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Press release from Marketwire

Calian Reports Third Quarter Results

(All amounts in this release are in Canadian Dollars)

Thursday, August 08, 2013

Calian Reports Third Quarter Results

12:44 EDT Thursday, August 08, 2013

OTTAWA, ONTARIO--(Marketwired - Aug. 8, 2013) - Calian Technologies Ltd. (TSX:CTY) today released unaudited results for the third quarter ended June 30, 2013. Revenues for the quarter were $58.1 million, a 2% decrease from the $59.3 million reported in the same quarter of the previous year. Net earnings were $3.3 million or $0.43 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 ended June 30, 2013, the Company reported revenues of $175.0 million and net earnings of $10.0 million or $1.32 per share basic and diluted, compared to revenues of $177.8 million and net earnings of $10.7 million or $1.40 per share basic and diluted in the prior year.

"Overall, the quarterly results released today were in line with our expectations. Despite a very difficult federal government marketplace we experienced only a slight drop in revenues compared to the same quarter last year. While the SED division was virtually flat compared to last year, our BTS division was coping with continued government cutbacks in certain market segments, offset by a strong showing in the health sector. Our robust backlog continues to play a key role in maintaining our revenue base as we address the realities of slower government spending patterns. During the quarter, several smaller contracts were up for renewal and we were successful in securing all of them. Also we are starting to see the benefit, albeit small at this time, of our non-government initiatives to diversify and evolve our service lines" stated Ray Basler, President and CEO.

"Gross margin percentages were marginally lower than the same quarter last year. This is primarily a reflection of ongoing competitive pressures in the marketplace. Through close scrutiny of operating costs, we were able to negate most of the margin impact and ended the quarter with a bottom line just slightly off last year's mark. We fully expect margins on new work to remain under pressure, at least for the near term. Accordingly, we continue to focus on utilization factors, input costs and market sensitive pricing to ensure that margins are maintained or enhanced wherever possible" continued Basler.

"We continue to generate strong cash flows and pay a healthy quarterly dividend which currently represents a very attractive yield. Also, amidst some softness in our share price, we have taken the opportunity to step up our share repurchase program acquiring nearly 120,000 shares or 1.5% of outstanding stock during the quarter. We continue to remain on the lookout for acquisition opportunities that would strategically enhance our service offerings or augment our customer base" stated Basler.

Given the continued uncertainty associated with federal government spending along with the resultant competition, we remain guarded in our expectations for the balance of the year. 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 results to date, along with currently available information and our assessment of the marketplace, we expect revenues for fiscal 2013 to be in the range of $230 million to $240 million and net earnings unchanged in the range of $1.60 to $1.85 per share.

About Calian

Calian employs over 2,400 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, 2013 and September 30, 2012
(Canadian dollars in thousands)

