Hummingbird Conference Call to Discuss Acquisition of Key Automation/Dispro Transcript

The following is excerpted from the question-and-answer section of the transcript.

Question: Paul Steep - Yorkton Securities - Analyst : Hi gentlemen. Fred, may be you can just give us a little more detail around the approximate size in terms of revenues and staffs that come over with these deals?

Question: Paul Steep - Yorkton Securities - Analyst : Okay, and what was the structure of the transaction in terms of cash or stock and what was the .... .

Question: Paul Steep - Yorkton Securities - Analyst : Cash only?

Question: Paul Steep - Yorkton Securities - Analyst : And the approximate price?

Question: Paul Steep - Yorkton Securities - Analyst : Okay, and the last one from me would be, have you built any special modules that you are going to be reselling around the government sector and I know, you did some work -

Question: Paul Steep - Yorkton Securities - Analyst : -- the Justice Court?

Question: Paul Steep - Yorkton Securities - Analyst : Okay, so, would you be looking -- have you got something already productized or it is the next step now?

Question: Paul Steep - Yorkton Securities - Analyst : Great, thank you.

Question: Scott Preston - Research Capital Corporation - Analyst : Hi, good morning guys. Fred, can you just repeat what amount of business Key Automation was from Hummingbird products, did you say 90%?

Question: Scott Preston - Research Capital Corporation - Analyst : Okay, and then will they be doing any more projects that are non-Hummingbird, so that business will disappear?

Question: Scott Preston - Research Capital Corporation - Analyst : Okay, I mean, can you just as far as the EUR5m revenue, is that kind of all service integration revenue --? without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. MARCH 27, 2003 / 1:30PM, OTEX.TO - Hummingbird Conference Call to Discuss Acquisition of Key Automation/Dispro

Question: Scott Preston - Research Capital Corporation - Analyst : Okay, so there is -- are there any ongoing customers that they are collecting any sort maintenance type revenue from?

Question: Scott Preston - Research Capital Corporation - Analyst : Yeah.

Question: Scott Preston - Research Capital Corporation - Analyst : So, what percentage would that make up of total revenue, the maintenance type --

Question: Scott Preston - Research Capital Corporation - Analyst : Okay, and will you be keeping all their people?

Question: Scott Preston - Research Capital Corporation - Analyst : Okay that's all I have. Thank you very much.

Question: David Shore - Desjardins Securities - Analyst : Thanks. Do they have any cash?

Question: David Shore - Desjardins Securities - Analyst : Okay. And are there going to be options for the staffs that is coming over?

Question: David Shore - Desjardins Securities - Analyst : How big were the contracts that they were doing for these various ministries. What is the average size?

Question: David Shore - Desjardins Securities - Analyst : Okay. Thank you.

Question: Peter Misek - Scotia Capital - Analyst : Hi Fred. I am wondering if you could give us an idea of where you see future direction of acquisitions heading? Are we to assume that these sort of little puck-ins(ph) or is what we should expect or you are looking at any kind of transformational acquisition, any time soon? Just give us some idea.

Question: Peter Misek - Scotia Capital - Analyst : I guess the reason for the question is on the most reason Cartner(ph) quadrant and certainly some of the other research. You are closely grouped with a few other players in the visionary quadrant, no one is in the leader quadrant. It appears like there may be an opportunity here for you to move up. I guess the key criticism they have had is that they want to see you consolidate your build on some momentum they have seen.

Question: Peter Misek - Scotia Capital - Analyst : Thank you, Fred.

Question: Howard Lis - Griffiths McBurney Partners - Analyst : Yes. Good morning. I just wanted to get a little more clarification on the revenues from Key Automation. Of the EUR5m, how much of that is reselling of Hummingbird licenses?

Question: Howard Lis - Griffiths McBurney Partners - Analyst : That's actually not what I am asking. I did hear that answer. Most of that project work is [inaudible] having professional service; I am trying to find out?

Question: Howard Lis - Griffiths McBurney Partners - Analyst : Okay. So, the incremental revenue to you is -- if you net out the 1m, so we don't double count is about EUR4m of which about 25% of that is non-Hummingbird product really at work, is that correct?

Question: Howard Lis - Griffiths McBurney Partners - Analyst : Okay. So, and that work would sort of not continue the non-Hummingbird work, is that right?

Question: Howard Lis - Griffiths McBurney Partners - Analyst : Okay. So, we are probably talking about somewhere in the $3m to $3.5m incremental revenue to you guys?

Question: Howard Lis - Griffiths McBurney Partners - Analyst : Okay. Great. All right. Thanks very much.

Question: Howard Lis - Griffiths McBurney Partners - Analyst : So, are these contracts that you mentioned earlier, the Ministry of Economic Affairs and water management agencies, does that reflect their business growing at a faster rate, looking forward than it has in the past?

Question: Howard Lis - Griffiths McBurney Partners - Analyst : All right. Okay. Thank you.

Question: Jeffrey Fan - UBS Warburg - Analyst : Hi. Good morning.

Question: Jeffrey Fan - UBS Warburg - Analyst : Couple of questions. First, Fred you mentioned the importance of repeatable sales and obviously up so going forward. Do you have any arrangements in place to keep the key guys at the top around for any length of time, like any arrangements that you have made, you spent a couple of key players within this company? without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. MARCH 27, 2003 / 1:30PM, OTEX.TO - Hummingbird Conference Call to Discuss Acquisition of Key Automation/Dispro

Question: Jeffrey Fan - UBS Warburg - Analyst : No, I am asking about the key guys that are currently running the company, the Key Automation people like....

Question: Jeffrey Fan - UBS Warburg - Analyst : Any arrangements in place for them to that would bind them to stick around?

Question: Jeffrey Fan - UBS Warburg - Analyst : Okay. So, there are employment contracts in place?

Question: Jeffrey Fan - UBS Warburg - Analyst : Okay, and just a clarification on the price, are you mentioning pay cash only that was $9.5m, sorry $8.5m?

Question: Jeffrey Fan - UBS Warburg - Analyst : That's dollars? without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. MARCH 27, 2003 / 1:30PM, OTEX.TO - Hummingbird Conference Call to Discuss Acquisition of Key Automation/Dispro

Question: Jeffrey Fan - UBS Warburg - Analyst : Okay. That's Euro.

Question: Jeffrey Fan - UBS Warburg - Analyst : And last question is, any changes in the guidance that you gave on your last call regarding the fiscal '03 with respect to revenue, I think you mentioned 10% or so, enterprise revenue growth and may be flat connectivity, any changes or updates based on --

Question: Jeffrey Fan - UBS Warburg - Analyst : Okay. Thank you very much.

Question: David Wright - BMO Nesbitt Burns - Analyst : Thanks very much. Good morning.

Question: David Wright - BMO Nesbitt Burns - Analyst : I can see that with LegalKEY that improves your positioning in the Legal marketplace in that you added license seats customers and got maintenance revenue from it. Now, this acquisition seems to be more just a distribution play where you already had them in distribution partner. So, I think this question been asked before, but I will just try it again. Are the skills that Key Automation has; are they transferable to North America and to other geographic regions?

Question: David Wright - BMO Nesbitt Burns - Analyst : Yeah. Okay. That's all I have based on everyone else's question.