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Press release from CNW Group

D+H Reports First Quarter 2012 Results

Tuesday, May 08, 2012

D+H Reports First Quarter 2012 Results17:27 EDT Tuesday, May 08, 2012Stock Exchange Symbol: DHWebsite: www.dhltd.comTORONTO, May 8, 2012 /CNW/ - Davis + Henderson Corporation ("D+H") today reported its financial results for the three months ended March 31, 2012 that were consistent with expectations in the context of our strategic agenda and reflected year-over-year growth in revenues and EBITDA1 primarily due to the inclusion of Mortgagebot LLC ("Mortgagebot"), acquired on April 12, 2011, partially offset by higher spending to benefit future periods.First Quarter Highlights Revenue was $181.6 million compared to $169.5 million for the same quarter in 2011.EBITDA was $40.8 million compared to $37.5 million for the same quarter in 2011.  EBITDA for the first quarter of 2012 was impacted by acquisition-related costs of $0.7 million compared to acquisition-related costs of $1.8 million for the same period in 2011.Adjusted net income1 was $22.0 million ($0.3709 per share) for the first quarter of 2012 compared to $22.8 million ($0.4275 per share) for the same quarter in 2011. Adjusted net income per share for the first quarter of 2012 was impacted by the issuance of 6 million shares in April 2011 to partially fund the Mortgagebot acquisition.Net income was $14.9 million ($0.2521 per share) compared to $36.0 million ($0.6769 per unit) for the same quarter in 2011. Net income for the first quarter of 2011 benefited from tax recoveries of $14.3 million compared to a tax expense of $4.9 million in the first quarter of 2012. Net income per share for the first quarter of 2012 was additionally impacted by the issuance of 6 million shares in April 2011.On March 30, 2012, D+H paid a dividend of $0.31 per share to its shareholders of record on March 16, 2012. For the same period in 2011, D+H paid $0.3033 per share which comprised of a $0.1533 per unit distribution that was paid on January 31, 2011 (declared on December 31, 2010 when D+H was an income trust) and a $0.15 per share special dividend paid on March 31, 2011.____________________________1D+H financial results are prepared in accordance with IFRS. D+H reports several non-IFRS financial measures, including EBITDA and Adjusted net income used above. Adjusted net income is calculated as net income, adjusted to remove certain non-cash items and certain items of note such as acquisition-related expenses and discontinued operations and the related tax effects of these adjustments including tax effects of corporate conversions. These items are excluded in calculating Adjusted net income as they are not considered indicative of the financial performance of D+H for the period being reviewed. Any non-IFRS financial measures should be considered in context with the IFRS financial statement presentation and should not be considered in isolation or as a substitute for IFRS net income or cash flows. Further, D+H's measures may be calculated differently from similarly titled measures of other companies. See Non-IFRS Financial Measures for a more complete description of these terms.D+H's unaudited consolidated financial statements for the first quarter of 2012, accompanying notes to the financial statements and management's discussion & analysis (MD&A) along with the supplementary financial information will be available tomorrow on www.sedar.com and at www.dhltd.com.For a more detailed discussion of the results and management's outlook, please see Management's Discussion and Analysis below.Caution Concerning Forward-Looking StatementsThis press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Statements concerning D+H's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of D+H are forward-looking statements.  The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  These forward-looking statements are subject to important assumptions, including the following specific assumptions: the ability of D+H to meet its revenue, EBITDA and Adjusted net income targets; general industry and economic conditions; changes in D+H's relationship with its customers and suppliers; pricing pressures and other competitive factors; the anticipated effect of acquisitions on the financial performance of D+H; and the expected benefits arising as a result of acquisitions. D+H has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements.  While D+H considers these factors and assumptions to be reasonable based on information currently available, there can be no assurance that actual results will be consistent with these forward-looking statements.Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of D+H, or developments in D+H's industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.Risks related to forward-looking statements include, among other things, challenges presented by declines in the use of personal and business cheques; D+H's dependence on a limited number of large financial institution customers and dependence on their acceptance of new programs; strategic initiatives being undertaken to meet D+H's financial objective; stability and growth in the real estate, mortgage and lending markets; as well as general market conditions, including economic and interest rate dynamics. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.  The documents incorporated by reference herein also identify additional factors that could affect the operating results and performance of D+H. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and D+H does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change except as required by applicable securities laws.All of the forward-looking statements made in this press release and the documents incorporated by reference herein are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, D+H.Conference Call D+H will discuss its financial results for the three months ended March 31, 2012 via conference call at 10:00 a.m. EST (Toronto time) on Wednesday, May 9, 2012. The number to use for this call is 647-427-7450 for Local / International callers or 1-888-231-8191 for US / Canada callers. The conference call will be hosted by Gerrard Schmid, Chief Executive Officer and by Brian Kyle, Chief Financial Officer. The conference call will also be available on the web by accessing CNW Group's website www.newswire.ca/en/event. For anyone unable to listen to the scheduled call, the rebroadcast number will be: 416-849-0833for Toronto area callers, or 1-855-859-2056 for all other callers, with Encore Password 75732471. The rebroadcast will be available until Wednesday, May 23, 2012.  An archive recording of the conference call will also be available at the above noted web address for one month following the call and a text version of the call will be available at www.dhltd.com.ADDITIONAL INFORMATIONAdditional information relating to D+H, including D+H's most recently filed Annual Information Form, is available on SEDAR at www.sedar.com.MANAGEMENT'S DISCUSSION AND ANALYSISManagement's Discussion and Analysis ("MD&A") for the first quarter of 2012 for Davis + Henderson Corporation (the "Company" or the "Corporation" or the "Business" or "Davis + Henderson" or "D+H" or "we" or "our"), which was formerly known as Davis + Henderson Income Fund (the "Fund"), has been prepared with an effective date of May 8, 2012 and should be read in conjunction with the MD&A in the Annual Report for the year ended December 31, 2011, dated March 6, 2012, and the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2012. External economic and industry factors remain substantially unchanged from those described in the annual MD&A and the Corporation's most recently filed Annual Information Form, except as described herein.NON-IFRS FINANCIAL MEASURESThe information presented within the tables in this MD&A include certain adjusted financial measures such as "EBITDA" (Earnings before interest, taxes, depreciation and amortization; EBITDA also excludes fair value adjustments of interest-rate swaps which are directly related to interest expense), "Adjusted net income" (net income before certain non-cash charges such as amortization of intangibles from acquisitions and fair value adjustments of interest-rate swaps and certain items of note such as acquisition-related expenses and discontinued operations), and "Adjusted net income per share", all of which are not defined terms under IFRS. These non-IFRS financial measures should be read in conjunction with the Consolidated Statements of Income.  See the reconciliation of EBITDA and Adjusted net income to the most directly comparable IFRS measure, "Net income", in the "Operating Results" section of this MD&A.Management believes these supplementary measures provide useful additional information related to the operating results of the Corporation.  Management uses these subtotals as measures of financial performance and as a supplement to the Consolidated Statements of Income.  