NOTES
June 30,
2013
September 30,
2012
ASSETS
CURRENT ASSETS
Cash $ 31,288 $ 31,998
Accounts receivable 41,685 40,928
Work in process 7,226 9,446
Prepaid expenses 1,152 1,480
Derivative assets 8 55 234
Total current assets 81,406 84,086
NON-CURRENT ASSETS
Equipment 3,643 3,854
Application software 552 615
Acquired intangibles 3,944 4,352
Goodwill 10,781 10,781
Total non-current assets 18,920 19,602
TOTAL ASSETS $ 100,326 $ 103,688
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 22,835 $ 19,853
Unearned contract revenue 8,236 13,392
Share repurchase obligation 5 574 1,209
Derivative liabilities 8 76 26
Total current liabilities 31,721 34,480
NON-CURRENT LIABILITIES
Deferred tax liabilities 872 1,212
Total non-current liabilities 872 1,212
TOTAL LIABILITIES 32,593 35,692
SHAREHOLDERS' EQUITY
Issued capital 5 20,026 19,949
Contributed surplus 203 164
Retained earnings 47,908 47,186
Accumulated other comprehensive income (loss) (404 ) 697
TOTAL SHAREHOLDERS' EQUITY 67,733 67,996
$ 100,326 $ 103,688
CALIAN TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT
For the three-month and nine-month periods ended June 30, 2013 and 2012
(Canadian dollars in thousands, except per share data)
NOTES Three months
ended
June 30,
2013
Three months
ended
June 30,
2012
Nine months
ended
June 30,
2013
Nine months
ended
June 30,
2012
Revenues $ 58,123 $ 59,343 $ 174,961 $ 177,791
Cost of revenues 47,655 47,995 142,682 143,982
Gross profit 10,468 11,348 32,279 33,809
Selling and marketing 976 1,177 3,055 3,198
General and administration 4,339 4,782 13,472 13,897
Facilities 800 787 2,378 2,431
Profit before interest income and income tax expense 4,353 4,602 13,374 14,283
Interest income 97 84 267 247
Profit before income tax expense 4,450 4,686 13,641 14,530
Income tax expense - current 1,158 1,162 3,560 3,608
Income tax expense - deferred 16 40 50 178
Total income tax expense 1,174 1,202 3,610 3,786
NET PROFIT FOR THE PERIOD $ 3,276 $ 3,484 $ 10,031 $ 10,744
EARNINGS PER SHARE:
Basic 6 $ 0.43 $ 0.45 $ 1.32 $ 1.40
Diluted 6 $ 0.43 $ 0.45 $ 1.32 $ 1.40
CALIAN TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT
AND OTHER COMPREHENSIVE INCOME (LOSS)
For the three and nine-month periods ended June 30, 2013 and 2012
(Canadian dollars in thousands)
NOTES Three months
ended
June 30,
2013
Three months
ended
June 30,
2012
Nine months
ended
June 30,
2013
Nine months
ended
June 30,
2012
PROFIT FOR THE PERIOD $ 3,276 $ 3,484 $ 10,031 $ 10,744
Other comprehensive income, net of tax
Unrealized loss on translating financial statements of an investment in a foreign operation, net of tax of nil (2012 - nil)

-
19

-
(28 )
Change in deferred gain or loss on derivatives designated as cash flow hedges, net of tax of $80 and $400 (2012 - $95 and $241)

(234
) (258 )

