vertical markets.  On October 1, 2005, we sold substantially all of the assets of our Interealty business, which historically has been reported within the ISA segment.  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 14,200 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.  We are headquartered in Waltham, Massachusetts, with our registered office in Markham, Ontario.  We employ approximately 1,950 people globally, with approximately 17% in sales and marketing,

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47% in support and services, 22% in product development and 14% in general and administrative positions.

On November 6, 2005, we reached a definitive agreement with affiliates of Golden Gate Capital (“Golden Gate”), for Golden Gate to acquire Geac in an all-cash transaction valued at $11.10 per share, or approximately $1.0 billion, pursuant to a plan of arrangement under the Canada Business Corporation Act (the “Golden Gate Transaction”). The closing is subject to certain customary closing conditions, including receipt of required regulatory approvals and Geac shareholder and court approval of the plan of arrangement.  The Company expects to provide its shareholders with a Management Information Circular with respect to the Special Meeting of the shareholders called to consider approval of the plan of arrangement on or about December 16, 2005.  The Special Meeting is expected to be held on January 19, 2006 and the plan of arrangement is expected to close on or before March 16, 2006.

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 – As evidenced by the Golden Gate Transaction, 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 acquire or partner with businesses having offerings that expand and complement our own, as well as continue to develop and introduce, in a timely and cost-effective manner, new products, product features and services.

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

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whether implementing a technology solution will meet the current business requirements, including regulatory compliance, while generating a prescribed payback.

Geac Growth Strategy

In August 2003 we implemented a three-pronged growth strategy.  The first objective of this strategy was to reduce the rate of support revenue decline, which traditionally has represented the largest component of our total revenue (support revenue represented approximately 56% of our total revenue in the second quarter of FY 2006).  The second objective was to develop internally new products that could be sold to existing and net new customers.  The third objective was to acquire and sell new products through strategic partnerships and acquisitions.  To execute this growth strategy, we launched a “value for maintenance” program that was effective at reducing the support revenue attrition rate in our largest business, developed a number of new products and enhanced existing products that generated a significant amount of organic revenue growth, and provided connectivity software for back office systems so they could access performance management data.

Between August 2003 and December 2004, we also identified and evaluated several potential acquisition candidates.  In an attempt to accelerate this process, in December 2004 we formally engaged a financial advisor to assist in sourcing and evaluating various acquisition candidates.  However, we continued to find it challenging to identify acquisitions within acceptable investment parameters given the relatively high valuations of acquisitions in the enterprise software market.

As a result of our inability to identify acquisitions satisfying its investment parameters, the Board of Directors conducted a detailed strategy review in January, 2005 and directed management to expand the mandate of our financial advisor to include examining a possible sale of Geac, while at the same time continuing to evaluate possible acquisitions.  This ultimately resulted in the Golden Gate Transaction.

During the second quarter of FY 2006, we continued to pursue acquisition candidates having complementary products that could drive growth through expansion of our client base or extensions of our product suite.  These included acquisitions targeted at expanding our BPM 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.

As a result of the Golden Gate Transaction, we have deemphasized our focus on acquisition activities.  However, we will continue to make investments in research and development as we continue to see returns on these investments which are evidenced by the continued software license revenue generated each quarter related to new products we have developed.  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.  Overall sales of new products that were internally developed in FY 2005 contributed approximately 24% of our software license revenue

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for the second quarter of FY 2006, a slight decline from 27% in the first quarter of FY 2006.

We believe that by continuing to “Build, Buy and Partner” to execute our growth strategy we may increase software license revenue and decrease support revenue attrition.  We continue to successfully maintain the rate of support revenue attrition of our legacy businesses at less than 10%, excluding the effect of foreign currency exchange rates.  However, we expect that support revenue will continue to decline as customers elect not to renew maintenance contracts.  In the event that the Golden Gate Transaction is not consummated, we expect to continue to execute on our growth strategy and to assess available alternatives at that time.

Results of Operations

Three- and Six-Month Periods Ended October 31, 2005 compared to the Three- and Six-Month Periods Ended October 31, 2004(1)

(all dollar figures in tables are presented in thousands of U.S. dollars, except for per share amounts)

	Three months ended						Six months ended
	October 31,						October 31,
	2005			2004			2005			2004
Total revenue	$	103,187		$	100,474		$	200,463		$	201,474
Total cost of revenue	34,912			34,936			71,463			68,644
Gross profit	68,275			65,538			129,000			132,830
Operating expenses	52,959			46,017			99,385			93,433
Earnings from continuing operations	15,316			19,521			29,615			39,397
Net earnings from continuing operations	11,105			14,567			21,272			27,628
Discontinued operations, net of income taxes	22,081			637			23,204			1,088
Net earnings	33,186			15,204			44,476			28,716
Gross profit margin	66.2		%	65.2		%	64.4		%	65.9		%
Earnings from continuing operations margin	10.8		%	14.5		%	10.6		%	13.7		%
Net earnings per share diluted:
Continuing operations	0.13			0.17			0.24			0.32
Discontinued operations	0.24			0.00			0.26			0.01
Net earnings per share	0.37			0.17			0.50			0.33

(1) As a result of the sale of Interealty on October 1, 2005, the results of the operations of Interealty have been reflected as discontinued operations and have been split out from our results of continuing operations for the three- and six-month periods ended October 31, 2005 and October 31, 2004 described herein.