Investors are cautioned that these measures should not be construed as an alternative to using net income as a measure of profitability or as an alternative to the IFRS Consolidated Statements of Income or other IFRS statements. Further, these measures do not have any standardized meaning and D+H's method of calculating each balance may not be comparable to calculations used by other companies bearing the same description.EBITDAIn addition to its use by management as an internal measure of financial performance, EBITDA is used to measure (with adjustments) compliance with certain financial covenants under the Company's credit facility and bonds. EBITDA is also widely used by D+H in assessing performance and value of a business. EBITDA has limitations as an analytical tool, and the reader should not consider it in isolation or as a substitute for analysis of results as reported under IFRS.Adjusted Net Income and Adjusted Net Income per ShareEffective January 1, 2011, as a result of the conversion from an income trust structure to a corporate structure, the Business commenced using Adjusted net income and Adjusted net income per share as a measure for evaluating its results.  Periods prior to January 1, 2011, do not have a comparable measure.Adjusted net income is used as a measure of internal performance similar to net income, but is calculated after removing the impacts of certain items such as acquisition-related expenses, discontinued operations and certain non-cash items such as amortization of intangibles from acquisitions and fair value adjustments of interest-rate swaps. Also excluded from Adjusted net income are the tax effects of corporate conversion and acquisitions. These items are excluded in calculating Adjusted net income as they are not considered indicative of the financial performance of the Business for the period being reviewed.STRATEGYD+H is a leading solutions provider to the financial services marketplace. We have several market-leading service offerings within Canada, including: payment solutions (reported as programs to chequing accounts in prior periods); the provision of registration, recovery and related services for secured loan products; the servicing of student loans; and the delivery of lending technology solutions. Additionally, through Mortgagebot LLC ("Mortgagebot"), D+H is a market-leading provider of Software-as-a-Solution ("SaaS"), point-of-sale mortgage and consumer loan solutions in the United States for over 1,070 banks and credit unions. In Canada, we also offer leading technology solutions in the commercial lending, small business lending and leasing area, as well as servicing solutions within the credit card market and in a number of other specialty areas.D+H's strategy is to establish market-leading positions within well defined and growing service areas in the financial services marketplace and to further expand our service offerings by enhancing the activities that we perform on behalf of our customers. We expect to advance this strategy through organic initiatives, as well as by partnering with third parties and by way of selective acquisitions. D+H's long-term financial objective is to deliver sustainable and growing earnings through continued organic revenue growth and by way of strategic acquisitions.Over the past several years, D+H has executed this strategy by evolving payment solutions, completing several acquisitions, including Resolve Business Outsourcing Income Fund ("Resolve") in 2009, ASSET Inc. ("ASSET") in January 2011, and Mortgagebot in April 2011, and by further enhancing our services and capabilities. As a result, we offer a diverse range of market-leading services.Consistent with its strategy, on a go-forward basis, management is working to: (i) evolve and enhance the value of payment solutions (specifically chequing and credit card programs); (ii) extend our technology supported services related to personal, student and commercial lending and leasing markets; and (iii) grow in other areas within the financial services marketplace.As well, on May 3, 2012, D+H announced the acquisition of 100% equity interest in Avista Solutions, Inc. ("Avista") of Charleston, South Carolina, for a purchase price of approximately US$ 40 million.  Avista is a leading provider of SaaS mortgage loan origination software for community and regional banks, credit unions and mortgage bankers in the United States. Additionally, on April 24, 2012, we announced the completion of a strategic minority investment in Santa Ana, California-based Compushare, Inc. ("Compushare"), a technology management and cloud computing provider to financial institutions, for US$ 9.8M. Both of these transactions strengthen our capability to deliver on our goal of being a leading solutions provider to the North American financial services industry.For a detailed discussion of the results for the first quarter 2012 and management's outlook, please see below. For a detailed discussion of risk factors, please refer to the most recent Annual Information Form and the 2011 Annual Report filed on SEDAR.ACCOUNTING PRINCIPLES AND FINANCIAL INFORMATION PRESENTATIONThe Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").  Prior to January 1, 2011, the consolidated financial statements were reported in accordance with Canadian generally accepted accounting principles ("Canadian GAAP").Results from continuing operations include the performance of acquired businesses from the respective dates of acquisition and exclude results from businesses classified as discontinued operations.Comparative information presented for periods prior to January 1, 2011 relate to those of the Fund, and the results for the periods subsequent to January 1, 2011 are those of the Corporation. Consequently, throughout this MD&A, any references to distributions, unitholders, and per unit amounts relate to periods prior to January 1, 2011, and any references to dividends, shareholders and per share amounts relate to periods subsequent to January 1, 2011.All amounts are in Canadian dollars, unless otherwise specified.Segment ReportingCommencing in the first quarter of 2012, D+H reports its results by its reportable segments based on its two strategic business units, the "Canadian Segment" and the "U.S. Segment".  Comparatives have been presented to conform to the current period disclosure.The Canadian Segment includes payment solutions, loan registration and recovery services, loan servicing, technology solutions in commercial lending, small business lending and leasing area, lending technology services to the Canadian mortgage market and other business service solutions.  The U.S. Segment consists of lending technology services to the U.S. mortgage market, including Mortgagebot, a leading SaaS provider of mortgage point-of-sale offerings in the United States and provider of a range of consumer direct, loan officer, branch and call centre mortgage and consumer loan origination solutions.The results reported under each of these segments do not include certain items such as interest expense, income taxes and fair value adjustments related to derivative instruments, as these items are considered to be of a corporate nature and as such, have been reported as part of Corporate.CONSOLIDATED OPERATING RESULTS - FIRST QUARTER OF 2012Consolidated Operating Results - OverviewGrowth in consolidated revenues and EBITDA in the first quarter of 2012, compared to the same period in 2011, was driven primarily by the inclusion of the Mortgagebot business acquired on April 12, 2011. The Business also experienced modest increases in three of its five service areas in the Canadian Segment as more fully described in the discussion of business results.  Consolidated EBITDA for both quarters were additionally impacted by acquisition-related costs incurred in connection with the acquisitions of ASSET and Mortgagebot.The following table is derived from, and should be read in conjunction with, the Consolidated Statements of Income and includes non-IFRS financial measures. Management believes this supplementary disclosure provides useful additional information. See Non-IFRS Financial Measures section for a description of non-IFRS terms used.The consolidated results include those of ASSET, effective January 18, 2011, and Mortgagebot effective April 12, 2011.  Operating results of ASSET have been included as part of the Canadian Segment and the operating results of Mortgagebot have been included as part of the U.S. segment.ConsolidatedOperating and Financial Results1(in thousands of Canadian dollars, except per share amounts, unaudited)          Quarter ended March 31,        20122011Revenue      $ 181,613 $ 169,548Expenses 2     140,780132,045EBITDA 2, 3     40,83337,503            Depreciation of capital assets and amortization of non-acquisition intangibles   6,8375,504Amortization of intangibles from acquisitions   10,9398,092Interest expense   4,8213,989Amortization and fair value adjustment of derivative instruments4   (1,645)(1,687)Income tax expense (recovery)    4,947(14,290)Income from continuing operations       14,93435,895Income from discontinued operations, net of tax 5      -140Net income       14,93436,035          Adjustments:          Non-cash items:       Amortization of intangibles from acquisitions   10,9398,092  Amortization and fair value adjustment of derivative instruments 4   (1,645)(1,687) Other items of note:       Acquisition-related items2   7371,799  Discontinued operations, net of tax 5   -(140) Tax effect of above adjustments (excluding discontinued operations) 6   (2,998)(2,133) Tax effect of corporate conversion 7   -(19,209)Adjusted net income3        $ 21,967 $ 22,757                    Adjusted net income per share, basic and diluted 3, 8, 9        $ 0.3709 $ 0.4275Income from continuing operations per share, basic and diluted 8, 9        $ 0.2521 $ 0.6743Net income per share, basic and diluted 8, 9        $ 0.2521 $ 0.6769                               Quarter ended March 31,          2012 vs. 2011           % change          Revenue      7.1%EBITDA 2, 3      8.9%Adjusted net income per share 3, 7, 8    (13.2%)1 The consolidated results include those of ASSET and  Mortgagebot, effective from the respective dates of acquisition of January 18, 2011 and April 12, 2011.2Consolidated expenses for the first quarter of 2011 include acquisition-related costs pertaining to certain transaction costs.  