(1,101
) 652
Other comprehensive income (loss), net of tax
(234
) (239 )
(1,101
) 624
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD $ 3,042 $ 3,245 $ 8,930 $ 11,368
CALIAN TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the nine-month periods ended June 30, 2013 and 2012
(Canadian dollars in thousands, except per share data)
Notes Issued
capital
Contributed
surplus
Retained
earnings
Foreign
currency
translation
reserve
Cash flow
hedging
reserve
Total
Balance October 1, 2012 $ 19,949 $ 164 $ 47,186 $ - $ 697 $ 67,996
Total comprehensive income - - 10,031 - (1,101 ) 8,930
Dividends ($0.84 per share) - - (6,391 ) - - (6,391 )
Issue of shares under employee share purchase plan 5 424 - - - - 424
Issue of shares under stock option plan 5 99 (6 ) - - - 93
Stock option plan compensation expense 5 - 45 - - - 45
Share repurchase 5 (525 ) - (3,474 ) - - (3,999 )
Share purchase agreement - reclassification 5 79 - 556 - - 635
Balance June 30, 2013 $ 20,026 $ 203 $ 47,908 $ - $ (404 ) $ 67,733
Notes Issued
capital
Contributed
surplus
Retained
earnings
Foreign
currency
translation
reserve
Cash flow
hedging
reserve
Total
Balance October 1, 2011 $ 19,018 $ 219 $ 43,345 $ 22 $ (248 ) $ 62,356
Comprehensive income - - 10,744 (28 ) 652 11,368
Dividends ($0.78 per share) - - (5,982 ) - - (5,982 )
Issue of shares under employee share purchase plan 5 418 - - - - 418
Issue of shares under stock option plan 5 716 (124 ) - - - 592
Stock option plan compensation expense 5 - 42 - - - 42
Share repurchase 5 (195 ) - (1,198 ) - - (1,393 )
Share purchase agreement - reclassification 5 - - (11 ) - - (11 )
Balance June 30, 2012 $ 19,957 $ 137 $ 46,898 $ (6 ) $ 404 $ 67,390
CALIAN TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-month periods ended June 30, 2013 and 2012
(Canadian dollars in thousands)
NOTES Nine months
ended
June 30,
2013
Nine months
ended
June 30,
2012
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period $ 10,031 $ 10,744
Items not affecting cash:
Employee stock purchase plan and option plan compensation expense 96 96
Amortization 1,222 994
11,349 11,834
Change in non-cash working capital
Accounts receivable 516 (1,992 )
Work in process 2,219 (4,799 )
Prepaid expenses (445 ) 708
Accounts payable and accrued liabilities 1,594 984
Unearned contract revenue (5,156 ) 3,307
10,077 10,042
Interest income (267 ) (247 )
Income tax expense 3,610 3,786
Interest received 285 238
Income tax paid (3,534 ) (3,467 )
10,171 10,352
CASH FLOWS USED IN FINANCING ACTIVITIES
Issuance of common shares 5 449 942
Dividends (6,391 ) (5,982 )
Repurchase of shares 5 (3,999 ) (1,393 )
(9,941 ) (6,433 )
CASH FLOWS USED IN INVESTING ACTIVITIES
Equipment and application software expenditures (540 ) (830 )
Acquisition 10 (400 ) (4,112 )
(940 ) (4,942 )
FOREIGN CURRENCY ADJUSTMENT - (28 )
NET CASH OUTFLOW (710 ) (1,051 )
CASH, BEGINNING OF PERIOD 31,998 30,742
CASH, END OF PERIOD $ 31,288 $ 29,691
CALIAN TECHNOLOGIES LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three-month and nine-month periods ended June 30, 2013 and 2012
(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") 34 - Interim Financial Reporting, as issued by the International Accounting Standard Board ("IASB"). These interim consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and in accordance with the accounting policies the Company adopted in its annual consolidated financial statements for the year ended September 30, 2012 and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended September 30, 2012. These unaudited interim financial statements do not include all of the information required in annual financial statements.

These unaudited interim condensed consolidated financial statements for the three and nine-month periods ended June 30, 2013 were authorized for issuance by the Board of Directors on August 8, 2013.

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 1Presentation 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 1Presentation of financial statements (as part of the Annual Improvements to IFRS issued in May 2012)

In May 2012, the IASB amended IAS 1 - Presentation of financial statements. IAS1 requires an entity that changes accounting policies retrospectively or makes a retrospective restatement or reclassification to present a third statement of financial position as at the beginning of the preceding period. the amendments to IAS1 clarify that an entity is required to present a third statement of financial position only when the retrospective application, restatement or reclassification has a material effect on the information in the third statement of financial position and that related notes are not required to accompany the third statement of financial position. 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.

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.

There were no significant changes in estimates or approaches to determining estimates in the periods presented.

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. ISSUED CAPITAL

Share repurchase

During the three and nine-month periods ended June 30, 2013, the Company acquired 119,400 (196,570) of its outstanding common shares at an average price of $20.16 ($20.33) per share for a total of $2,411 ($3,999) including related expenses, through normal course issuer bids in place during the period. During the three and nine-month periods ended June 30, 2012, the Company acquired 10,600 (77,300) of its outstanding common shares at an average price of $20.00 ($18.02) per share for a total of $212 ($1,393) including related expenses, through normal course issuer bids in place during the period. 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. The plan provides for a 10% rolling maximum number of options available for grant. As at June 30, 2013, a total of 748,243 common shares are reserved for issuance under the plan with 240,000 options currently outstanding of which 187,000 are exercisable. No options were issued during the period.

Employee Share Purchase Plan

During the nine-month period ended June 30, 2013 (2012), the Company issued 23,346 (23,674) shares under the Company's Employee Share Purchase Plan at an average price of $15.22 ($14.76) for a total of $355 ($350).

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.