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On October 1, 2005 we sold substantially all of the assets of our Interealty business for total consideration of approximately $36.3 million.  The results of the operations of Interealty have been reflected as discontinued operations and have been split out from our results of continuing operations for the three- and six-month periods ended October 31, 2005 and October 31, 2004 described herein.  Net earnings from discontinued operations were $22.1 million (which included the gain on the sale of the Interealty business, net of income taxes, of $21.3 million) in the second quarter of FY 2006, compared to $0.6 million in the second quarter of FY 2005.  For the six months ended October 31, 2005, we had net earnings from discontinued operations of $23.2 million (which included the gain on the sale of the Interealty business, net of income taxes, of $21.3 million) compared to $1.1 million for the six months ended October 31, 2004.

Total revenue for the second quarter of FY 2006 was $103.2 million, an increase of 2.7%, or $2.7 million, compared to $100.5 million in the second quarter of FY 2005, primarily because of a $3.9 million increase in software license revenue, partially offset by a $1.2 million decline in support and services revenue.  Gross profit margin increased to 66.2% in the second quarter of FY 2006 from 65.2% in the second quarter of FY 2005, as a result of a higher percentage of software revenue in the quarter which has a higher gross profit margin.  Operating expenses increased 15.1%, or $6.9 million, due principally to increases in general and administrative expenses and net restructuring and other unusual items incurred in the second quarter of FY 2006.  Earnings from continuing operations margin decreased to 10.8% in the second quarter of FY 2006 from 14.5% for the second quarter of FY 2005, as a result of the increase of $2.2 million in general and administrative expenses partially attributable to the increase in costs incurred to evaluate potential acquisitions of approximately $1.5 million, and $4.6 million increase in net restructuring and other unusual items.

Total revenue for the six months ended October 31, 2005 was $200.5 million, a decline of 0.5%, or $1.0 million, compared to $201.5 million for the six months ended October 31, 2004.  The decline was due principally to a decrease in support and services revenue, offset by an increase in software and hardware revenue.  Gross profit margin decreased from 65.9% for the six months ended October 31, 2004 to 64.4% for the six months ended October 31, 2005.  This decrease was a result of margin declines in all three revenue categories in the first three months of FY 2006.  Operating expenses increased 6.4%, or $6.0 million, due principally to increases in costs incurred to evaluate potential acquisitions of approximately $1.5 million and higher net restructuring and other unusual items of $4.2 million incurred for the six months ended October 31, 2005, versus a credit of $1.0 million for the same period in the previous year.  Earnings from continuing operations margin decreased from 13.7% for the six months ended October 31, 2004 to 10.6% for the six months ended October 31, 2005 mainly as a result of the increases in operating expenses.

We increased our cash and cash equivalents to $226.4 million at October 31, 2005, from $188.1 million at April 30, 2005.  The increase in cash was attributable principally to the proceeds received from the sale of the Interealty business in the quarter.  We also increased our net cash provided by operating activities, for the six-month period

6

ended October 31, 2005, compared to the same period in the previous fiscal year.  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.

Revenue

									Percentage of total revenue
	Three months ended October 31,				Six months ended October 31,				Three months ended October 31,				Six months ended October 31,
	2005		2004		2005		2004		2005		2004		2005		2004
Software	$	18,866	$	14,962	$	31,771	$	30,363	18.3	%	14.9	%	15.9	%	15.1	%
Support and services	81,810		83,036		162,399		166,732		79.3	%	82.6	%	81.0	%	82.7	%
Hardware	2,511		2,476		6,293		4,379		2.4	%	2.5	%	3.1	%	2.2	%
Total revenues	$	103,187	$	100,474	$	200,463	$	201,474	100.0	%	100.0	%	100.0	%	100.0	%

Total revenue for the second quarter of FY 2006 increased 2.7%, or $2.7 million, to $103.2 million, compared to $100.5 million in the second quarter of FY 2005.  The increase in total revenue was attributable to an increase in software license revenue of 26.1%, or $3.9 million, partially offset by a decline in support and services revenue.  As a percentage of total revenue, software license revenue increased to 18.3% in the second quarter of FY 2006 from 14.9% in the second quarter of FY 2005.  Software license revenue increased, in the second quarter of FY 2006 in part due to a significant increase in transactions completed in August.    Support revenue declined 1.7%, or $1.0 million, for the second quarter of FY 2006, compared to $58.7 million in the second quarter of FY 2005.  The decline was generally attributable to the continued attrition of support revenue from our legacy businesses.  Services revenue declined 0.9%, or $0.2 million, for the second quarter of FY 2006.  Hardware revenue was relatively unchanged at approximately $2.5 million for both the second quarter of FY 2006 and FY 2005.