Results for the first quarter of 2012 also include certain retention and incentive costs related to the acquisition of Mortgagebot.3 EBITDA and Adjusted net income are non-IFRS terms.  See Non-IFRS Financial Measures for a more complete description of these terms.4  Includes: (i) mark-to-market adjustments of interest-rate swaps that are not designated as hedges for hedge accounting purposes, and for which any change in the fair value of these contracts is recorded through the Consolidated Statement of Income; and (ii) amortization of the mark-to-market adjustment of interest-rate swaps relating to cumulative net gains and losses that were deferred prior to January 1, 2007 when hedge accounting was discontinued for these swaps.5 The Business sold a non-strategic component of its contact centre business in October 2010 and entered into a transition agreement with the buyer which ended on April 1, 2011.  The results of these operations are presented as discontinued operations in the comparative periods presented. 6 The following adjustments to net income are tax effected at their respective tax rates: (i) amortization of acquisition intangibles; (ii) amortization and fair value adjustment of derivative instruments; and, (iii) acquisition-related items.7 Adjustments for first quarter of 2011 related to non-cash income tax recoveries recorded in connection with the conversion from an income trust structure to a corporation in January 2011.  Compared to an adjustment of $13.5 million related to tax recoveries reported in the first quarter of 2011, Adjusted net income for the first quarter of 2011 has been amended to reflect the identification of a further one-time non-cash tax recovery of $5.7 million related to tax changes in connection with the corporate conversion in January 2011.8 Diluted net income per share and Diluted Adjusted net income per share (non-IFRS term) reflect impacts of outstanding options.  If the average market price during the period is below the option price plus the fair market value of the option, then the options are not included in the dilution calculation. The options outstanding were not dilutive for the periods presented.9 Weighted average number of shares outstanding during the first quarter of 2012 was 59,233,373 shares (Q1 2011 - 53,233,373 shares). Consolidated RevenueConsolidated revenue for the first quarter of 2012 was $181.6 million, an increase of $12.1 million, or 7.1%, compared to the same period in 2011. This increase was primarily due to the inclusion of Mortgagebot, acquired on April 12, 2011, and to a lesser extent, organic growth in certain other service areas.  Services delivered by the Business are subject to seasonality, including fees earned in connection with mortgage origination services and automobile loan registration services, which are typically stronger in the second and third quarters than in the first and fourth quarters.  See Operating Results by Segment section for a more detailed discussion of revenue by service area.The following table reflects the relative size of each of the major service areas as a percentage of consolidated revenue based on a rolling twelve-month period:      Rolling twelve-months ended March 31,    20122011Revenue - Consolidated      Payment solutions 3   40%44% Loan registration and recovery services   22%21% Loan servicing   18%20% Lending technology services 1   15%9% Business service solutions 2   5%6%          100%100%1Includes revenue reported as part of the U.S. segment.2Previously reported as Other.3 Previously reported as Programs to the chequing account.Payment solutions include: (i) the cheque supply program which serves the personal and small business account holders of our financial services customers; and (ii) various other subscription fee based enhancement services and other service offerings directed towards account opening activities. These service offerings (excluding the component of enhancement and identity protection services that are integrated in the cheque order) currently represent a small component of revenues within this revenue category. In general, cheque order volumes in this area have historically been declining as consumers and small businesses choose other payment methods.  Revenue related to payment solutions is reported as part of the Canadian Segment for segment reporting purposes.Loan registration and recovery services support the personal and commercial lending activities of our financial services customers. Services include the registration and management of data related to secured lending for both personal and real property loans as well as recovery services related to both secured and unsecured lending activities. The largest service areas within this revenue category are search and registration services, which currently account for approximately 50% to 60% of revenue, and recovery services accounting for approximately 25% to 35% of revenue. In both instances, loans relating to vehicle purchases are a significant driver of activity and as such can be variable. In general, registration services are impacted by both economic cyclicality and seasonality, while recovery services are, in general, counter-cyclical. Other services within this revenue category include mortgage discharge services and various search-related services, both of which we deliver on behalf of our financial institution customers.  Revenue related to the loan registration and recovery services are reported as part of the Canadian Segment for segment reporting purposes.Loan servicing programs include student loans administration services offered to financial institutions and governments and credit card servicing offered to card issuers.  The student loans administration services currently account for approximately 70% to 80% of revenues within this revenue category.  In general, student loan servicing volumes have been stable and modestly growing as student loans balances have been increasing and the term of the loans extended.  Recent integration of two lending portfolios into a single managed portfolio will reduce the fees we earn on a net basis.Volumes related to credit card servicing can be more variable and are primarily impacted by customer initiatives.  Revenues related to the loan servicing programs are reported as part of the Canadian Segment for segment reporting purposes.Lending technology services include services directed towards mortgage markets in both Canada and, recently with the acquisition of Mortgagebot in April 2011, the United States. As well, we offer technology products and services in both countries directed towards leasing, commercial lending and small business lending. Revenues related to the mortgage markets currently represent approximately 85% to 95% of revenues within this category, with approximately 50% to 60% attributable to transaction-based fees earned in connection with Canadian mortgage originations and 40% to 50% representing fees related to the U.S. SaaS loan origination services.  Mortgage origination fees can be variable and are impacted by many factors including the economy, the housing market and interest rates, among others.  For segment reporting purposes, revenues from the lending technology services to the Canadian mortgage markets and the products and technology solutions for leasing, commercial lending and small business lending offered in both Canada and U.S. are reported as part of the Canadian Segment. Revenues related to the U.S. SaaS loan origination services are reported as part of the U.S. Segment.Business service solutions (previously reported as Other), include a number of smaller service offerings that are primarily outsourced activities we perform on behalf of a variety of customers including non-financial services customers. Revenues from these activities are reported as part of the Canadian Segment for segment reporting purposes.Consolidated Expenses      Consolidated expenses of $140.8 million for the first quarter of 2012 increased by $8.7 million or, 6.6% compared to the same quarter in 2011.  The increase primarily reflects the inclusion of Mortgagebot expenses within the U.S. Segment.  The Canadian Segment also contributed to the increase in consolidated expenses as a result of costs associated with technology-related transformation and integration activities.  On a consolidated basis, these increases were partially offset by lower acquisition-related expenses in the first quarter of 2012, compared to the same period in 2011. Consolidated expenses for the first quarter of 2012 included $0.7 million of acquisition-related costs ($1.8 million for the same period in 2011).Consolidated EBITDAConsolidated EBITDA during the first quarter of 2012 was $40.8 million, an increase of $3.3 million, or 8.9%, compared to the same quarter in 2011. The majority of the increase in the first quarter of 2012 was attributable to the acquisition of Mortgagebot as part of the U.S. Segment, partially offset by a decrease in EBITDA in the Canadian Segment.  