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Calian Reports Third Quarter Results: In Line With Management Expectations

OTTAWA, ONTARIO--(Marketwire -08/08/12)- Calian Technologies Ltd. (CTY.TO) today released unaudited results for the third quarter ended June 30, 2012. Revenues for the quarter were $59.3 million, a 1% increase from the $58.5 million reported in the same quarter of the previous year. Net earnings were $3.5 million or $0.45 per share basic and diluted, compared to $3.5 million or $0.45 per share basic and diluted in the same quarter of the previous year. For the nine-month period ending June 30, 2012, the Company reported revenues of $177.8 million and net earnings of $10.7 million or $1.40 per share basic and diluted, compared to revenues of $171.2 million and net earnings of $9.8 million or $1.28 per share basic and diluted in the prior year.

"I am very pleased with the results posted in the third quarter of fiscal 2012. Consolidated revenues continued to grow, albeit modestly, as the increase in BTS service revenues were sufficient to offset the decline in manufacturing related revenues in SED. The growth in our BTS division was comprised of revenues related to our Primacy acquisition as well as organic growth in other segments. This is particularly encouraging given today's very competitive and dynamic marketplace" stated Ray Basler, President and CEO.

"Gross margins were very strong this quarter with both divisions posting exceptional results. SED margins once again reflect excellent project execution and high engineering utilization. Higher margin revenues from Primacy served to buttress the tightening of gross margins from traditional BTS services, which continue to be under pressure due to a very competitive business environment. We continue to pay close attention to market conditions and monitor our pricing strategies accordingly" continued Basler.

"Today, we also announced an increase in our quarterly dividend to $0.28 per share. This represents an increase of 8% over the most recent quarter and a 12% increase over the amount paid in the same quarter last year. We are proud to have generated steady earnings and cash flows, which give us the confidence to continue the payment of healthy and growing dividends to our shareholders" continued Basler.

"Also, our board approved the sale of our US division, subject to normal closing conditions. It is very difficult for a Canadian-owned US-based subsidiary to grow and prosper in the Foreign Military Sales environment, and we are pleased that the buyer will be able to take the enterprise to the next level. The sale will not have a material effect on the financial affairs of the company, but will allow us to refocus our management attention on our core Canadian offerings" stated Basler.

While we are excited about the Company's performance over the last quarter, we are mindful that customer spending patterns are constantly under pressure. The federal government's cost cutting initiatives along with increased competitive pressures will certainly present some short term strain; however, we continue to believe that our key markets will remain relatively strong in the longer term. Ultimately, revenues realized will be dependent on the extent and timing of future contract awards as well as customer utilization of existing contracting vehicles. Based on currently available information and our assessment of the marketplace, we expect revenues for fiscal 2012 to be in the range of $230 million to $240 million and net earnings in the range of $1.70 to $1.95 per share.

About Calian

Calian employs over 2300 people with offices and projects that span Canada, U.S. and international markets. The company's capabilities include the provision of business and technology services to industry and government in the health, operations and maintenance, IT services and training domains as well as the design, manufacturing and maintenance of complex systems to the communications and defence sectors. Our goal is to be the best company to work for, buy from and invest in. The Business and Technology Services (BTS) Division is headquartered in Ottawa. This division augments customer workforces with flexible short and long-term placements of individuals and teams, provides access to critical recruiting capabilities and delivers outsourcing services for a variety of technical and professional functions. Our strength lies in understanding clients' needs, recruiting highly qualified personnel who understand and meet those needs, and then effectively managing those personnel within our customers' framework. Calian's Systems Engineering Division (SED) plans, designs and implements complex communication systems for many of the world's space agencies and leading satellite manufacturers and operators. SED also provides contract manufacturing services for both private sector and military customers in North America.

For further information, please visit our website at www.calian.com, or contact us at ir@calian.com

DISCLAIMER

Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company's most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.