6. EARNINGS PER SHARE

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

Three months ended
June 30
Nine months ended
June 30
2013 2012 2013 2012
Weighted average number of shares - basic 7,556,800 7,670,024 7,601,788 7,653,814
Addition to reflect the dilutive effect of employee stock options 3,911 12,709 6,145 12,714
Weighted average number of shares - diluted 7,560,711 7,682,733 7,607,933 7,666,528

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-month periods ended June 30, 2013 (2012), 155,000 (NIL) were excluded from the above computation. For the nine-month periods ended June 30, 2013 (2012), no options were excluded from the above computation.

Profit for the period is the measure of profit or loss used to calculate earnings per share.

7. 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 year ended September 30, 2012.


Three months ended June 30, 2013
Systems
Engineering
Business and
Technology
Services
Corporate Total
Revenues $ 16,980 $ 41,143 $ - $ 58,123
Profit before interest income and income tax expense 2,344 2,554 (545 ) 4,353
Interest income 97
Income tax expense (1,174 )
Profit for the period $ 3,276
Total assets other than cash and goodwill $ 18,273 $ 39,876 $ 108 $ 58,257
Goodwill - 10,781 - 10,781
Cash - - 31,288 31,288
Total assets $ 18,273 $ 50,658 $ 31,396 $ 100,326
Equipment and intangible expenditures $ 130 $ 120 $ - $ 250

Three months ended June 30, 2012
Systems
Engineering
Business and
Technology
Services
Corporate Total
Revenues $ 16,983 $ 42,360 $ - $ 59,343
Profit before interest income and income tax expense 2,830 2,638 (866 ) 4,602
Interest income 84
Income tax expense (1,202 )
Profit for the period $ 3,484

Nine months ended June 30, 2013
Systems
Engineering
Business and
Technology
Services
Corporate Total
Revenues $ 50,961 $ 124,000 $ - $ 174,961
Profit before interest income and income tax expense 8,262 6,794 (1,682 ) 13,374
Interest income 267
Income tax expense (3,610 )
Profit for the period $ 10,031
Nine months ended June 30, 2012
Systems
Engineering
Business and
Technology
Services
Corporate Total
Revenues $ 49,540 $ 128,251 $ - $ 177,791
Profit before interest income and income tax expense 8,602 8,052 (2,371 ) 14,283
Interest income 247
Income tax expense (3,786 )
Profit for the period $ 10,744


As at September 30, 2012
Total assets other than cash and goodwill $ 23,753 $ 36,277 $ 879 $ 60,909
Goodwill - 10,781 - 10,781
Cash - - 31,998 31,998
Total assets $ 23,753 $ 47,058 $ 32,877 $ 103,688
Equipment and intangible expenditures $ 529 $ 525 $ - $ 1,054
Acquired intangibles $ - $ 4,670 $ - $ 4,670
Acquired goodwill $ - $ 1,263 $ - $ 1,263

8. HEDGING

Foreign currency risk related to contracts

The Company is exposed to foreign currency exchange 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. 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, 2013, the Company had the following forward foreign exchange contracts:


Type
Notional Currency Maturity Equivalent
Cdn. Dollars
Fair Value
June 30, 2013
SELL 1,000 USD September 2015 $ 1,057 $ 5
SELL 1,000 USD September 2016 1,057 5
SELL 1,000 USD September 2017 1,057 5
BUY 16,118 USD August 2013 16,926 27
BUY 1,678 EURO August 2013 2,286 13
Derivative assets $ 55
SELL 27,400 USD August 2013 $ 28,773 $ 47
SELL 4,453 EURO August 2013 6,067 29
Derivative liabilities $ 76

A 10% strengthening (weakening) of the Canadian dollar against the following currencies at June 30, 2013 would have increased (decreased) other comprehensive income (loss) as related to the forward foreign exchange contracts by the amounts shown below:

June 30, 2013
USD $ 1,502
EURO 380
$ 1,882

9. 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.

10. ACQUISITION

Under the contingent consideration arrangement, the Company is required to pay the former shareholders of Primacy Management Inc. 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. During the nine month period ended June 30, 2013, the Company paid the full $400 related to the first year earn-out. Management believes that Primacy will achieve its earn-out target in the second period.