Total revenue for the six months ended October 31, 2005 and October 31, 2004 was relatively flat.  Software revenue for the six months ended October 31, 2005 increased 4.6%, or $1.4 million, compared to $30.4 million for the six months ended October 31, 2004.  As a percentage of total revenue, software license revenue increased to 15.9% for the six months ended October 31, 2005 from 15.1% for the six months ended October 31, 2004.  Support revenue declined 2.5%, or $3.0 million, for the six months ended October 31, 2005, compared to $117.8 million for the six months ended October 31, 2004.  The decline was generally attributable to the continued attrition of support revenue from our legacy businesses.  Services revenue declined 2.8% or $1.4 million, for the six months ended October 31, 2005, compared to $49.0 million for the six months ended October 31, 2004.  Hardware increased 43.7% or $1.9 million for the six months ended October 31, 2005, compared to $4.4 million for the six months ended October 31, 2004.  The increase was as a result of a large System21 hardware sale in the first quarter of FY 2006.

The following table includes the year-over-year percentage change in revenue for the second quarter by geographic region showing the change attributable to revenue using the same currency exchange rates for both fiscal years (constant dollars) and the

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change attributable to fluctuations in the value of the U.S. dollar for the second quarter of FY 2006 compared to the second quarter of FY 2005:

	Revenue
	Q2 FY2006 over Q2 FY2005
	Constant Dollars		Foreign Exchange		Net Change
Americas	5.6	%	0.6	%	6.2	%
Europe	3.4	%	(0.9	)%	2.5	%
Asia Pacific	(19.3	)%	3.9	%	(15.4	)%
Total	2.4	%	0.3	%	2.7	%

Our total revenue of $103.2 million in the second quarter of FY 2006 increased by $2.4 million, or 2.4%, compared to the second quarter of FY 2005, applying the same currency exchange rates for both fiscal periods.  This increase was positively impacted by the foreign exchange fluctuations of $0.3 million, or 0.3%, arising predominantly from our Canadian and Asia Pacific operations.

Revenue - Segmented

									$ Change						% Change
	Three months ended October 31,				Six months ended October 31,				Three months ended October 31			Six months ended October 31			Three months ended October 31		Six months ended October 31
	2005		2004		2005		2004		2005			2004			2005		2004
EAS
Software	$	16,328	$	12,167	$	27,445	$	25,475	$	4,161		$	1,970		34.2	%	7.7	%
Support and services	68,594		68,846		136,141		138,542		(252		)	(2,401		)	(0.4	)%	(1.7	)%
Hardware	1,859		1,749		5,200		3,185		110			2,015			6.3	%	63.3	%
Total revenues	$	86,781	$	82,762	$	168,786	$	167,202	$	4,019		$	1,584		4.9	%	0.9	%
ISA
Software	$	2,538	$	2,795	$	4,326	$	4,888	$	(257	)	$	(562	)	(9.2	)%	(11.5	)%
Support and services	13,216		14,190		26,258		28,190		(974		)	(1,932		)	(6.9	)%	(6.9	)%
Hardware	652		727		1,093		1,194		(75		)	(101		)	(10.3	)%	(8.5	)%
Total revenues	$	16,406	$	17,712	$	31,677	$	34,272	$	(1,306	)	$	(2,595	)	(7.4	)%	(7.6	)%
Total revenues	$	103,187	$	100,474	$	200,463	$	201,474

EAS Segment:

In the second quarter of FY 2006, EAS software license revenue increased 34.2%, or $4.2 million, compared to the second quarter of FY 2005.  We experienced this growth across the majority of our EAS businesses, most notably in our System21, MPC, Enterprise Server, and SmartStream businesses.  For the six months ended October 31, 2005, EAS software license revenue increased 7.7%, or $2.0 million, compared to the same period in the previous year.  The increase was attributable to growth in the System21, RunTime, Anael and Enterprise Server businesses.  This growth was in part attributable to the continued demand for our ongoing investment in the development of

8

new products and product enhancements.  In the second quarter of FY 2006, software revenue from new products and product enhancements accounted for approximately 24% of our total EAS software license revenue.  However, as we continue to invest in new products and enhancements as a means to generate software license revenue, there may be a disproportionate adverse effect on our gross margins and net earnings in those quarters during which we increase our research and development expenses.

Support and services revenue was relatively unchanged at $68.6 million in the second quarter of FY 2006 compared to $68.8 million in the second quarter of FY 2005.  For the six months ended October 31, 2005 support and services revenue declined by 1.7%, or $2.4 million, to $136.1 million, compared to $138.5 million for the six months ended October 31, 2004.  We continued to experience single-digit support revenue attrition in our EAS business in FY 2006 as we did throughout FY 2005.  Hardware revenue was relatively unchanged at $1.9 million in the second quarter of FY 2006, compared to $1.8 million in the second quarter of FY 2005.  For the six months ended October 31, 2005 hardware revenue increased by $2.0 million, to $5.2 million compared to $3.2 million for the six months ended October 31, 2004. The increase was as a result of a large System21 hardware sale in the first quarter of FY 2006.

EAS - Revenue Indicators

	Three months ended
	Oct 31		Oct 31
	2005		2004
	$’s in $000’s
Total EAS transactions	340		444
Transactions greater than $150,000	36		21
Average transaction size greater than $150,000	$	294	$	266

The increase in EAS software license revenue in the second quarter of FY 2006 compared to the second quarter of FY 2005 was due in part to the increase in the number of contracts we entered into having a value of greater than $150,000, and the increase in the average size of transactions over $150,000.  Of the customer contracts entered into in the second quarter of FY 2006, there were five contracts greater than $500,000 compared to only two in the second quarter of FY 2005.  Although we have had success in recent quarters improving these revenue indicators, we recognize the volatility of our quarterly software license revenue and the challenge of consummating multiple large transactions in this competitive environment.