  CALIAN TECHNOLOGIES LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at June 30, 2012 and September 30, 2011 (Canadian dollars in thousands) September 30, NOTES June 30, 2012 2011 ------------------------------ ASSETS CURRENT ASSETS Cash $ 29,691 $ 30,742 Accounts receivable 37,413 35,181 Work in process 11,760 6,960 Prepaid expenses 5 2,049 2,751 Derivative assets 517 451 ------------------------------ Total current assets 81,430 76,085 Equipment 3,898 4,069 Application software 652 440 Acquired intangibles 12 4,488 - Deferred tax assets - 480 Goodwill 12 10,781 9,518 ------------------------------ Total non-current assets 19,819 14,507 ------------------------------ TOTAL ASSETS 101,249 $ 90,592 ------------------------------ ------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 20,540 $ 18,594 Unearned contract revenue 11,333 8,026 Share repurchase obligation 6 574 562 Derivative liabilities 255 1,054 ------------------------------ Total current liabilities 32,702 28,236 Deferred tax liabilities 1,157 - ------------------------------ Total non-current liabilities 1,157 - ------------------------------ TOTAL LIABILITIES 33,859 28,236 ------------------------------ ------------------------------ SHAREHOLDERS' EQUITY Issued capital 6 19,957 19,018 Contributed surplus 137 219 Retained earnings 46,898 43,345 Accumulated other comprehensive income (loss) 398 (226) ------------------------------ TOTAL SHAREHOLDERS' EQUITY 67,390 62,356 ------------------------------ $ 101,249 $ 90,592 ------------------------------ ------------------------------ CALIAN TECHNOLOGIES LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS For the periods ended June 30, 2012 and 2011 (Canadian dollars in thousands, except per share data) NOTES Three months Three months ended ended Nine months Nine months June 30, June 30, ended June ended June 2012 2011 30, 2012 30, 2011 ------------------------------------------------- Revenues $ 59,343 $ 58,529 $ 177,791 $ 171,222 Cost of revenues 47,995 47,799 143,982 139,745 ------------------------------------------------- Gross profit 11,348 10,730 33,809 31,477 Selling and marketing 1,307 1,198 3,588 3,453 General and administration 4,652 4,241 13,507 12,797 Facilities 787 789 2,431 2,460 ------------------------------------------------- Earnings before interest income and income tax expense 4,602 4,502 14,283 12,767 Interest income 7 84 229 247 696 ------------------------------------------------- Earnings before income tax expense 4,686 4,731 14,530 13,463 Income tax expense - current 1,162 1,005 3,608 3,133 Income tax expense - deferred 40 275 178 487 ------------------------------------------------- Total income tax expense 1,202 1,280 3,786 3,620 ------------------------------------------------- NET EARNINGS 3,484 3,451 10,744 9,843 ------------------------------------------------- ------------------------------------------------- NET EARNINGS PER SHARE: Basic 8 $ 0.45 $ 0.45 $ 1.40 $ 1.28 ------------------------------------------------- ------------------------------------------------- Diluted 8 $ 0.45 $ 0.45 1.40 $ 1.28 ------------------------------------------------- ------------------------------------------------- CALIAN TECHNOLOGIES LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the periods ended June 30, 2012 and 2011 (Canadian dollars in thousands) NOTES Three Three months months ended ended Nine months Nine months June 30, June 30, ended June ended June 2012 2011 30, 2012 30, 2011 ------------------------------------------------ NET EARNINGS 3,484 3,451 10,744 9,843 Other comprehensive income, net of tax Unrealized (loss) on translating financial statements of an investment in a foreign operation, net of tax of nil (2011 - nil) 19 (10) (28) (56) Change in deferred gain on derivatives designated as cash flow hedges, net of tax of $95 and $241 (2011 - $57 and $122) (258) (138) 652 298 ------------------------------------------------ Other comprehensive income (loss), net of tax (239) (148) 624 242 ------------------------------------------------ COMPREHENSIVE INCOME $ 3,245 $ 3,303 $ 11,368 $ 10,085 ------------------------------------------------ ------------------------------------------------ CALIAN TECHNOLOGIES LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Nine months ended June 30, 2012 and 2011 (Canadian dollars in thousands, except per share data) Issued Contributed Retained Notes capital surplus earnings Balance October 1, 2011 $ 19,018 $ 219 $ 43,345 Comprehensive income - - 10,744 Dividends ($0.78 per share) - - (5,982) Issue of shares under employee share purchase plan 6 418 - - Issue of shares under stock option plan 6 716 (124) - Stock option plan compensation expense 6 - 42 - Share repurchase 6 (195) - (1,198) Share purchase agreement - reclassification 6 - - (11) ------------------------------------ Balance June 30, 2012 $ 19,957 $ 137 $ 46,898 ------------------------------------ ------------------------------------ CALIAN TECHNOLOGIES LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Nine months ended June 30, 2012 and 2011 (Canadian dollars in thousands, except per share data) Foreign currency Cash flow translation hedging Notes reserve reserve Total Balance October 1, 2011 $ 22 $ (248) $ 62,356 Comprehensive income (28) 652 11,368 Dividends ($0.78 per share) - - (5,982) Issue of shares under employee share purchase plan 6 - - 418 Issue of shares under stock option plan 6 - - 592 Stock option plan compensation expense 6 - - 42 Share repurchase 6 - - (1,393) Share purchase agreement - reclassification 6 - - (11) ------------------------------------ Balance June 30, 2012 $ (6) $ 404 $ 67,390 ------------------------------------ ------------------------------------ Issued Contributed Retained Notes capital surplus earnings Balance October 1, 2010 $ 18,511 $ 171 $ 38,275 Comprehensive income - - 9,843 Dividends ($0.72 per share) - - (5,549) Issue of shares under employee share purchase plan 6 384 - - Issue of shares under stock option plan 6 218 (21) - Stock option plan compensation expense 6 - 50 - Share repurchase 6 (133) - (860) Share purchase agreement - reclassification 6 106 - 648 ------------------------------------ Balance June 30, 2011 $ 19,086 $ 200 $ 42,357 ------------------------------------ ------------------------------------ Foreign currency Cash flow translation hedging Notes reserve reserve Total Balance October 1, 2010 $ - $ 511 $ 57,468 Comprehensive income (56) 298 10,085 Dividends ($0.72 per share) - - (5,549) Issue of shares under employee share purchase plan 6 - - 384 Issue of shares under stock option plan 6 - - 197 Stock option plan compensation expense 6 - - 50 Share repurchase 6 - - (993) Share purchase agreement - reclassification 6 - - 754 ------------------------------------ Balance June 30, 2011 $ (56) $ 809 $ 62,396 ------------------------------------ ------------------------------------ CALIAN TECHNOLOGIES LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the periods ended June 30, 2012 and 2011 (Canadian dollars in thousands) ------------------------------------------------ Three Three months months ended ended Nine months Nine months June 30, June 30, ended June ended June NOTES 2012 2011 30, 2012 30, 2011 ------------------------------------------------ CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net earnings $ 3,484 $ 3,451 $ 10,744 $ 9,843 Items not affecting cash: Interest income 8 (84) (229) (247) (696) Income tax expense 1,202 1,280 3,786 3,620 Employee stock purchase plan and option plan compensation expense 21 35 96 102 Amortization 404 274 994 839 ------------------------------------------------ 5,027 4,811 15,373 13,708 Change in non-cash working capital Accounts receivable 4,924 (1,012) (1,992) (10,135) Work in process (2,251) (2,277) (4,799) (982) Prepaid expenses 167 1,750 708 5,043 Accounts payable and accrued liabilities 327 223 984 1,186 Unearned contract revenue (362) (1,381) 3,307 (4,896) ------------------------------------------------ 7,832 2,114 13,581 3,924 Interest received 75 70 238 217 Income tax paid (523) (1,246) (3,467) (3,517) ------------------------------------------------ 7,384 938 10,352 624 ------------------------------------------------ CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Issuance of common shares 6 - 59 942 519 Dividends (1,995) (1,924) (5,982) (5,549) Repurchase of shares 6 (212) (33) (1,393) (993) ------------------------------------------------ (2,207) (1,898) (6,433) (6,023) ------------------------------------------------ CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Equipment and application software expenditures (235) (69) (830) (365) Acquisition 12 (300) - (4,112) - Receipt of debenture - - - 1,000 ------------------------------------------------ (535) (69) (4,942) 635 ------------------------------------------------ FOREIGN CURRENCY ADJUSTMENT 19 (10) (28) (56) NET CASH INFLOW (OUTFLOW) 4,661 (1,039) (1,051) (4,820) CASH, BEGINNING OF PERIOD 25,030 25,274 30,742 29,055 ------------------------------------------------ CASH, END OF PERIOD $ 29,691 $ 24,235 $ 29,691 $ 24,235 ------------------------------------------------ ------------------------------------------------ CALIAN TECHNOLOGIES LTD. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the periods ended June 30, 2012 and 2011 (Canadian dollars in thousands, except per share amounts) (Unaudited)