Management Discussion and Analysis - June 30, 2013 :

(Canadian dollars in thousands, except per share data)

RESULTS OF OPERATIONS

Revenues:

For the third quarter of 2013, revenues were $58,123 compared to $59,343 reported for the same period in 2012 representing a 2% decrease from the prior year. For the nine-month period ending June 30, 2013 revenues were $174,961 compared to $177,791 for 2012, a decrease of 2%.

Systems Engineering's (SED) revenues were $16,980 in the quarter and $50,961 on a year-to-date basis representing a relatively flat quarter, but still up 3% on a year-to-date basis when compared to the $16,983 and $49,540 recorded last year. Manufacturing related revenues were down slightly relative to the same quarter of last year due to lower levels of activity in the defence area. Fortunately additional revenues generated from engineering projects were sufficient to compensate for 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 $41,143 in the quarter and $124,000 on a year-to-date basis representing a decrease of 3% from the $42,360 and $128,251 for the same period last year. With the exception of the Health Services contract, the demand for services in other BTS market segments continued to be affected by the government spending cuts. Current year revenues also reflect the removal of the US division.

Management expects that the marketplace for the remainder of the year will continue to be unsettled and very competitive. The market conditions for SED are expected to be moderate and while new opportunities are anticipated, the related timing of project awards, particularly in today's volatile business environment, is always subject to change. Current BTS backlog provides a base level of activity on most existing contracts and new longer term opportunities continue to arise. Revenues generated from these new opportunities would not have a significant impact on revenues for the balance of the year. Cuts in federal government spending have, and will continue to, impact future revenues in certain segments. The nature and extent of future spending constraints remain uncertain and therefore, revenues for the year will ultimately be determined by customer demand and the timing of future contract awards.

Gross margin:

Gross margin was 18.0% in the third quarter of 2013, compared to the 19.1% reported in the third quarter a year ago. On a year-to-date basis the Company reported margins of 18.4% compared to 19.0% for the same period last year.

Gross margin in Systems Engineering was 21.6% this quarter compared to 24.6% in the third quarter of 2012 and was 24.2% for the nine-month period ended June 30, 2013 compared to 25.7% for the same period last year. SED margins were down for the quarter and also on a year-to-date basis due to a cost increase reflected on a certain project as well as general margin pressure being experienced on new work.

Gross margin in Business and Technology Services was 16.5% compared to the 16.9% reported in the third quarter of 2012. For the nine-month period ended June 30, 2013 gross margin was 16.1% compared to the 16.4% reported for the same period last year. The decrease in gross margin in the BTS division was due to competitive pressures on new business, particularly in the government and defence marketplace, tempered somewhat by the year over year timing of certain statutory holidays. Competitive pressure on margins when bidding for new work is expected to remain strong for the balance of the 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, increasing competition is expected to maintain the 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 $18,905 or 10.8% of revenues for the nine month period ended June 30, 2013 compared to $19,526 or 11.0% of revenues reported in the same period of 2012. We have been very diligent in reviewing discretionary spending patterns to ensure that operating expenses remain in line with revenues.

Interest income:

Interest income on a year-to-date basis was $267 in 2013 compared to $247 in 2012.

Income taxes:

The provision for income taxes on a year-to-date basis was $3,610 or 26.5% of earnings before tax compared to $3,786 or 26.0% in 2012 of earnings before tax. The effective tax rate for 2013, 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 2013 the Company recorded net earnings of $3,276 or $0.43 per share basic and diluted, compared to $3,484 or $0.45 per share basic and diluted in the same quarter of the prior year. For the nine-month period ending June 30, 2013, the Company reported net earnings of $10,031 or $1.32 per share basic and diluted compared to $10,744 or $1.40 per share basic and diluted in the same period of the prior year.

BACKLOG

The Company's backlog at June 30, 2013 was $476 million with terms extended to fiscal 2018. This compares to $553 million reported at September 30, 2012. 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 2013, 2014 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 $132 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.