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ISA Segment:

Revenue in the ISA segment declined 7.4%, or $1.3 million, to $16.4 million in the second quarter of FY 2006, compared to $17.7 million in the second quarter of FY 2005.  For the six months ended October 31, 2005, total ISA revenue declined 7.6%, or $2.6 million, to $31.7 million, from $34.3 million for the six months ended October 31, 2004.  This decline in revenue was prevalent across all of the ISA businesses except the Public Safety business, which had an increase in revenue for both the three- and six-month periods ended October 31, 2005.  The decline in revenue for both the three- and six-month periods ended October 31, 2005 is attributable to the continued single-digit support revenue attrition for some of the ISA businesses as well as declines in software and services revenue.  The most significant decline in ISA revenue was in the local government business which was expected.  We currently are developing new products to offer into this market and expect the release of these products early in FY 2007.

Gross Profit

	Three months ended October 31,				Six months ended October 31,
	2005		2004		2005		2004
Gross profit on software revenue	88.2	%	87.1	%	87.1	%	88.8	%
Gross profit on support and services revenue	62.3	%	62.5	%	61.8	%	62.9	%
Gross profit on hardware revenue	25.1	%	24.2	%	14.9	%	22.1	%
Gross profit on total revenue	66.2	%	65.2	%	64.4	%	65.9	%

Gross profit on total revenue increased by $2.7 million, from $65.5 million in the second quarter of FY 2005 to $68.3 million in the second quarter of FY 2006.  This increase resulted primarily from the increase in gross profit on software license revenue and the associated higher margins.

Gross profit on total revenue decreased by $3.8 million, from $132.8 million for the six months ended October 31, 2004 to $129.0 million for the six months ended October 31, 2005.  This decrease was attributable predominantly to a decrease in gross profit on support and services revenue.

Gross profit is influenced by variables, some of which are outside management’s control, including the effects of the sale of our products and delivery of services by third-party partners and the continuing pricing pressures related to our pass-through hardware costs.   We remain uncertain whether we can achieve the gross profit levels of previous quarters.

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Operating Expenses

Overall operating expenses increased $6.9 million from $46.0 million in the second quarter of FY 2005 to $53.0 million in the second quarter of FY 2006.  As a percentage of total revenue, operating expenses increased from 45.8% in the second quarter of FY 2005 to 51.3% in the second quarter of FY 2006.

Operating expenses increased $6.0 million to $99.4 million for the six months ended October 31, 2005 from $93.4 million for the six months ended October 31, 2004.  As a percentage of total revenue, operating expenses increased to 49.6% for the six months ended October 31, 2005 from 46.4% for the six months ended October 31, 2004.

											Percentage Change				$ Change
	Three months ended October 31,					Six months ended October 31,					Three months ended October 31		Six months ended October 31		Three months ended October 31		Six months ended October 31
	2005		2004			2005		2004			2004 to 2005		2004 to 2005		2004 to 2005		2004 to 2005
Sales and marketing	$	18,003	$	17,201		$	36,932	$	35,040		4.7	%	5.4	%	802		1,892
Research and development	12,982		13,371			27,330		27,275			(2.9	)%	0.2	%	(389	)	55
General and administrative	15,722		13,522			26,610		27,602			16.3	%	(3.6	)%	2,200		(992	)
Net Restructuring and other unusual items	4,202		(367		)	4,169		(1,020		)	(1245.0	)%	(508.7	)%	4,569		5,189
Amortization of intangible assets	2,050		2,290			4,344		4,536			(10.5	)%	(4.2	)%	(240	)	(192	)
Operating Expenses	$	52,959	$	46,017		$	99,385	$	93,433		15.1	%	6.4	%	6,942		5,952

Sales and Marketing -Sales and marketing expenses increased 4.7%, or $0.8 million, in the second quarter of FY 2006 compared to the second quarter of FY 2005.  As a percentage of total revenue, sales and marketing expenses increased from 17.1% in the second quarter of FY 2005 to 17.4% in the second quarter of FY 2006.  Sales and marketing expenses increased 5.4%, or $1.9 million, for the six months ended October 31, 2005 compared to the six months ended October 31, 2004.  As a percentage of total revenue, sales and marketing expenses increased from 17.4% for the six months ended October 31, 2004 to 18.4% for the six months ended October 31, 2005.  The increases in sales and marketing expenses in both periods were, in part, due to the increase in stock-based compensation expense related to the grant of restricted share units (“RSUs”) in the fourth quarter of FY 2005.  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 decreased 2.9%, or $0.4 million, in the second quarter of FY 2006 compared to the second quarter of FY 2005.  As a percentage of total revenue, product development expenses decreased from 13.3% in the second quarter of FY 2005 to 12.6% in the second quarter of FY 2006.  This decrease resulted from a reduction in personnel and personnel-related costs in certain products, offset by an increase in stock-based compensation expenses related to the granting of RSUs in the fourth quarter of FY 2005.