1. BASIS OF PREPARATION

Calian Technologies Ltd. ("the Company"), incorporated under the Canada Business Corporations Act, and its wholly-owned subsidiaries provide technology services to industry and government. The address of its registered office and principal place of business is 340 Legget Drive, Ottawa, Ontario K2K 1Y6.

These interim condensed consolidated financial statements are expressed in Canadian dollar and have been prepared in accordance with International Accounting Standard (IAS) IAS34 - Interim financial reporting and IFRS 1 - First-time adoption of International Financial Reporting Standards (IFRS), as issued by the International Accounting Standard Board (IASB). These interim consolidated financial statements have been prepared in accordance with the accounting policies the Company expects to adopt in its annual consolidated financial statements for the year ending September 30, 2012 which are described in Note 2- Summary of significant accounting policies, presented in the financial statements for the period ended December 31, 2011.

The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto prepared under previous Canadian generally accepted accounting principles included in the Company's Annual Report for the year ended September 30, 2011. Note 13 - Transition to IFRS and Note 14 presented in the financial statements for the period ended December 31, 2011 explain how the transition from previous Canadian GAAP to IFRS affected the Company's reported financial position as at October 1, 2010, as well as the financial performance and cash flows for the year ended September 30, 2011.

These interim condensed consolidated financial statements for the three and nine-month periods ended June 30, 2012 were authorized for issuance by the Board on August 8, 2012.

2. FUTURE CHANGES IN ACCOUNTING POLICIES

IFRS 9 Financial instruments

IFRS 9 was issued in November 2009 introducing new requirements for the classification and measurement of financial assets. IFRS9 was further amended in October 2010 to include the requirements for the classification and measurement of financial liabilities and derecognition.

IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2015. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

IFRS 10 Consolidated financial statements

IFRS 10 establishes principles for the presentation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces IAS 27 - Consolidated and Separate Financial Statements and is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

IFRS 12 Disclosure of interests in other entities

IFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off-balance sheet vehicles. The standard requires an entity to disclose information regarding the nature and risks associated with its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. IFRS 12 will be effective for the Company's fiscal years beginning on or after January 1, 2013, with earlier application permitted. The Company has not yet assessed the impact of the adoption of this standard on its consolidated financial statements.

IFRS 13 Fair value measurement

IFRS 13 is intended to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. The standard will be effective for the Company's fiscal years beginning on or after January 1, 2013, with earlier application permitted. The Company has not yet assessed the impact of the adoption of this standard on its consolidated financial statements.

IAS 1 Presentation of financial statements

In June 2011, the IASB amended IAS 1 - Presentation of financial statements. The principal change resulting from the amendments to IAS 1 is a requirement to group together items within other comprehensive income that may be reclassified to the statement of net earnings. The amendments also reaffirm existing requirements that items in other comprehensive income and net earnings should be presented as either a single statement or two consecutive statements. The amendment to IAS 1 will be effective for the Company's fiscal years beginning on or after January 1, 2013, with earlier application permitted. The Company does not expect any changes to its consolidated financial statement presentation from this amendment as the items within other comprehensive income that may be reclassified to the statement of comprehensive income are already grouped together.

IAS 28 Investments in associates and joint ventures

IAS 28 was re-issued by the IASB in May 2011 in order to conform to changes as a result of the issuance of IFRS 10, IFRS11, and IFRS 12. IAS 28 continues to prescribe the accounting for investments in associates, but is now the only source of guidance describing the application of the equity method. The amended IAS 28 will be applied by all entities that are investors with joint control of, or significant influence over, an investee. The amended version of IAS 28 is effective for financial years beginning on or after January 1, 2013, with earlier application permitted. The Company is evaluating the impact of the amendments to IAS 28 on its consolidated financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Estimates:

The preparation of financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from those estimates.

Purchase Price allocation

As described in Note 12 of these financial statements, the Company acquired Primacy Management Inc. As a result of this acquisition, management was required to estimate the fair values of each identifiable asset and liability acquired through the acquisition. Fair value of cash, accounts receivable, accounts payable and equipment were estimated to approximate their carrying values in Primacy's records at the date of the transaction. The fair values of the intangibles were valued using the excess earnings method under the income approach.

4. SEASONALITY

The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year. The Company's revenues and earnings have historically been subject to some quarterly seasonality due to the timing of vacation periods and statutory holidays.