To a lesser degree, consolidated EBITDA for the first quarter of 2012 benefited from lower acquisition-related costs of $0.7 million in the current quarter, compared to $1.8 million for same period in 2011.Consolidated Net Income Consolidated net income of $14.9 million for the first quarter of 2012 decreased by $21.1 million, or 58.6%, compared to the same period in 2011.  Net income for the first quarter of 2011 benefited from tax recoveries of $14.3 million which included tax recoveries of $19.2 million related to the changes in the tax status of the Business as a result of the conversion from an income trust to a corporation. This was compared to an income tax expense of $4.9 million for the first quarter of 2012. Net income for the first quarter of 2012 was additionally impacted by an increase in expenses related to integration initiatives in the Canadian Segment, partially offset by the positive contribution from the U.S. Segment as a result of the inclusion of the results from Mortgagebot.Consolidated Adjusted Net Income Adjusted net income for the first quarter of 2012 and for the same period in 2011 excluded: (i) non-cash impacts of items such as amortization of intangibles from acquisitions and gains and losses related to fair value adjustment of derivative instruments; and (ii) other items of note such as acquisition-related costs referred to below and tax recoveries related to the changes in the tax status of the Business as a result of the conversion from an income trust to a corporation. Net income is also adjusted for the tax impact of these adjustments to arrive at Adjusted net income.For the first quarter of 2012, consolidated Adjusted net income was $22.0 million ($0.3709 per share), a decrease of $0.8 million, or 3.5%, compared to $22.8 million ($0.4275 per share) for the same period in 2011.  Adjusted net income per share for the first quarter of 2012 was impacted by the issuance of 6 million shares in April 2011 to partially fund the Mortgagebot acquisition. Consolidated Adjusted net income excluded tax recoveries of $19.2 million ($0.3608 per share) related to the changes in the tax status of the Business as a result of the conversion from an income trust to a corporation. Compared to an adjustment of $13.5 million related to tax recoveries originally reported in the first quarter of 2011, Adjusted net income for the first quarter of 2011 has been amended to reflect the identification of a further one-time non-cash tax recovery of $5.7 million related to tax changes in connection with the corporate conversion in January 2011.OPERATING RESULTS BY SEGMENT1(in thousands of Canadian dollars, except per share amounts, unaudited)       Quarter ended March 31,       Canadian Segment U.S. Segment Corporate Consolidated       2012 2011 2012  2011 20122011 2012 2011Revenue   $ 170,022  $ 169,548  $ 11,591   $ -  $- $ -  $ 181,613  $ 169,548Expenses 2  134,491 130,445 6,289  1,600 -- 140,780 132,045                        EBITDA 2, 3  35,531 39,103 5,302  (1,600) -- 40,833 37,503                      Amortization of capital assets and non-acquisition intangibles  6,504 5,504 333  - -- 6,837 5,504Amortization of intangibles from acquisitions  8,131 8,092 2,808  - -- 10,939 8,092Interest expense  - - -  - 4,8213,989 4,821 3,989Amortization and fair value adjustment of derivative instruments4  - - -  - (1,645)(1,687) (1,645) (1,687)Income tax expense (recovery)   - - -  - 4,947  (14,290) 4,947 (14,290)                  Income (loss) from continuing operations  20,896 25,507 2,161  (1,600) (8,123)11,988 14,934 35,895Income from discontinued operations, net of tax 5  - 140 -  - -- - 140                        Net income (loss)  $ 20,896 $ 25,647 $ 2,161  $ (1,600) $ (8,123)$ 11,988 $ 14,934 $ 36,0351 The results include those of ASSET (included as part of the Canadian Segment) and Mortgagebot (included as part of the U.S. segment), effective from the dates of acquisition of January 18, 2011 and April 12, 2011, respectively.2Expenses include acquisition-related items such as transaction costs related to acquisitions and certain retention and incentive payments related to the Mortgagebot acquisition.3 EBITDA is a non-IFRS term.  See Non-IFRS Financial Measures for a more complete description of this term.4 Includes: (i) mark-to-market adjustments of interest-rate swaps that are not designated as hedges for hedge accounting purposes, and for which any change in the fair value of these contracts is recorded through the Consolidated Statement of Income; and (ii) amortization of the mark-to-market adjustment of interest-rate swaps relating to cumulative net gains and losses that were deferred prior to January 1, 2007 when hedge accounting was discontinued for these swaps.5The Business sold a non-strategic component of its contact centre business in October 2010 and entered into a transition agreement with the buyer which ended on April 1, 2011. The results of these operations are presented as discontinued operations for the first quarter of 2011. OPERATING RESULTS - CANADIAN SEGMENTOperating results from the following service areas are included in the Canadian Segment:  (i) payment solutions; (ii) loan registration and recovery services; (iii) loan servicing; (iv) lending technology services in Canada; and (v) business service solutions.Overall, in the first quarter of 2012, revenue growth in certain service areas of the Canadian Segment was offset by decreases in revenue in other service areas combined with higher spending to benefit future periods. For a more detailed discussion on revenues and expenses in this segment, see the comments below.Revenue (in thousands of Canadian dollars, unaudited)              Quarter ended March 31,           2012     2011Revenue - Canadian Segment                  Payment solutions           $ 74,781      $ 74,211 Loan registration and recovery services 1          37,954     36,374 Loan servicing           34,111     33,272 Lending technology services 2          14,548     15,499 Business service solutions 3          8,628     10,192                              $ 170,022      $ 169,5481Includes revenue from ASSET from the acquisition date of January 18, 2011.2Excludes revenue from Mortgagebot.3 Excluded from reported revenue are the discontinued operations for the comparative period presented. Revenue from payment solutions for the first quarter of 2012 was $74.8 million, an increase of $0.6 million, or 0.8%, compared to the same quarter in 2011. Revenue for the first quarter of 2012 benefited from the positive impact of higher average order values attributable to program changes and product and service enhancements in the chequing and credit card programs, partially offset by volume decreases in cheque orders.  Management believes that the long-term historical trend related to current cheque order decline is relatively unchanged and continues to be in the low single digit range. In recent periods, there has been greater volatility in order volumes, including higher personal order volume reductions.Loan registration and recovery services revenue for the first quarter of 2012 was $38.0 million, an increase of $1.6 million, or 4.3%, compared to the same quarter in 2011.  This increase was mainly due to higher transaction volumes in registration services reflecting a modest recovery within the auto and auto lending markets.  Volumes in this area can be variable due to changes in the economy, changes in the auto and auto lending markets and seasonality. Typically, this service area experiences stronger volumes during the second and third quarters as compared to the first and fourth quarters as consumers more frequently purchase and finance cars in the spring and summer.  The increase in revenue related to registration volumes during the first quarter of 2012 was partially offset by a decline in recovery services related to ASSET, a counter-cyclical business, in line with our expectations.Loan servicing programs revenue for the first quarter was $34.1 million, an increase of $0.8 million, or 2.5%, compared to the same quarter in 2011. As described earlier, loan servicing programs consist of student loan administration services, which comprises the largest portion of revenues within this service area, and credit card servicing. The increase during the first quarter of 2012 was primarily attributable to an increase in professional fees, partially offset by contractual price declines, within the student loans program. Volumes in this area are expected to be relatively stable and modestly growing in the short-term, as described earlier. Cost management activities are being directed towards lowering the impact of reduced pricing and fees related to particular customers, including reduced fees we will earn as one of our customers integrates the servicing of their portfolio into that of another one of our customers.  The increase in revenue within the student loan administration services was partially offset by a decrease in the credit card servicing area, where prior periods reflected specific customer initiatives that increased both revenues and expenses with minimal impact on profitability in those periods.Revenue from the lending technology services related to the Canadian Segment for the first quarter of 2012 was $14.5 million, a decrease of $1.0 million, or 6.1%, compared to the same quarter in 2011.  