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Product development expenses of $27.3 million were relatively unchanged for the six months ended October 31, 2005 and compared to the six months ended October 31, 2004.  As a percentage of total revenue, product development expenses increased slightly to 13.6% for the six months ended October 31, 2005 compared to 13.5% for the six months ended October 31, 2004.

Overall, the number of development personnel declined at the end of the second quarter of FY 2006 compared to the second quarter of FY 2005, as we have redistributed resources among our various businesses to improve the efficiency of our development efforts.  In the second quarter of FY 2006, software revenue from new products and product enhancements accounted for approximately 24% of our total EAS software license revenue.  In the future, we expect our research and development expense to increase as we continue to invest in product development so as 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 would not meet these criteria and therefore are expensed as incurred. Any capitalized costs would be amortized over the estimated benefit period of the software developed.  As most projects did not meet the criteria for deferral, no costs were deferred for the six months ended October 31, 2005.  For those projects that did meet the criteria, the period between achieving technological feasibility and the completion of software development was minimal and the associated costs immaterial, therefore no such costs were capitalized.

General and Administrative –General and administrative expenses increased by 16.3%, or $2.2 million, in the second quarter of FY 2006 compared to the second quarter of FY 2005.  As a percentage of total revenue, general and administrative expenses increased from 13.5% in the second quarter of FY 2005 to 15.2% in the second quarter of FY 2006.  These increases resulted, in part, from the following:

•Increased stock-based compensation expenses related to the granting of RSUs in the fourth quarter of FY 2005;

•Increased costs incurred to evaluate potential acquisitions; and

•Increased costs associated with our ongoing compliance with corporate governance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002 (“SOXA 404”).

General and administrative expenses decreased to $26.6 million for the six months ended October 31, 2005 compared to $27.6 million for the six months ended October 31, 2004.  As a percentage of total revenue, general and administrative expenses were 13.3% for the six months ended October 31, 2005 compared to 13.7% for the six months ended October 31, 2004.  As previously disclosed, contributing significantly to the lower general and administrative expenses in the period was a $4.0 million settlement with an insurance carrier in the first quarter of FY 2006.  We incurred

12

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 $3.0 million for the six months ended October 31, 2005 compared to the six months ended October 31, 2004.  This net increase was generally attributable to the following:

•An increase in stock-based compensation expenses of $2.1 million to $2.9 million for the six months ended October 31, 2005 related to the granting of RSUs in the fourth quarter of FY 2005;

•Increased costs associated with our ongoing compliance with corporate governance requirements, including SOXA 404;

•Increased costs associated with evaluating potential acquisitions;

•An increase in our bad debt expense for the period; and

•An increase in our insurance expense as a result of the rising cost of premiums for our general coverage.

These increases were offset by decreases in personnel-related costs and other cost-cutting measures.

Net Restructuring and Other Unusual Items –For the three- and six-month periods ended October 31, 2005, net restructuring and other unusual items were $4.2 million.  These expenses related to the write-off of unamortized deferred financing costs and payment of a termination and closing fee relating to our $50.0 million, fully secured credit facility (the “Prior Facility”) in the amount of $1.7 million, and the costs associated with the proxy contest related to the election of our Board of Directors in the amount of $2.5 million.  Credits of $0.4 million and $1.0 million for the three- and six-month periods ended October 31, 2004, respectively, were due primarily 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 declined by $0.2 million for each of the three- and six-month periods ended October 31, 2005 compared to the three- and six-month periods ended October 31, 2004, due to certain assets purchased as part of the acquisition of Extensity, Inc. being fully amortized.

Interest Income- Interest income in the second quarter of FY 2006 was $1.9 million, compared to $0.7 million in the second quarter of FY 2005.  Interest income for the six months ended October 31, 2005 was $3.4 million, compared to $1.2 million for the six months ended October 31, 2004.  The increases in interest income resulted from higher average cash balances in the FY 2006 period compared to the previous year, and increases in the interest rates we earned on our cash balances.

Interest Expense- Interest expense decreased $0.2 million for each of the three- and six-month periods ended October 31, 2005 compared to the three- and six-month periods ended October 31, 2004.  These decreases resulted from lower amortization of the deferred financing costs of our new credit facility compared to the Prior Facility.

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Other Income, net - Other income decreased $0.7 million in the second quarter of FY 2006 compared to the second quarter of FY 2005.  Other income increased $0.4 million for the six months ended October 31, 2005 compared to the six months ended October 31, 2004.  The change in other income for the three- and six-month periods ended October 31, 2005 was attributable primarily to a net loss/gain on foreign exchange impacting the net monetary asset and liability balances held in foreign currencies.

Income Taxes - The provision for income taxes was $5.9 million in the second quarter of FY 2006, compared to $6.0 million in the corresponding period last year. The effective tax rate for the second quarter of FY 2006 was 34.8%, which was higher than the effective tax rate in the second quarter of FY 2005 of 29.1%.  The change in the tax rate of 5.7% was due primarily to a change in the geographic mix of the countries in which income is earned to those with higher tax rates in FY 2006, and to larger provision adjustments to tax return filings in FY 2005.