5. PREPAID EXPENSES

  ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- June 30, 2012 September 30, 2011 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Prepaid operating expenses $ 992 $ 1,233 Milestone advance to subcontractors 1,057 1,518 ---------------------------------------------------------------------------- $ 2,049 $ 2,751 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

6. ISSUED CAPITAL

Share repurchase

During the third quarter ending June 30, 2012 (2011), the Company acquired 10,600 (1,800) of its outstanding common shares at an average price of $20.00 ($18.74) per share for a total of $212 ($33) including related expenses, through normal course issuer bids in place during the period. During the nine-month period ending June 30, 2012 (2011), the Company acquired 77,300 (54,400) of its outstanding common shares at an average price of $18.02 ($18.26) for a total of $1,393 ($993) including related expenses. The excess of the purchase price over the stated capital of the shares was charged to retained earnings.

Stock options

The Company has an established stock option plan, which provides that the Board of Directors may grant stock options to eligible directors and employees. Under the plan, eligible directors and employees are granted the right to purchase shares of common stock at a price established by the Board of Directors on the date the options are granted but in no circumstances below fair market value of the shares at the date of grant. A total of 500,000 common shares are authorized for issuance under the plan, of which 345,000 are issued at June 30, 2012. At June 30, 2012 there were 105,000 options outstanding, 84,000 of which are exercisable.

During the three-month period ending June 30, 2012 (2011), the Company did not issue any shares as a result of option exercises. During the nine-month period ending June 30, 2012 (2011), the Company issued 45,000 (15,200) shares as a result of option exercises. Cash proceeds from exercise were $592 ($197). In addition, $124 ($21) was reclassified from contributed surplus to common shares.

Employee Share Purchase Plan

During the nine-month period ending June 30, 2012 (2011), the Company issued 23,674 (22,888) shares under the Company's Employee Share Purchase Plan at an average price of $14.76 ($14.06) for a total of $350 ($322).

Stock repurchase obligation

The Company has an agreement with a third party which provides for automatic repurchases of the Company's shares without the Company having the ability to influence the purchases. The financial liability is determined as the present value of the maximum redemption amount at each of the reporting periods. The reclassification adjustment is made by reducing issued capital and retained earnings with an offsetting adjustment to the share repurchase obligation account. An income adjustment will result for any shares repurchased below the maximum amount per share. The amount of income recognized in the period is insignificant.

7. INTEREST INCOME

Interest income is comprised of the following amounts:

  ---------------------------------------------------------------------------- Three months ended Nine months ended June 30 June 30 2012 2011 2012 2011 ---------------------------------------------------------------------------- Interest earned on cash balances $ 75 $ 69 $ 247 $ 216 Accreted interest on contingent consideration 9 - - - Accreted interest on host contract component of investment - 160 - 480 ---------------------------------------------------------------------------- Interest income $ 84 $ 229 $ 247 $ 696 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

8. NET EARNINGS PER SHARE

The diluted weighted average number of shares has been calculated as follows:

  ---------------------------------------------------------------------------- Three months ended Nine months ended June 30 June 30 2012 2011 2012 2011 ---------------------------------------------------------------------------- Weighted average number of shares - basic 7,670,024 7,694,950 7,653,814 7,700,272 Addition to reflect the dilutive effect of employee stock options 12,709 19,900 12,714 16,683 ---------------------------------------------------------------------------- Weighted average number of shares - diluted 7,682,733 7,714,850 7,666,528 7,716,460 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

Options that are anti-dilutive because the exercise price was greater than the average market price of the common shares are not included in the computation of diluted earnings per share. For the three and nine-month periods ending June 30, 2012 and 2011, no options were excluded from the above computation.

Net earnings is the measure of profit or loss used to calculate earnings per share.

9. SEGMENTED INFORMATION

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, regarding how to allocate resources and assess performance. The Company's chief operating decision maker is the Chief Executive Officer. The Company operates in two reportable segments described below, defined by their primary type of service offering, namely Systems Engineering and Business and Technology Services.

  -- Systems Engineering involves planning, designing and implementing solutions that meet a customer's specific business and technical needs, primarily in the satellite communications sector. -- Business and Technology Services provides business and technology services to industry and government in the health, operations and maintenance, IT services and training.

The Company evaluates performance and allocates resources based on earnings before interest income and income taxes. The accounting policies of the segments are the same as those described in Note 2 - Summary of significant accounting policies to the financial statements for the quarter ending December 31, 2011.

  Three months ended June 30, 2012 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Business and Systems Technology Engineering Services Corporate Total ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Revenues $ 16,983 $ 42,360 $ - $ 59,343 Earnings before interest income and income tax expense 2,830 2,638 (866) 4,602 Interest income (Note 7) 84 Income tax expense (1,202) ---------------------------------------------------------------------------- Net earnings $ 3,484 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Total assets other than cash and goodwill $ 21,156 $ 39,484 $ 137 $ 60,777 Goodwill - 10,781 - 10,781 Cash - - 29,691 29,691 ---------------------------------------------------------------------------- Total assets $ 21,156 $ 50,265 $ 29,828 $ 101,249 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Equipment and intangible expenditures $ 55 $ 180 $ - $ 235 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Three months ended June 30, 2011 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Business and Systems Technology Engineering Services Corporate Total ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Revenues $ 18,243 $ 40,286 $ - $ 58,529 Earnings before interest income and income tax expense 2,840 2,301 (639) 4,502 Interest income (Note 7) 229 Income tax expense (1,280) ---------------------------------------------------------------------------- Net earnings $ 3,451 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------
  Year ended September 30, 2011 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Total assets other than cash and goodwill $ 16,257 $ 33,962 $ 113 $ 50,332 Goodwill - 9,518 - 9,518 Cash - - 30,742 30,742 ---------------------------------------------------------------------------- Total assets $ 16,257 $ 43,480 $ 30,855 $ 90,592 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Equipment and intangible expenditures $ 352 $ 131 $ - $ 483 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended June 30, 2012 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Business and Systems Technology Engineering Services Corporate Total ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Revenues $ 49,540 $ 128,251 $ - $ 177,791 Earnings before interest income and income tax expense 8,602 8,052 (2,371) 14,283 Interest income (Note 7) 247 Income tax expense (3,786) ---------------------------------------------------------------------------- Net earnings $ 10,744 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Equipment and intangible expenditures $ 351 $ 479 $ - $ 830 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Acquired intangibles (Note 12) $ - $ 4,670 $ - $ 4,670 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Acquired goodwill (Note 12) $ - $ 1,263 $ - $ 1,263 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended June 30, 2011 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Business and Systems Technology Engineering Services Corporate Total ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Revenues $ 48,906 $ 122,316 $ - $ 171,222 Earnings before interest income and income tax expense 7,179 7,493 (1,905) 12,767 Interest income (Note 7) 696 Income tax expense (3,620) ---------------------------------------------------------------------------- Net earnings $ 9,843 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