The decrease was mainly due to a reduction in transaction-based fees in this service area, specifically, an anticipated decrease in origination fees for the quarter driven by the repatriation by a customer of certain services we historically performed for them that we announced previously, and to a lesser extent, from the changes announced by the Department of Finance on January 17, 2011 to tighten mortgage rules, including reductions in mortgage amortization periods, maximum refinancing amounts and amounts that can be drawn on home equity loans. These changes become effective in the first quarter of the prior year and the Company believes contributed to an acceleration of origination activities in the first quarter of 2011. In general, industry analysts expect the Canadian housing market to continue to moderate with some potential for cooling of prices in major urban areas through 2012.Revenues from business service solutions, which consists of other smaller service areas for the first quarter of 2012 were $8.6 million, compared to $10.2 million for the same period in 2011.  In general, we expect to continue to experience some reductions in this area as a result of program repatriation by certain customers.  On October 7, 2010, the Business sold a non-strategic component of its contact centre business and entered into a transition agreement with the buyer, which expired on April 1, 2011.  The results of these operations were previously reported in this revenue category and have been presented as discontinued operations for the comparative periods presented.Expenses Total expenses for the Canadian Segment for the first quarter of 2012 were $134.5 million, an increase of $4.0 million, or 3.1%, compared to the same quarter in 2011.  This increase was primarily attributable to costs associated with technology transformation and integration activities.  Expenses for the first quarter 2011 for the Canadian Segment included acquisition-related costs of $0.2 million. No such costs were incurred in the first quarter of 2012.Canadian Segment              Quarter ended March 31, (in thousands of Canadian dollars, unaudited)           2012     2011                      Employee compensation and benefits 1           $ 53,257      $ 50,381Non-compensation direct expenses 2          56,708     55,939Other operating expenses 3          24,526     24,125                                      $ 134,491      $ 130,4451 Employee compensation and benefits are net of apprenticeship tax credits and amounts capitalized related to software product development.2 Non-compensation direct expenses include materials, shipping, selling expenses and third party direct disbursements.3Other operating expenses include occupancy costs, communication costs, licensing fees, professional fees, contractor fees, transaction costs related to acquisitions of businesses and expenses not included in other categories. Other operating expenses are net of inter-segment management fees received from the U.S. segment. Employee compensation and benefits costs of $53.3 million for the first quarter of 2012 for the Canadian Segment increased by $2.9 million, or 5.7%, compared to the same quarter in 2011.  The increase was primarily related to the replacement of contract labour (recorded as other operating expenses) with full-time staff, partially offset by tax credits associated with a government apprenticeship program.Non-compensation direct expenses for the Canadian Segment were $56.7 million for the first quarter of 2012, an increase of $0.8 million, or 1.4%, compared to the same quarter in 2011. In general, these expenses directionally change with revenue changes.Other operating expenses for the first quarter of 2012 of $24.5 million increased by $0.4 million, or 1.7%, compared to the same quarter in 2011.  The increase in other operating expenses was attributable to costs associated with technology transformation and integration activities. The increase was partially offset by replacement of contract labour with full-time staff as discussed above and inter-segment management fees charged to Mortgagebot for shared services.EBITDA EBITDA for the first quarter of 2012  for the Canadian Segment was $35.5 million, a decrease of $3.6 million, or 9.1%, compared to the same quarter in 2011, mainly due to an increase in expenses as a result of the costs associated with transformation and integration activities. EBITDA was additionally impacted by integration and program repatriation by customers as previously described. Cost management activities are being directed towards reducing the impact of integration and repatriation by customers as described above.Depreciation of Capital Assets and Amortization of Non-acquisition Intangibles Depreciation of capital assets and amortization of non-acquisition intangible assets of $6.5 million during the first quarter of 2012 for the Canadian Segment increased by $1.0 million, or 18.2%, compared to the first quarter of 2011, primarily related to capital additions.Amortization of Intangibles from AcquisitionsAmortization of acquisition-related intangibles for the first quarter of 2012 in the Canadian Segment of $8.1 million was consistent with the same period in 2011.OPERATING RESULTS - U.S. SEGMENTThe U.S. Segment consists of the operating results of Mortgagebot since the acquisition date of April 12, 2011.RevenueU.S. Segment revenue for first quarter of 2012 of $ $11.6 million related to online mortgage origination revenue from Mortgagebot.ExpensesU.S. Segment              Quarter ended March 31, (in thousands of Canadian dollars, unaudited)           2012     2011                      Employee compensation and benefits 1           $ 3,770      $ -Non-compensation direct expenses           257     -Other operating expenses 2          2,262     1,600                                      $ 6,289      $ 1,6001 Employee compensation and benefits expenses include retention and incentive costs related to the acquisition of Mortgagebot.2Other operating expenses include inter-segment management fees, occupancy costs, transaction costs related to acquisitions of businesses and expenses not included in other categories. Amounts reported for the first quarter of 2011 relate to transaction costs incurred in connection with the acquisition of Mortgagebot. Expenses for the U.S. Segment included acquisition-related costs of $0.7 million for the first quarter of 2012 ($1.6 million for the same period in 2011). These consisted of retention and incentive costs related to the acquisition of Mortgagebot and transaction costs incurred in connection with acquisitions of businesses that are required to be expensed under IFRS.EBITDAEBITDA for the U.S. Segment for the first quarter of 2012 was $5.3 million, which included acquisition-related costs of $0.7 million for the first quarter of 2012 and $1.6 million for the same period in 2011 described above.  Expenses for the first quarter of 2011 include transaction costs incurred in connection with the acquisition of Mortgagebot.Depreciation of Capital Assets and Amortization of Non-acquisition IntangiblesDepreciation of capital assets and amortization of non-acquisition intangible assets during the first quarter of 2012 for the U.S. Segment was $0.3 million.Amortization of Intangibles from AcquisitionsAmortization of acquisition-related intangibles for the first quarter of 2012 for the U.S. Segment was $2.8 million and related to the intangibles from the Mortgagebot acquisition on April 12, 2011.OPERATING RESULTS - CORPORATE The following items are reported as part of the Corporate segment:  interest expense, amortization and fair value adjustments of derivative instruments and income tax expense (recovery).Interest ExpenseInterest expense for the first quarter of 2012 increased by $0.8 million, compared to the same quarter in 2011, due to increased borrowings in relation to the acquisitions of ASSET and Mortgagebot.Amortization and Fair Value Adjustment of Derivative InstrumentsInterest-rate swapsA net unrealized gain of $1.6 million  on interest-rate swaps was recognized in the first quarter of 2012 (Q1 2011 -  net unrealized gain of $1.7 million) reflecting fair value adjustments related to changes in market interest rates at March 31, 2012 compared to December 31, 2011.These unrealized gains and losses are recognized in income because these interest-rate swaps are not designated as hedges for accounting purposes.  In general, a loss on interest-rate swaps is recorded when interest rates decrease as compared to certain previous periods and a gain is recorded when interest rates increase.  Provided the Company does not cancel its interest-rate swaps, the unrealized amounts represent a non-cash unrealized gain or loss that will subsequently reverse through income as the related swaps mature.  The Company has historically held its derivative contracts to maturity.Income Tax Expense (Recovery)In the first quarter of 2012, an income tax expense of $4.9 million was recorded (Q1 2011 -  $14.3 million recovery), which included tax expenses related to the utilization of loss carry-forwards and book income not taxable until a future period.  The income tax recovery in the first quarter of 2011 included a tax recovery due to the recognition of a previously unrecognized deferred tax asset related to intangible assets.  