Of the total $5.9 million provision for income taxes recorded in the second quarter of FY 2006, $4.5 million reflected the utilization of future income tax assets and $1.4 million represented cash taxes in the quarter. In the corresponding quarter in FY 2005, $4.5 million reflected the utilization of future income tax assets and $1.5 million represented cash taxes.  Our cash tax rate increased from 7.2% in the second quarter of FY 2005 to 8.6% in the second 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 increased from 21.9% in the second quarter of FY 2005 to 26.2% in the corresponding quarter in FY 2006.

The provision for income taxes was $11.8 million for the six months ended October 31, 2005, compared to $12.4 million in the corresponding period last year. The effective tax rate for the six months ended October 31, 2005 was 35.7%, which was higher than the effective tax rate for the first six months ended October 31, 2004 of 31.0%.  The change in the tax rate of 4.7% is due to a change in the geographic mix of the countries in which income is earned to those with higher tax rates in FY 2006, and to larger provision adjustments to tax return filings in FY 2005.

Of the total $11.8 million provision for income taxes recorded for the first six months of FY 2006, $8.0 million reflected the utilization of future income tax assets and $3.8 million represented cash taxes in the first six months. In the corresponding period in FY 2005, $9.1 million reflected the utilization of future income tax assets and $3.3 million represented cash taxes.  Our cash tax rate increased from 8.3% for the first six months ended October 31, 2004 to 11.6% for the first six months ended October 31, 2005, 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 increased from 22.7% for the first six months of FY 2005 to 24.1% in the corresponding period in FY 2006.

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%.

14

Net Earnings - Net earnings from continuing operations were $11.1 million, or $0.12 per diluted share, in the second quarter of FY 2006 compared to $14.6 million, or $0.17 per diluted share, in the second quarter of FY 2005.  Net earnings from continuing operations were $21.3 million, or $0.24 per diluted share, for the six months ended October 31, 2005, compared to $27.6 million, or $0.32 per diluted share, for the six months ended October 31, 2004.  The principal reason for the decline in earnings and earnings per share for the three- and six-month periods ended October 31, 2005 compared to the same period in the previous year was due to the increases in net restructuring and other unusual items of $4.2 million incurred for the six months ended October 31, 2005, versus a credit of $1.0 million for the same period in the previous year.  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 second quarter of FY 2005, transactional currency fluctuations (attributable primarily to the weakening of Euro and British Pound Sterling against the U.S. Dollar) had the effect of decreasing net earnings by $0.3 million.  The decrease in net earnings during the period was positively impacted by a foreign exchange gain on revenue of $0.3 million however this impact was offset by a foreign exchange loss on expenses of $0.6 million.  For the six months ended October 31, 2005, the transactional currency fluctuations had the effect of increasing net earnings by $0.2 million.  The increase in net earnings during the period was positively impacted by foreign exchange gain on revenue of $1.9 million, which was offset by a foreign exchange loss on expenses of $1.7 million.

15

Non-GAAP Results (1), (2)

(all dollar figures in tables are presented in thousands of U.S. dollars, except for per share amounts)

	Three months ended October 31,						Six months ended October 31,
	2005			2004			2005			2004
Canadian GAAP based “Total revenue”	$	103,187		$	100,474		$	200,463		$	201,474
Canadian GAAP based “Net earnings from continuing operations”	$	11,105		$	14,567		$	21,272		$	27,628
Add back:
Income taxes	$	5,935		$	5,982		$	11,820		$	12,433
Interest income	(1,888		)	(674		)	(3,436		)	(1,176		)
Interest expense and amortization of deferred financing costs	190			368			564			756
Other income, net	(26		)	(722		)	(605		)	(244		)
Amortization of intangible assets	2,050			2,290			4,344			4,536
Depreciation of property, plant and equipment	987			1,367			2,032			2,782
EBITDA	$	18,353		$	23,178		$	35,991		$	46,715
EBITDA as a percentage of total revenue	17.8		%	23.1		%	18.0		%	23.2		%
Add back:
Stock based compensation	2,841			1,018			5,747			2,120
ADJUSTED EBITDA	$	21,194		$	24,196		$	41,738		$	48,835
Adjusted EBITDA as a percentage of total revenue	20.5		%	24.1		%	20.8		%	24.2		%

EBITDA for the three- and six-month periods ended October 31, 2005 were impacted by the stock-based compensation expense related to the granting of RSUs in the fourth quarter of FY 2005.  Excluding the stock-based compensation expense from our results, the ADJUSTED EBITDA as a percentage of total revenue was 20.5% in the second quarter of FY 2006, compared to 24.1% in the second quarter of FY 2005 and 20.8% for the six months ended October 31, 2005 compared to 24.2% for the six months ended October 31, 2004.

(1) As a result of the sale of Interealty on October 1, 2005, the results of the operations of Interealty have been reflected as discontinued operations and have been split out from our results of continuing operations for the three- and six-month periods ended October 31, 2005 and October 31, 2004 described herein.

(2) 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.  While EBITDA and ADJUSTED EBITDA do not have any standardized meaning prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by other companies 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 have found it helpful in analyzing the revenues and expenses of our core business.  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.