10. HEDGING

Foreign currency risk related to contracts

The Company is exposed to foreign currency fluctuations on its cash balance, accounts receivable, accounts payable and future cash flows related to contracts denominated in a foreign currency. Future cash flows will be realized over the life of the contracts. The Company utilizes derivative financial instruments, principally in the form of forward exchange contracts, in the management of its foreign currency exposures. The Company's objective is to manage and control exposures and secure the Company's profitability on existing contracts and therefore, the Company's policy is to hedge 100% of its foreign currency exposure excluding its exposure arising from the Company's US subsidiary. The Company does not utilize derivative financial instruments for trading or speculative purposes. The Company applies hedge accounting when appropriate documentation and effectiveness criteria are met.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives to specific firm contractually related commitments on projects.

The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Hedge ineffectiveness has historically been insignificant.

The forward foreign exchange contracts primarily require the Company to purchase or sell certain foreign currencies with or for Canadian dollars at contractual rates. At June 30, 2012, the Company had the following forward foreign exchange contracts:

  ----------------------------------------------------------- ------------ Equivalent Fair Value Cdn.     June 30, Type Notional Currency Maturity Dollars 2012 ----------------------------------------------------------- ------------ September SELL 1,000 USD 2015$ 1,057 $ 39 September SELL 1,000 USD 2016 1,057 39 September SELL 1,000 USD 2017 1,057 39 SELL 38,466 USD July 2012 39,539 378 BUY 3,125 EURO July 2012 4,004 22 BUY 47 GPB July 2012 75 - ---------------------------------------------------------------------------- Derivative assets $ 517 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- BUY 20,239 USD July 2012$ 20,804 $ 199 SELL 7,909 EURO July 2012 10,135 56 ---------------------------------------------------------------------------- Derivative liabilities $ 255 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

A 10% strengthening (weakening) of the Canadian dollar against the following currencies at June 30, 2012 would have increased (decreased) other comprehensive income as related to the forward foreign exchange contracts by the amounts shown below.

  June 30, 2012 --------------- USD $ 1,550 EURO 617 GBP (7) --------------- $ 2,160 --------------- ---------------

11. CONTINGENCIES

In the normal course of business, the Company is party to employee related claims. The potential outcomes related to existing matters faced by the Company are not determinable at this time. The Company intends to defend these actions, and management believes that the resolution of these matters will not have a material adverse effect on the Company's financial condition.

12. ACQUISITION

On March 1, 2012, the Company acquired all of the outstanding shares of Primacy Management Inc. (Primacy) for consideration of $5,244 of which $4,000 was paid on the date of closing, $300 was paid in April 2012 and $944 is payable contingently as described below. Primacy's principal business activity relates to the management of medical clinics. Primacy was acquired so as to expand the Company's health service offerings. The acquisition is a business combination to which IFRS3 Business Combination applies.

  Consideration: ----------------------------------------------- Cash $ 4,300 Contingent consideration (i) 944 --------------- Total $ 5,244 --------------- --------------- i. Under the contingent consideration arrangement, the Company is required to pay the former shareholders of Primacy an additional $400 and $600 if Primacy attains specified levels earnings before interest, taxes, depreciation and amortization (EBITDA) for the years ending February 28, 2013 and 2014 respectively. Currently, Primacy is on target for achieving its first year earn-out target and with the growing number of clinics operated by Primacy, management believes that Primacy can achieve its earn-out target in the second period. Therefore, the amount of $944 represents the estimated fair value of the Company's obligation at the acquisition date. Acquisition-related costs amounting to $120 have been excluded from the consideration and have been recognized as an expense in the current year, within the general and administration line item in the consolidated statement of net earnings.

The following are the assets acquired and liabilities recognized at the date of the acquisition:

  Current assets: ----------------------------------------------- Cash $ 188 Trade receivables 410 Prepaid expenses 7 ------------ $ 605 Non-current assets: ----------------------------------------------- Equipment $ 25 Intangibles recognized at time of acquisition 4,670 ------------ $ 4,695 Current liabilities: ----------------------------------------------- Trade payables and accrued liabilities (105) Deferred tax liability recognized at time of acquisition (1,214) ------------ (1,319) Net assets acquired $ 3,981 ------------ ------------ Goodwill arising on acquisition: Total consideration $ 5,244 Less: fair value of identifiable net assets acquired (3,981) ------------ Goodwill acquired on acquisition $ 1,263 ------------ ------------

Substantially all of the goodwill that arose on the acquisition of Primacy relates to the value of the taxable temporary differences attributable to the acquired intangibles. None of the goodwill arising on the acquisition is expected to be deductible for tax purposes.