The benefit of this deferred tax asset was expected to be realized as a consequence of the corporate conversion. Additional recoveries related to the conversion were also recognized in Q1 2011.Due to the corporate structure, certain available tax losses, and no expected requirements to pay 2012 tax instalments, the Company does not expect to pay any significant cash taxes in 2012.EIGHT QUARTER CONSOLIDATED STATEMENT OF INCOME - SUMMARY 1 (in thousands of Canadian dollars, except per share amounts, unaudited)               201220112010     Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2            Revenue $ 181,613 $ 183,777 $ 186,275 $ 185,120 $ 169,548 $ 162,474 $ 164,319 $ 167,093Expenses2 140,780138,202140,050137,023132,045133,018128,147123,319            EBITDA 2, 3 40,83345,57546,22548,09737,50329,45636,17243,774            Depreciation of capital assets and amortization of non-acquisition           intangibles 6,8376,7495,8205,8275,5045,6435,0304,962Amortization of intangibles from acquisitions 10,93911,00911,04010,5908,0927,1086,9257,158Interest expense  4,8214,9094,7925,2723,9893,4053,5173,692Amortization and fair value adjustment           of derivative instruments4 (1,645)(145)3,9911,227(1,687)(2,796)1,5661,797Income tax expense (recovery) 4,9477,6845,5221,717(14,290)3,448(1,447)395            Income from continuing operations 14,93415,36915,06023,46435,89512,64820,58125,770Income (loss) from discontinued operations, net of tax 5 ----140(620)(1,886)(531)            Net income  $ 14,934 $ 15,369 $ 15,060 $ 23,464 $ 36,035 $ 12,028 $ 18,695 $ 25,239            Adjustments:          Non-cash items:           Amortization of intangibles from acquisitions $ 10,939$ 11,009$ 11,040$ 10,590$ 8,092     Amortization and fair value adjustment of derivative instruments 4 (1,645)(145)3,9911,227(1,687)    Other items of note:           Acquisition-related items2 7376376107071,799     Discontinued operations, net of tax 5 ----(140)    Tax effect of above adjustments (excluding discontinued operations) 6 (2,998)(3,391)(4,465)(3,256)(2,133)    Tax effect of corporate conversion and acquisitions 7 -2,080-(3,628)(19,209)               Adjusted net income3  $ 21,967 $ 25,559 $ 26,236 $ 29,104 $ 22,757                                       Adjusted net income per share, basic and diluted 3, 8  $ 0.3709 $ 0.4315 $ 0.4429 $ 0.4974 $ 0.4275 n/m  n/m  n/m Income from continuing operations per share, basic and diluted 8  $ 0.2521 $ 0.2595 $ 0.2542 $ 0.4010 $ 0.6743 $ 0.2376 $ 0.3866 $ 0.4841Net income per share, basic and diluted 8  $ 0.2521 $ 0.2595 $ 0.2542 $ 0.4010 $ 0.6769 $ 0.2260 $ 0.3512 $ 0.4741n/m = not measurable1 Results include those of ASSET, effective from the date of acquisition of January 18, 2011 and those of Mortgagebot effective from the date of acquisition of April 12, 2011.  2 Expenses for 2012 include acquisition-related items including transaction costs incurred in connection with acquisition of businesses as well as certain retention and incentive costs related to the Mortgagebot acquisition.3 EBITDA and Adjusted net income are non-IFRS terms.  See Non-IFRS Financial Measures for a more complete description of these terms.  Periods prior to January 1, 2011, do not have a comparable measure for Adjusted net income due to the differences in taxation for D+H as an income trust prior to January 1, 2011 and as a corporation subsequent to that date.4  Includes: (i) mark-to-market adjustments of interest-rate swaps that are not designated as hedges for hedge accounting purposes, and for which any change in the fair value of these contracts is recorded through the Consolidated Statement of Income; and (ii) amortization of the mark-to-market adjustment of interest-rate swaps relating to cumulative net gains and losses that were deferred prior to January 1, 2007 when hedge accounting was discontinued for these swaps.5 The Business sold a non-strategic component of its contact centre business in October 2010 and entered into a transition agreement with the buyer, which expired on April 1, 2011.  The results of these operations are presented as discontinued operations.6 The following adjustments to net income are tax effected at their respective tax rates: (i) amortization of acquisition intangibles; (ii) amortization and fair value adjustment on derivative instruments; and (iii) acquisition-related costs.7  Adjustments for the first and second quarters of 2011 included non-cash income tax recoveries recorded in connection with the conversion to a corporation and acquisitions.  Adjustments for the fourth quarter of 2011 related to derecognition of previously recognized tax attributes.8  Diluted Net income per share and Diluted Adjusted net income per share (non-IFRS term) reflect impacts of outstanding options.  If the average market price during the period is below the option price plus the fair market value of the option, then the options are not included in the dilution calculation. The options outstanding are not dilutive for the periods presented. The Business has generally reported quarterly revenues that are relatively stable and growing when measured on a year-over-year basis, however more recent changes in the economic environment generally, the housing and mortgage markets and the auto lending markets specifically, have increased volatility. Measured on a sequential quarter-to-quarter basis, revenues can also vary due to seasonality and are generally stronger in the second and third quarters. The acquisition of ASSET on January 18, 2011 and the acquisition of Mortgagebot on April 12, 2011 increased revenues and expenses. Per share amounts were also impacted by the issuance of 6,000,000 additional shares of the Corporation in April 2011 to partially fund the acquisition of Mortgagebot.Effective January 1, 2011, as a result of the conversion from an income trust structure to a corporate structure, the Business commenced using Adjusted net income as a measure for evaluating its results.  Adjusted net income is a non-IFRS financial measure.  See Non-IFRS Financial Measures for a more complete description of this term.  Periods prior to January 1, 2011, do not have a comparable measure for Adjusted net income.Net income has been more variable as it has been affected by the variability in non-cash items such as fair value adjustments of interest-rate swaps, amortization of intangibles from acquisitions and changes in other non-cash tax items.CONSOLIDATED CASH FLOW AND LIQUIDITYThe following table is derived from, and should be read in conjunction with, the Consolidated Statements of Cash Flows. Management believes this disclosure provides useful additional information related to the cash flows of the Corporation, repayment of debt and other investing activities.Consolidated Summary of Cash Flows   (in thousands of Canadian dollars, unaudited)         Quarter ended March 31,      2012     2011                 Cash and cash equivalents provided by (used in):                          OPERATING ACTIVITIES             Net income from continuing operations       $ 14,934      $ 35,895Depreciation and amortization of assets      17,776     13,596Amortization and fair value adjustment of derivative instruments      (1,645)     (1,687)Difference in interest expense and cash interest paid      600     (196)Non-cash income tax and options expenses      6,865     (14,290)                   38,530     33,318Increase in non-cash working capital items      (14,640)     (15,674)Changes in other operating assets and liabilities and discontinued operations      683     104             Net cash from operating activities      24,573     17,748             FINANCING ACTIVITIES             Net change in long-term indebtedness      5,000     81,000Issuance costs, equity and debt      -     (1,305)Distributions and dividends paid during the period      (18,362)     (16,146)Net cash from (used in) financing activities      (13,362)     63,549             INVESTING ACTIVITIES             Capital expenditures     (10,536)     (9,721)Acquisitions      -     (70,734)Net cash used in investing activities      (10,536)     (80,455)             Increase in cash and cash equivalents for the period      675     842Cash and cash equivalents, beginning of period      2,213     1,144Cash and cash equivalents, end of period       $ 2,888      $ 1,986             Consolidated Capital Expenditures Consolidated capital expenditures were $10.5 million for the first quarter of 2012, $0.8 million higher than the same period in 2011.Higher capital expenditures in the first quarter of 2012 primarily reflected integration and upgrade activities, and investing in the building of technology products and capability.DividendsDuring the first quarter of 2012, the Corporation paid $0.31 per share to its shareholders.  