16

Quarterly Results (1)

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 the 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 3		Quarter 4		Quarter 1		Quarter 2		Quarter 3		Quarter 4		Quarter 1		Quarter 2
Revenue	$	110,570	$	110,683	$	101,000	$	100,474	$	107,916	$	110,922	$	97,276	$	103,187
Cost of revenue	42,301		38,750		33,708		34,936		39,384		37,777		36,551		34,912
Gross profit	68,269		71,933		67,292		65,538		68,532		73,145		60,725		68,275
Operating expenses	51,097		47,324		47,416		46,017		48,116		52,778		46,426		52,959
Earnings from continuing operations	17,172		24,609		19,876		19,521		20,416		20,367		14,299		15,316
Net earnings from continuing operations	13,021		23,906		13,061		14,567		28,994		17,845		10,167		11,105
Basic EPS from continuing operations	0.15		0.28		0.15		0.17		0.34		0.21		0.12		0.13
Diluted EPS from continuing operations	0.15		0.27		0.15		0.17		0.33		0.20		0.12		0.12
Net earnings for the period	13,755		23,780		13,512		15,204		29,670		18,638		11,290		33,186
Basic EPS	0.16		0.28		0.16		0.18		0.35		0.22		0.13		0.39
Diluted EPS	0.16		0.27		0.16		0.17		0.34		0.21		0.13		0.37

(1) As a result of the sale of Interealty on October 1, 2005, the results of the operations of Interealty have been reflected as discontinued operations and have been split out from our results of continuing operations for the three- and six-month periods ended October 31, 2005 and October 31, 2004 described herein.

Liquidity and Financial Condition

	As at		As at
	October 31,		April 30,		$
	2005		2005		Change
Cash	$	226,453	$	188,134	$	38,319
Total Current Assets	287,793		266,425		21,368
Total Assets	465,542		466,166		(624		)
Current Liabilities	166,470		209,399		(42,929		)
Long-term liabilities	30,576		36,469		(5,893		)
Total Shareholders’ Equity	268,496		220,298		48,198

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At October 31, 2005, cash and cash equivalents totalled $226.4 million, compared to $188.1 million at April 30, 2005.  The increase in cash was attributable principally to the proceeds received from the sale of the Interealty business in the quarter, the net earnings from continuing operations in the period, and the improvement in our days sales outstanding (“DSO”).

Current assets increased $21.4 million, from $266.4 million at April 30, 2005 to $287.8 million at October 31, 2005.  The increase was attributable primarily to the proceeds from the sale of Interealty, the improvement in days sales outstanding (“DSO”), and the variability of our quarterly sales.  DSO was 41 at October 31, 2005, compared to 46 at April 30, 2005.

Current liabilities decreased $42.9 million, from $209.4 million at April 30, 2005, to $166.5 million at October 31, 2005.  This decrease was primarily a result of a reduction in accounts payable and accrued liabilities and the current portion of deferred revenue.  The decrease in accounts payable and accrued liabilities and the decrease in deferred revenue are seasonal.  Typically we settle our prior year bonus accruals in the first quarter of the following fiscal year.  In the first quarter of FY 2006 we settled 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.

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 second quarter was expected.

Net Changes in Cash Flow

	Three months ended October 31,					$			Six months ended October 31,					$
	2005		2004			Change			2005			2004		Change
Net cash provided by operating activities	$	1,783	$	2,952		$	(1,169	)	$	9,779		$	5,148	$	4,631
Net cash provided by (used in) investing activities	32,349		(926		)	33,275			35,893			24,555		11,338
Net cash provided by (used in) financing activities	90		549			(459		)	(1,952		)	1,898		(3,850		)
Effect of exchange rate changes on cash and cash equivalents	107		3,176			(3,069		)	(5,401		)	4,162		(9,563		)
Net increase in cash and cash equivalents	34,329		5,751			28,578			38,319			35,763		2,556

Although net earnings from continuing operations were lower for the three- and six month periods ended October 31, 2005 compared to the three- and six-month periods ended October 31, 2004 we continued to generate cash from operating activities.  We experienced improvement in net cash flow from operating activities for the six month period ended October 31, 2005 compared to the same period in the previous fiscal year.  The net improvement was due primarily to the change in operating assets and liabilities, attributable to the change in prepaid expenses and other assets offset by an expected decrease in deferred revenue.

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The change in net cash provided by investing activities in the second quarter of FY 2006 was mainly due to the proceeds from the sale of Interealty on October 1, 2005.  The net change in net cash provided by investing activities for the six months ended October 31, 2005 was due mainly to the proceeds from the sale of Interealty on October 1, 2005, offset by the sale of short-term investments in the first quarter of FY 2005.

The change in net cash used in financing activities for the three- and six-month periods was due to the purchase of shares in the 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, $150.0 million revolving credit facility (the “New Facility”) with a syndicate of banks led by Bank of America.  The annual 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 Prior Facility, which was due to expire on September 9, 2006.  The New Facility is secured only by the common stock of certain of our material subsidiaries and is available for working capital needs, acquisitions, and other general corporate purposes.  At October 31, 2005, none of the New Facility had been utilized.  A balance of $150.0 million was available for future use.

Financing costs of $2.0 million incurred to close the transaction were recorded as other assets in the second quarter of FY 2006 and are being amortized to interest expense on a straight-line basis over the term of the New Facility.

Upon termination of the Prior Facility on August 11, 2005, we expensed approximately $1.7 million to net restructuring and other unusual items for the remaining unamortized deferred financing costs, the termination fee, and closing costs.