(dollars in millions) Fiscal 2013 Fiscal 2014 Beyond 2014 Estimated realizable
portion of Backlog
Excess over estimated
realizable portion
TOTAL
Contracted Backlog $ 55 $ 105 $ 17 $ 177 $ 62 $ 239
Option Renewals - 47 120 167 70 237
TOTAL $ 55 $ 152 $ 137 $ 343 $ 132 $ 476
Business and Technology Services $ 37 $ 122 $ 125 $ 284 $ 132 $ 416
Systems Engineering 18 30 12 60 - 60
TOTAL $ 55 $ 152 $ 137 $ 343 $ 132 $ 476

FINANCIAL CONDITION AND CASHFLOWS

Operating activities:

Cash inflows from operating activities for the nine-month period ending June 30, 2013 were $10,171 compared to cash inflows of $10,352 in 2012. Changes are mainly the result of working capital fluctuations in line with the ebbs and flows of the business and a decrease of $5,156 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, 2013, the Company's total unearned revenue amounted to $8,236. This compares to $13,392 at September 30, 2012, with the decrease primarily attributable to execution of work that had previously been paid in advance.

Financing activities:

During the nine month period ending June 30, 2013, the Company paid quarterly dividends of $0.84 per share compared to 2012 when the Company paid $0.78 per share. The Company intends to continue with its quarterly dividend policy for the foreseeable future.

During the nine-month period ending June 30, 2013, the Company repurchased 196,570 common shares through its normal course issuer bid at an average price of $20.33 compared to the previous year when the Company repurchased 77,300 shares at an average price of $18.02.

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 $4,000 was paid during the nine month period ended June 30, 2012, net of cash assumed of $188. During the nine month period ended June 30, 2013, the Company paid $400 on account of the earn-out provisions for the first year.

Capital resources:

At June 30, 2013 the Company had a short-term credit facility of $10,000 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.

SELECTED QUARTERLY FINANCIAL DATA

Q3/13 Q2/13 Q1/13 Q4/12 Q3/12 Q2/12 Q1/12 Q4/11
Revenues $ 58,123 $ 58,932 $ 57,906 $ 58,137 $ 59,343 $ 61,635 $ 56,813 $ 55,429
Net earnings $ 3,276 $ 3,354 $ 3,401 $ 3,364 $ 3,484 $ 3,669 $ 3,591 $ 3,338
Net earnings per share
Basic $ 0.43 $ 0.44 $ 0.45 $ 0.44 $ 0.45 $ 0.48 $ 0.47 $ 0.43
Diluted $ 0.43 $ 0.44 $ 0.45 $ 0.44 $ 0.45 $ 0.48 $ 0.47 $ 0.43

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 depended on the impact of the realized sales mix of its various projects.

OUTLOOK

Management believes the Company is well positioned for sustained growth in the long term. 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 and non-government markets.

The Systems Engineering Division has been working within a relatively 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 and some volatility in orders is anticipated. Capital procurements by DND are expected to provide upcoming opportunities, although they are not expected to materialize until next year. 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 in the long term, 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, current cost cutting initiatives in the federal government have already had a negative impact on traditional BTS revenue sources and it is anticipated that the continued roll out of these initiatives could further impact 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 seek new opportunities outside of the Federal Government. 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

As expected, the company's third quarter performance was once again negatively impacted by the unsettled business environment in which we currently operate. However, we were able to compensate for the majority of the impact through operational cost saving initiatives. Given the continued uncertainty associated with federal government spending along with the resultant competition, we remain guarded in our expectations for the balance of the year. 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 results to date, along with currently available information and our assessment of the marketplace, we expect revenues for fiscal 2013 to be in the range of $230 million to $240 million and net earnings unchanged in the range of $1.60 to $1.85 per share.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the most recent interim quarter ended June 30, 2013, 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 2013, and with the Management Discussion and Analysis in the 2012 annual report, including the section on risks and opportunities.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Ray Basler
President and Chief Executive Officer
306-931-3425


Jacqueline Gauthier
Chief Financial Officer
613-599-8600
ir@calian.com
www.calian.com

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