  Net cash outflow as at June 30, 2012 related to the acquisition of Primacy: --------------------------------------------------------------------------- Consideration paid in cash $ 4,300 Less: cash balances acquired (188) ------------ $ 4,112 ------------ ------------

Impact of the acquisition on the consolidated results of the company:

Included in revenues and net earnings for the nine-month periods ending June 30, 2012 is $1,408 and $259 respectively attributable to the additional business generated by Primacy.

Had this business combination been effected at October 1, 2011, the revenue and net earnings of the Company for the nine-month period ending June 30, 2012 would have been higher by $1,367 and $168 respectively. Management considers these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group for the nine-month period ending June 30, 2012 and to provide a reference point for comparison in future periods.

Amortization of Intangibles:

Intangibles are made up of the following assets amortized as follows:

  Asset: Fair value: Life: Amortization: Customer relationship $ 1,909 Indefinite No amortization Contract with customer 2,574 5 years Straight-line over 5 years Non-competition agreements 187 5 years Straight-line over 5 years

The customer relationship, representing expected renewals of the acquired contract, is considered to have an indefinite life based on the fact that the contract is renewable on an annual basis indefinitely.

13. SUBSEQUENT EVENT

On August 8, 2012, the Board of Directors of the Company approved the sale of the Company's US division subject to normal closing conditions. The restrictive nature of foreign ownership of US entities that perform services for the US military, impacted management's pursuit of growth for this division. Revenues from this division for the last nine months were $2,341 and the sale of the division is not expected to have any material impact on the results of the Company.

14. TRANSITION TO IFRS

The Company adopted IFRS on October 1, 2011 effective for its interim and annual consolidated financial statements beginning October 1, 2010. The Company's financial statements for the year ended September 30, 2012 will be the first annual consolidated financial statements that comply with IFRS. As required by IFRS 1, the Company will make an explicit and unreserved statement of compliance with IFRS in its financial statements for the fiscal year ended September 30, 2012. For all periods up to and including September 30, 2011, the Company prepared its financial statements in accordance with previous Canadian GAAP. This note explains how the transition from previous Canadian GAAP to IFRS affected the Company's reported financial position at June 30, 2011, as well as comprehensive income and cash flows for the three and nine-month periods ended June 30, 2011. References to Canadian GAAP in this note refer to Part V of the Canadian Institute of Chartered Accountants Handbook applicable to the Company for the reporting periods up to and including the year ended September 30, 2011. These unaudited interim condensed consolidated financial statements were prepared as described in Note 2 of the Company's financial statements issued for the period ended December 31, 2011, including the application of IFRS 1.

Amounts in the consolidated statements of comprehensive income, financial position, changes in equity and cash flows for the comparative period to be included in the Company's first annual financial statements to be prepared under IFRS for the fiscal year ending September 30, 2012 may differ from the restated figures presented in this note if new standards are adopted prior to September 30, 2012 or if the Company modifies the choices made with regards to its accounting policies under IFRS.

RECONCILIATION OF CANADIAN GAAP TO IFRS

IFRS 1 requires an entity to reconcile equity, comprehensive income and cash flows for prior periods. The Company's first time adoption of IFRS did not have an impact on comprehensive income or total operating, investing or financing cash flows. The following represents the reconciliations from Canadian GAAP to IFRS for the respective periods noted for equity:

  Reconciliation of Equity -------------------------------------------------- June 30, 2011 --------------- Shareholders' Equity as reported under Canadian GAAP $ 62,958 Share repurchase agreement transferred to liabilities (a) (562) --------------- Shareholders' Equity as reported under IFRS $ 62,396 --------------- ---------------
  i. Reclassification within the Statement of Financial Position:

The Company has an agreement with a third party which provides for automatic repurchases of the Company's shares without the Company having the ability to influence the purchases. The financial liability is determined as the present value of the maximum redemption amount. At June 30, 2011, a reclassification adjustment was made and issued capital and retained earnings were reduced by $78 and $484 respectively with an offsetting adjustment to the share repurchase liability account. The amount of the reclassification for future periods will change based on the value of the commitment at the measurement date. An income adjustment will result on any share repurchased below the maximum amount per share.

  ii. Reclassification within the Statement of Net Earnings:

The Company has also made the mandatory reclassification and amortization expense is no longer presented separately but rather is classified based on the underlying functions between Cost of revenues, Selling and marketing and General and administration.

For the three and nine-month periods ending June 30, 2011, the depreciation amounts of $274 and $839 respectively were reclassified as follows:

  Three-month Nine-month ending ending June 30, 2011 June 30, 2011 ---------------------------------------------------------------------------- Cost of revenues $ 136 $ 409 Selling and marketing 31 97 General and administration 107 333 ---------------------------------------------------------------------------- Total $ 274 $ 839 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

Management Discussion and Analysis - June 30, 2012:

(Canadian dollars in thousands, except per share data)

RESULTS OF OPERATIONS

Revenues:

For the third quarter of 2012, revenues were $59,343 compared to $58,529 reported for the same period in 2011 representing a 1% increase from the prior year. For the nine-month period ending June 30, 2012 revenues were $177,791 compared to $171,222 for 2011 an increase of 4%.

Systems Engineering's (SED) revenues were $16,983 in the quarter and $49,540 on a year-to-date basis representing an 4% decrease for the quarter and a 1% increase for the year to date; from the $18,243 and $48,906 recorded last year. Manufacturing related revenues were down considerably relative to the third quarter of last year, however, engineering related revenues compensated for a good portion of the shortfall. Due to the project nature of its business, the SED division is susceptible to significant variation in volumes of activity from period to period.

Business and Technology Services (BTS) revenues were $42,360 in the quarter and $128,251 on a year-to-date basis representing an increase of 6% and 5% respectively from the $40,286 and $122,316 for the same period last year. We realized gains in most of BTS market segments due to steady activity on contracts and the inclusion of Primacy Management revenues for the quarter.