We are subject to various customary financial covenants under the New Facility.  As at October 31, 2005, we were in compliance with all such covenants.

We have not entered into off-balance sheet financing as a general practice.  Except for operating leases for office equipment and facilities, uncollateralized bank guarantees and uncollateralized letters of credit, all of our commitments are reflected on our balance sheets.  Letters of credit, bank guarantees, and performance bonds are 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 October 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.  From time to time we may utilize financial instruments to hedge currency exposures on an ongoing basis, but currently we are not using 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

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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 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 May 1, 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.  Although we are still evaluating the requirements of SFAS 123R and SAB 107, we 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 was adopted by us in the second quarter of fiscal 2006, beginning on August 1, 2005.  The adoption of Statement 153 did not have an effect on our consolidated financial position, results of operations or cash flows.

Accounting Changes and Error Corrections

On June 7, 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Statement 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles required recognition of a cumulative effect adjustment within net income of the period of the change. Statement 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Statement 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the Statement does not change the transition provisions of any existing accounting pronouncements. We do not believe adoption of Statement 154 will have a material effect on our consolidated financial position, results of operations or cash flows.

Amortization Period for Leasehold Improvements

On June 29, 2005, the FASB ratified the EITF’s Issue No. 05-06, Determining the Amortization Period for Leasehold Improvements. Issue 05-06 provides that the amortization period used for leasehold improvements acquired in a business combination or purchased after the inception of a lease be the shorter of (a) the useful life of the assets or (b) a term that includes required lease periods and renewals that are reasonably assured upon the acquisition or the purchase. The provisions of Issue 05-06 are effective on a prospective basis for leasehold improvements purchased or acquired in reporting periods beginning after board ratification (June 29, 2005).  We do not believe the adoption of Issue 05-06 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 October 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.

Risks Related to the Proposed Golden Gate Transaction

There may be uncertainty regarding the timing of completion of the plan of arrangement, or whether it will be completed at all, and this uncertainty may cause customers, suppliers and channel partners to delay or defer doing business with Geac, which could disrupt our operations and result in a loss of, or delay in generating, revenues.  The plan of arrangement will only be completed if stated conditions are met, or in certain cases waived, including approval of the plan of arrangement by Geac’s shareholders and the absence of any material adverse change in the business of Geac.  Many of the conditions to which the completion of the plan of arrangement is subject are outside the control of Geac.  Both Geac and the Golden Gate group entities that are parties to the arrangement agreement also have rights to terminate the arrangement agreement in specified circumstances.  Geac shareholders may wish to review the full text of the arrangement agreement which is filed at www.sedar.com with Geac’s material change report dated November 7, 2005.

With the potential for uncertainty regarding the timing of the completion of the plan of arrangement, or whether it will be completed at all, customers and suppliers may also seek to change existing agreements with Geac.  Any delay or deferral of a decision to do business with us or changes in existing agreements with customers or suppliers could have a material adverse effect on the business of Geac, regardless of whether the plan of arrangement is ultimately completed.

In addition, Geac will face additional risks associated with the uncertainty concerning the timing of completion of plan of arrangement.  These risks include:

•distraction of management from Geac’s business;

•customer perception of an adverse change in service standards, business focus, billing practices or product and service offerings;

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•inability to retain and integrate key management, research and development, technical sales and customer support personnel;

•costs and expenses that are payable or that may become payable by Geac in connection with the plan of arrangement; and

•that the price of Geac’s common shares may decline to the extent that the current market price reflects a market assumption that the plan of arrangement will be completed and it is not completed.

All of these factors could have a material and adverse effect on Geac’s business, prospects or results of operations.

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 $44.5 million for the six months ended October 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 and in light of the increasing costs of regulatory compliance, 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 organize operations more efficiently, and may record further restructuring charges in connection with any such reorganization.  Any write-down of intangible assets or

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goodwill or restructuring charges in the future 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 and/or our ability to consumate the Golden Gate Transaction could be adversely impacted 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;

•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;

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•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.  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.  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

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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.

As a result of the Golden Gate Transaction, we have deemphasized our focus on acquisition activities. In the event that the Golden Gate Transaction is not consummated, we expect to continue to execute on our growth strategy and to assess available alternatives at that time, including continuing our pursuit of suitable acquisitions.  We believe, based on feedback from our industry and internal analysis, that our future success as a stand-alone company 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.  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.

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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.

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 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

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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.

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.

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

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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, especially in cases where our products 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 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

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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.

As evidenced by the Golden Gate Transaction 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 among the remaining competitors 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, including the Golden Gate Transaction, 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.

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.

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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 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

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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, 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

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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 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

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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.

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

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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.  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.

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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.

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.

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The hosting services of our AppCare service and expense management products 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, and portions of our Anael and Local Government businesses 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.  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.

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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.  Although the rights plan is expected to be terminated immediately prior to the consummation of the Golden Gate Transaction, if this transaction fails to be consummated, 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;

•      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.

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We may have exposure to unforeseen tax liabilities.

As a multinational corporation, we are subject to income taxes as well as other types of 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.

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.

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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 October 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: December 7, 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 October 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: December 7, 2005

/s/ Charles S. Jones

Charles S. Jones

President and Chief Executive Officer

Geac Computer Corporation Limited