For the same period in 2011, $0.3033 per share was paid to the shareholders, which comprised of a $0.1533 per unit distribution that was paid on January 31, 2011 (declared on December 31, 2010 when D+H was an income trust) and a $0.15 per share special dividend paid on March 31, 2011.Shares OutstandingAs at March 31, 2012, and May 8, 2012, common shares outstanding were 59,233,373, reflecting the additional 6 million common shares issued in April 2011 to fund the Mortgagebot acquisition (as at March 31, 2011 - 53,233,373 shares outstanding;  December 31, 2011 - 59,233,373 shares outstanding).Consolidated Changes in Non-Cash Working Capital and Other Items             Quarter ended March  31,(in thousands of Canadian dollars, unaudited)         2012     2011                   Increase in non-cash working                 capital items         $ (14,640)     $ (15,674) Changes in other operating assets and                liabilities and discontinued operations         683     104                   Increase  in non-cash working capital and                other items         $ (13,957)     $ (15,570)                  The net increase in non-cash working capital items for the first quarter of 2012 was attributable mainly to decreases in accrued payables due to normal course timing differences reflecting payments made during the first quarter of 2012.The Company expects to experience continued variability of non-cash working capital due to the nature and timing of services rendered in connection with the businesses recently acquired.Consolidated Cash Balances and Long-Term IndebtednessAt March 31, 2012, cash and cash equivalents totalled $2.9 million, compared to $2.2 million at December 31, 2011.The long-term indebtedness is recorded on the Consolidated Statement of Financial Position, net of unamortized deferred financing fees. The long-term indebtedness as at March 31, 2012, before deducting unamortized deferred finance fees of $5.8 million, was $355.8 million, compared to $352.1 million at December 31, 2011.  During the first quarter of 2012, on a net basis, the Business drew $5.0 million on its credit facilities.The long-term indebtedness includes drawings under a Seventh Amended and Restated Credit Agreement ("Credit Agreement") dated April 12, 2011 of $213.0 million.  Total committed senior secured credit facilities under this Credit Agreement as at March 31, 2012 were $355.0 million, consisting of a revolving credit facility that matures on April 12, 2016.  The Business is permitted to draw on the revolving facility's available balance of $142.0 million to fund capital expenditures or for other general purposes.  The Credit Agreement contains a number of covenants and restrictions, including the requirement to meet certain financial ratios and financial condition tests.  The financial covenants include a leverage test, a fixed charge coverage ratio test and a limit on the maximum amount of distributions by the Corporation to its shareholders during each rolling four-quarter period.  The Company was in compliance with all of its financial covenants and financial condition tests as of the end of its latest quarterly period.  A copy of the Credit Agreement is available at www.sedar.com.As at March 31, 2012, and May 8, 2012, long-term indebtedness also consists of fixed-rate Bonds of $80 million issued under a Second Amended and Restated Note Purchase and Private Shelf Agreement dated April 12, 2011 ("Note Purchase Agreement"), which include a $50.0 million Bond issued under the senior secured Note Purchase Agreement at a fixed-interest rate of 5.99% and a $30.0 million Bond at 5.17%, both maturing on June 30, 2017.  In addition, the Business entered into a Note Purchase and Private Shelf Agreement pursuant to which the Company issued US$ 63 million of senior secured guaranteed notes at 5.59%, maturing on April 12, 2021 to partially fund the acquisition of Mortgagebot.The Note Purchase Agreements and the Note Purchase and Private Shelf Agreement are available at www.sedar.com.As at March 31, 2012, and as at May 8, 2012, the Credit Agreement provides for an additional uncommitted credit arrangement of up to $150.0 million and the Note Purchase and Private Shelf Agreement provides for an additional uncommitted arrangement of up to US$ 37 million with the use of these arrangements subject to the prior approval of the relevant lenders with any fees, spreads and other additional terms to be negotiated at that time.The Company has historically hedged against increases in market interest rates on certain of its debt by utilizing interest-rate swaps and more recently by issuing fixed rate long-term bonds as described above.As at March 31, 2012, the average effective interest rate on the Corporation's total indebtedness was approximately 4.8%.Hedge ContractsInterest-rate swapsIn respect of interest-rate swap contracts with its lenders, as of March 31, 2012, the Company's borrowing rates on 44.6% of outstanding long-term indebtedness under the Credit Agreement are effectively fixed at the interest rates and for the time periods ending as outlined in the following table:(in thousands of Canadian dollars, unaudited)               Fair value of interest-rate swaps    Maturity Date Notional amount   AssetLiability   Interest Rate ¹December 18, 2014 $ 25,000    $ - $ 809   2.720%March 18, 201525,000   -1,013   2.940%March 18, 201725,000   -1,789   3.350%March 20, 201720,000   -1,447   3.366%  $ 95,000    $ - $ 5,058    1The listed interest rates exclude bankers' acceptance fees and prime-rate spreads currently in effect.  Such fees and spreads could increase or decrease depending on the Company's financial leverage compared to certain levels specified in the Credit Agreement.  As at March 31, 2012, the Company's long-term bank indebtedness was subject to bankers' acceptance fees of 2.25% over the applicable BA rate and prime rate spreads of 1.25% over the prime rate. As at March 31, 2012, the Company would have to pay the fair value of $5.1 million if it were to close out all of its interest-rate swap contracts as set out in the Consolidated Statement of Financial Position.  It is not the present intention of management to close out these contracts and the Company has historically held its derivative contracts to maturity.Foreign exchange forward contractsThe Company enters into foreign exchange contracts to fix foreign exchange rates on its foreign currency transactions, which are relatively minor.   As at March 31, 2012, the Company had foreign exchange forward contracts aggregating US $10.0 million with two of its lenders, as follows:(in thousands of Canadian dollars, unless otherwise noted, unaudited)          Notional    Fair value of foreign exchange contracts     Maturity date         amount (USD)   AssetLiability   Exchange rate                   June 15, 2012         $ 3,000    $ 105 $ -   1.0339June 15, 2012        2,000   47-   1.0221September 14, 2012        3,000   101-   1.0347September 14, 2012        2,000   44-   1.0231                             $ 10,000   $ 297 $ -                       Under these contracts, the Company is required to deliver the agreed US dollar amount and in return receive the contracted Canadian dollar amount set forth in each contract.  It is not the present intention of management to close out these contracts.  The Company has historically held its derivative contracts to maturity.These foreign exchange contracts have been designated as hedges in accordance with IFRS, for hedge accounting purposes to hedge a set amount of forecasted cash inflows.  The Company accounts for these hedges as cash flow hedges as per IAS 39. The change in fair value of the hedging instrument (foreign exchange forward contracts), to the extent it is effective, is recorded in Other Comprehensive Income ("OCI"). The ineffective portion of the gain or loss on the hedging instrument is recognized in profit or loss.  The fair value changes are recorded in OCI, as the hedging relationship was considered to be effective both at inception of these hedges and at the reporting date.BUSINESS RISKS  A comprehensive discussion of the risks that impact the Business can be found on the Corporation's most recently filed Annual Information Form and the most recently filed annual MD&A, available on SEDAR at www.sedar.com.  Risks and uncertainties related to the Corporation have not changed since the filing of the 2011 annual MD&A and the 2011 Annual Information Form.OUTLOOK D+H's long-term financial objective is to deliver sustainable and growing earnings through continued organic revenue growth and by way of strategic acquisitions. In January and April 2011, respectively, the Company completed the acquisitions of ASSET and Mortgagebot. In April and May 2012, respectively, D+H announced the completion of the minority interest investment in Compushare, and the acquisition of Avista.  These acquisitions continue to strengthen our ability to deliver on our goal of being a leading solutions provider to the North American financial services industry, provide further revenue diversification, and support our long-term strategy.Going forward, we will focus on executing our organic growth initiatives, integrating the Business and continuing to diligently manage costs through our transformational and integration initiatives.  Beyond the immediate term, we believe that our market leadership and combined capabilities will solidly position D+H in the markets we serve and allow us to grow consistent with our long-term objectives.As set out in our statement of strategy, we look to grow our Business through a combination of organic initiatives, partnering with third parties and by way of selective acquisitions. Our organic initiatives are many and include: (i) the ongoing advancement of payment solutions through the addition of value-added service enhancements; (ii) the expansion of our current services within the student lending, commercial and personal lending areas (including the mortgage, credit card and personal property markets); (iii) selling and delivering our lending technology services to new customers; and (iv) combining the capabilities of D+H together with those of the recently acquired businesses to develop new service offerings for our financial institution customers. Our acquisition strategy focuses on acquiring companies that extend or add to the services that we provide within the financial services marketplace.  