Management expects that the marketplace over the next year will continue to be very competitive. The market conditions for SED are expected to continue to be positive and present new opportunities, although the related timing of project awards is always subject to change. Current BTS backlog will provide a solid level of activity on existing contracts and new opportunities are expected to arise. Cuts in federal government spending will have an impact on future revenues in certain segments, however, the nature and extent of the spending constraints remain uncertain at this time. The timing of future contract awards and customer demand will ultimately determine revenues for the next year.

Gross margin:

Gross margin was 19.1% in the third quarter of 2012, compared to the 18.3% reported in the third quarter a year ago. On a year-to-date basis the Company reported margins of 19% compared to 18.4% for the same period last year. The consolidated gross margin for the third quarter 2012 reflects strong execution on SED contracts offset by continued downward pressure on margins in traditional services lines of the BTS division.

Gross margin in Systems Engineering was 24.6% this quarter compared to 23.3% in the third quarter of 2011 and was 25.7% for the nine-month period ending June 30, 2012 compared to 23.2% for the same period last year. SED margins were buoyed by excellent project execution and relatively high staff utilization levels.

Gross margin in Business and Technology Services was 16.9% compared to the 16.1% reported in the third quarter of 2011. The increase in gross margin reflects the addition of Primacy Management to the mix, whereas the traditional BTS business continued to experience significant pressure on margins when bidding for new work. For the nine-month period ending June 30, 2012 gross margin was 16.4% compared to the 16.5% reported for the same period last year.

Because of the significant difference in gross margin between each of the two divisions, the overall gross margin of the Company is dependent on the relative level of revenue generated from each division. Management will continue to focus on execution and aggressive negotiation of input costs in order to maximize margins. However, stiff competition is expected to continue to put downward pressure on margins in both divisions. The volatility of the Canadian dollar is always an influencing factor for margins on new work in the SED division when denominated in foreign currencies.

Operating expenses:

Selling and marketing, general and administration and facilities totalled $6,746 or 11.4% of revenues in the third quarter of 2012 compared to $6,228 or 10.6% of revenues reported in the third quarter of 2011. The increase is attributable to the addition of Primacy Management as well as certain non-recurring costs during the quarter. On a year-to-date basis, operating expenses were $19,526 or 11.0% of revenues compared to $18,710 or 10.9% of revenues. After removing the effects of one-time costs and the costs associated with the acquisition of Primacy Management Inc., the Company was able to maintain its ratio of operating costs to revenues despite the overall increase in activity.

Interest income:

Interest income for the third quarter of 2012 was $84 compared to $229 in 2011 and on a year-to-date basis was $247 in 2012 compared to $696 in 2011. The decrease is attributable to the settlement of the AIM debenture in fiscal 2011 resulting in no interest accrued in 2012 compared to fiscal 2011. Interest income earned on cash balances was consistent with the prior year.

Income taxes:

The provision for income taxes on a year-to-date basis was $3,786 or 26.0% of earnings before tax compared to $3,620 in 2011 or 26.9% of earnings before tax. The decrease in the realized tax rate is the result of a continued slight decrease in prescribed federal and provincial tax rates. The effective tax rate for 2012, prior to considering the impact of non-taxable transactions, is expected to be approximately 26.5%.

Net earnings:

As a result of the foregoing, in the third quarter of 2012 the Company recorded net earnings of $3,484 or $0.45 per share basic and diluted, compared to $3,451 or $0.45 per share basic and diluted in the same quarter of the prior year. For the nine-month period ending June 30, 2012, the Company reported net earnings of $10,744 or $1.40 per share basic and diluted compared to $9,843 or $1.28 per share basic and diluted in the same period of the prior year.

BACKLOG

The Company's backlog at June 30, 2012 was $611 million with terms extending to fiscal 2018. This compares to $702 million reported at September 30, 2011. Contracted Backlog represents maximum potential revenues remaining to be earned on signed contracts, whereas Option Renewals represent customers' options to further extend existing contracts under similar terms and conditions.

Most fee for service contracts provide the customer with the ability to adjust the timing and level of effort throughout the contract life and as such the amount actually realized could be materially different from the original contract value. The following table represents management's best estimate of the backlog realization for 2012, 2013 and beyond based on management's current visibility into customers' existing requirements.

Management's estimate of the realizable portion (current utilization rates and known customer requirements) is less than the total value of signed contracts and related options by approximately $119 million. The Company's policy is to reduce the reported contractual backlog once it receives confirmation from the customer that indicates the utilization of the full contract value may not materialize.

  Excess Estimated over realizable estimated (dollars in Fiscal Fiscal Beyond portion of realizable millions) 2012 2013 2013 Backlog portion TOTAL ------------------------------------------------------- Contracted Backlog $ 56 $ 161 $ 91 $ 308 $ 45 $ 353 Option Renewals - 10 174 184 74 258 ---------------------------------------------------------------------------- TOTAL $ 56 $ 171 $ 265 $ 492 $ 119 $ 611 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Business and Technology Services $ 40 $ 132 $ 236 $ 408 $ 119 $ 527 Systems Engineering 16 39 29 84 - 84 ---------------------------------------------------------------------------- TOTAL $ 56 $ 171 $ 265 $ 492 $ 119 $ 611 ---------------------------------------------------------------------------- ----------------------------------------------------------------------------

FINANCIAL CONDITION AND CASHFLOWS

Operating activities:

Cash inflows from operating activities for the nine-month period ending June 30, 2012 were $10,352 compared to $624 in 2011. This year's increase is mainly as the result of working capital fluctuations in line with the ebbs and flows of the business and an increase of $3,307 compared to a decrease of $4,896 in 2011 in unearned revenues. The market for the Systems Engineering Division is characterized by contracts with billings tied to milestones achieved, which often results in significant working capital requirements. Conversely, given the nature of this business, it is sometimes possible to negotiate advance payments on contracts. Such advance payments give rise to unearned revenue that will be realized as revenue over the course of the contract. As at June 30, 2012, the Company's total unearned revenue amounted to $11,333. This compares to $8,026 at September 30, 2011, with the increase primarily attributable to advance milestones on certain contracts.

Financing activities:

During the nine-month period ended June 30, 2012, the Company paid quarterly dividends of $0.78 per share compared to 2011 when the Company paid $0.72 per share. The Company intends to continue with its quarterly dividend policy for the foreseeable future.

During the nine-month period ended June 30, 2012, the Company repurchased 77,300 common shares through its normal course issuer bid at an average price of $18.02 compared to the previous year when the Company repurchased 54,400 shares at an average price of $18.26.

Investing activities:

During the nine-month period ended June 30, 2012, the Company acquired all of the outstanding shares of Primacy Management Inc. for cash consideration of $5,244 of which $4,300 was paid during the second and third quarter of 2012.

Capital resources:

At June 30, 2012 the Company had a short-term credit facility of $25,000 with a Canadian chartered bank that bears interest at prime and is secured by assets of the Company. An amount of $612 was used to issue a letter of credit to meet customer contractual requirements. Management believes that Calian has sufficient cash resources to continue to finance its working capital requirements and pay a quarterly dividend.

ADOPTION OF NEW ACCOUNTING RULES AND IMPACT ON FINANCIAL RESULTS

The Company did not adopt any new accounting policies this quarter.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

The interim condensed consolidated financial statements included herein reflect the adoption of IFRS, with effect from October 1, 2010. Periods prior to October 1, 2010 have not been restated and were in accordance with Canadian GAAP which, as discussed in these interim condensed consolidated financial statements, was applied during the periods prior to the effective date of the Company's adoption of IFRS. The Company's financial statements subsequent to this report will be prepared in accordance with IFRS.

Note 14 to the unaudited interim condensed consolidated financial statements contains a detailed description of the Company's conversion to IFRS, including a reconciliation of key components of its financial statements previously prepared under Canadian GAAP to those under IFRS as at and for the three and nine-month period ended June 30, 2011. Although the adoption of IFRS resulted in adjustments to the Company's financial statements, it did not materially impact the underlying cash flows or profitability.

SELECTED QUARTERLY FINANCIAL DATA

  Q3/12 Q2/12 Q1/12 Q4/11 Q3/11 Q2/11 Q1/11 Q4/10 Revenues $59,343 $61,635 $56,813 $55,429 $58,529 $59,433 $53,260 $52,911 Net earnings $ 3,484 $ 3,669 $ 3,591 $ 3,338 $ 3,451 $ 3,254 $ 3,138 $ 3,240 Net earnings per share Basic $ 0.45 $ 0.48 $ 0.47 $ 0.43 $ 0.45 $ 0.42 $ 0.41 $ 0.42 Diluted $ 0.45 $ 0.48 $ 0.47 $ 0.43 $ 0.45 $ 0.42 $ 0.41 $ 0.42

SEASONALITY

The Company's operations are subject to some quarterly seasonality due to the timing of vacation periods and statutory holidays. Typically the Company's first and last quarter will be negatively impacted as a result of the Christmas season and summer vacation period. During these periods, the Company can only invoice for work performed and is also required to pay for statutory holidays. This results in reduced levels of revenues and in a drop in gross margins. This seasonality may not be apparent in the overall results of the Company depending on the impact of the realized sales mix of its various projects.

OUTLOOK

Management believes the Company is well positioned for sustained growth. The Company operates in markets that will continue to require the services that the Company offers. To further assure itself of a stable source of revenues, the Company will continue to focus on increasing the percentage of its revenues derived from recurring business while pursuing new business in adjacent markets.

The Systems Engineering Division has been working within a stable satellite sector and the division is expecting new opportunities to arise as systems adopting the latest technologies will be required by customers to maintain and improve their service offerings. Custom manufacturing activity levels will continue to be directly dependent upon SED's customers' requirements. The continued volatility of the Canadian dollar could impact the Systems Engineering Division's competitiveness when bidding against foreign competition on projects denominated in foreign currencies.

The Business and Technology Services Division's services are adaptable to many different markets. Currently, its strength lies in providing program management and delivery services to the Department of National Defence. Management believes that this department and many others within the federal government will continue to require more support services from private enterprises to supplement their current workforce, however, the federal government's current cost cutting initiatives could have a negative impact on demand, at least in the short term. Management believes that the types of service the division offers will continue to be attractive to government agencies in the long term and the division continues to assess how it can address new markets and increase the availability of new opportunities. The Acquisition of Primacy Management has bolstered the division's performance and it is expected that Primacy will continue to meet the financial targets established as part of the acquisition.

GUIDANCE

While we are excited about the Company's performance over the last quarter, we are mindful that customer spending patterns are constantly under pressure. The federal government's cost cutting initiatives along with increased competitive pressures will certainly present some short term strain; however, we continue to believe that our key markets will remain relatively strong in the longer term. Ultimately, revenues realized will be dependent on the extent and timing of future contract awards as well as customer utilization of existing contracting vehicles. Based on currently available information and our assessment of the marketplace, we expect revenues for fiscal 2012 to be in the range of $230 million to $240 million and net earnings in the range of $1.70 to $1.95 per share.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the most recent interim quarter ending June 30, 2012, there have been no changes in the design of the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

FORWARD-LOOKING STATEMENT

Certain information included in this management discussion and analysis is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company's most recent annual report and other reports filed by the Company with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.

The foregoing discussion and analysis should be read in conjunction with the financial statements for the third quarter of 2012, and with the Management Discussion and Analysis in the 2011 annual report, including the section on risks and opportunities.