Our acquisition plans may continue to involve extending beyond the Canadian market.With the inclusion of several new service areas over the last several years, we expect to continue to experience some increase in variability in year-over-year quarterly revenues, earnings and cash flows, due to, among other items: (i) volume variances within the lien registration and mortgage origination service areas; (ii) variability in professional services work; and (iii) fees and expenses incurred in connection with acquisitions and related business integration activities.  In the Canadian Segment, the Company believes that lending technology services revenues in 2012 will reflect the impact of a previously announced customer repatriation and more moderate housing and real estate activity compared to the previous year.  In the U.S. Segment, a slight recovery within the U.S. housing market is expected combined with a reduction in refinancing activity in 2012.For 2012, we anticipate that our capital spending will be approximately $35 million, although additional spending will be incurred in support of growth opportunities if and as they surface.As described earlier, the Corporation does not expect to pay any significant cash taxes in 2012.ADDITIONAL INFORMATIONAdditional information relating to the Company, including the Company's most recently filed Annual Information Form, is available on SEDAR at www.sedar.com.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION  (in thousands of Canadian dollars, unaudited)                             March 31, 2012   December 31, 2011                ASSETS                Cash and cash equivalents         $2,888  $2,213Trade and other receivables           79,972   79,753Prepayments           11,794   12,821Inventories          4,743   4,946Derivative assets held for risk management          297   126                Total current assets           99,694   99,859Deferred tax assets          36,456   39,987Property, plant and equipment          33,569   32,169Intangible assets          432,880   444,575Goodwill          664,356   666,735                Total non-current assets           1,167,261   1,183,466Total assets          $1,266,955  $1,283,325                LIABILITIES                Trade payables and accrued liabilities         $81,153  $93,131Deferred revenue          11,434   10,216Provisions          811   3,480Current tax liabilities          341   -                Total current liabilities           93,739   106,827                Deferred revenue           9,327   9,492Derivative liabilities held for risk management          5,058   6,703Loans and borrowings          350,027   345,921Deferred tax liabilities           97,689   97,350Other long-term liabilities          7,704   7,334                Total non-current liabilities           469,805   466,800Total liabilities           563,544   573,627                EQUITY                Share capital          673,352   673,163Retained earnings          24,021   27,449Accumulated other comprehensive income          6,038   9,086Total equity          703,411   709,698                  Total liabilities and equity          $1,266,955  $1,283,325  CONSOLIDATED STATEMENTS OF INCOME  (in thousands of Canadian dollars, except per share amounts, unaudited)                 Three months ended      March 31, 2012   March 31, 2011Revenue   $181,613  $169,548Employee compensation and benefits     57,027   50,381Other expenses     83,753   81,664Income from operating activities before depreciation and amortization     40,833   37,503          Depreciation of property, plant and equipment    2,265   2,339Amortization of intangible assets    15,511   11,257Income from operating activities     23,057   23,907          Finance expenses:          Amortization and fair value adjustment of derivative instruments     (1,645)   (1,687)Interest expense     4,821   3,989Income from continuing operations before income tax     19,881   21,605          Income tax expense (recovery)    4,947   (14,290)Income from continuing operations     14,934   35,895          Income from discontinued operations, net of taxes    -   140Net income   $14,934  $36,035          Net income per share from continuing operations, basic and diluted    $0.2521  $0.6743Net income per share from discontinued operations, basic and diluted    $-  $0.0026Net income per share, basic and diluted    $0.2521  $0.6769                    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  (in thousands of Canadian dollars, unaudited)                               Three months ended             March 31, 2012   March 31, 2011                   Net income           $14,934  $36,035                   Cash flow hedges:                  Amortization of mark-to-market adjustment                  of derivative instruments            -   52 Effective portion of changes in fair value of cash flow hedges            170   - Net amount transferred to profit or loss            (281)   -Foreign currency translation            (2,937)   -Total comprehensive income          $11,886  $36,087                                CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY  (in thousands of Canadian dollars, unaudited)              Three monthsended March 31, 2012                        Accumulated other comprehensiveincome (loss)            Share capital  Foreign currencytranslation reserve  Hedging reserve  Retained earnings /(deficit)  Total equity                 Balance at January 1, 2012   $673,163  $9,326  $(240)  $27,449  $709,698Net Income for the period   -  -  -  14,934  14,934Cash flow hedges   -  -  (111)  -  (111)Foreign currency translation   -  (2,937)  -  -  (2,937)Dividends   -  -  -  (18,362)  (18,362)Options    189  -  -  -  189Balance at March 31, 2012   $673,352  $6,389  $(351)  $24,021  $703,411                              Three months ended March 31, 2011                        Accumulated other comprehensiveincome (loss)          Share capital  Foreign currencytranslation reserve  Hedging reserve  Retained earnings /(deficit)  Total equity                 Balance at January 1, 2011   $595,859  $-  $(86)  $(40,623)  $555,150Net Income for the period   -  -  -  36,035  36,035Amortization of mark-to-marketadjustment of derivativeinstruments   -  -  52  -  52Capital reduction pursuant tothe arrangement    (40,623)  -  -  40,623  -Dividends   -  -  -  (7,985)  (7,985)Balance at March 31, 2011   $555,236  $-  $(34)  $28,050  $583,252                                 CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands of Canadian dollars, unaudited)                                      Three months ended        March 31, 2012   March 31, 2011             Cash and cash equivalents provided by (used in):                         OPERATING ACTIVITIES            Net income from continuing operations      $14,934  $35,895Adjustments for:             Depreciation of property, plant and equipment       2,265   2,339 Amortization of intangible assets       15,511   11,257 Amortization of mark-to-market adjustment             of derivative instruments       -   52 Fair value adjustment of derivative instruments       (1,645)   (1,739) Finance costs       4,821   3,989 Deferred taxes       6,335   (14,290) Current taxes       341   - Options expense       189   - Changes in non-cash working capital items      (14,640)   (15,674) Changes in other operating assets and liabilities      683   (85)Cash generated from operating activities       28,794   21,744 Interest paid       (4,221)   (4,185) Cash flows from discontinued operations       -   189Net cash from operating activities       24,573   17,748             FINANCING ACTIVITIES            Repayment of long-term indebtedness       (5,000)   (81,000)Proceeds from long-term indebtedness       10,000   162,000Payment of issuance costs of long-term indebtedness       -   (1,305)Dividends paid       (18,362)   (16,146)Net cash from (used in) financing activities       (13,362)   63,549             INVESTING ACTIVITIES            Acquisition of property, plant and equipment       (3,685)   (2,810)Acquisition of intangible assets       (6,851)   (6,911)Acquisition of subsidiaries and acquisition adjustments       -   (70,734)Net cash used in investing activities       (10,536)   (80,455)             Increase in cash and cash equivalents            for the period       675   842Cash and cash equivalents, beginning of period       2,213   1,144Cash and cash equivalents, end of period      $2,888  $1,986About D+HD+H is a leading solutions provider to the financial services marketplace. Founded in 1875, the Company today provides innovative technology-based programs, products and business services tailored to our customers' needs. We embrace thought leadership and are continuously expanding our capabilities to better anticipate the needs of our customers, build trust and deliver on our promises. Davis + Henderson Corporation is listed on the Toronto Stock Exchange under the symbol DH. Further information can be found in the disclosure documents filed by Davis + Henderson Corporation with the securities regulatory authorities, available at www.sedar.com.   For further information: Brian Kyle, Chief Financial Officer, (416) 696-7700, extension 5690 or visit our website at www.dhltd.com