Critical Elements Lithium CorporationTSXV: CRE

Corel Corporation Reports First Quarter Results

OTTAWA, May 4 /CNW/ - Corel Corporation (NASDAQ:CREL)(TSX:CRE) today
reported results for its first quarter ended February 28, 2006, consistent
with the preliminary results reported in the Company's Final Prospectus from
its Initial Public Offering dated April 25, 2006. Results from WinZip's
operations are included from January 18, 2005 under the rules of SFAS 141.
Total revenues in the first quarter of fiscal 2006 were $44.3 million, an
increase of 11% over total revenues of $40.0 million in the first quarter of
fiscal 2005. Income from operations for the 2006 first quarter was $5.7
million, compared to $4.0 million in the first quarter of 2005, an increase of
41%. The Company recorded income tax expense of $3.2 million in the quarter,
including $2.4 million related to WinZip, and interest expense of $3.9
million, resulting in a net loss of $1.6 million, or $(0.08) per pro forma
diluted share. In the first quarter of fiscal 2005, the Company recorded a tax
expense of $180,000 and interest expense of $2.0 million, resulting in a net
loss of $2.5 million, or $(0.16) per share.
Adjusted EBITDA in the first quarter of fiscal 2006 was $14.4 million, a
19% increase compared to $12.1 million in the first quarter of fiscal 2005. A
reconciliation of Cash Flow from Operations, which was $5.9 million and $9.0
million in the first quarters of fiscal years 2006 and 2005, respectively, to
Adjusted EBITDA can be found in the tables accompanying this press release.
David Dobson, CEO of Corel Corporation, said, "We are pleased with our
first quarter results that reflect the fundamental strengths of the Corel
business model. The acquisition of WinZip delivered positive results in the
quarter, contributing to the increase in revenue and operating income. During
the quarter we also signed a new OEM agreement with Lenovo, the third largest
PC manufacturer in the world. This agreement supports our goal of extending
Corel's reach into both mature and emerging markets by offering
value-conscious consumers full-featured, easy-to-use products that are highly
compatible with industry standards."
On May 2, 2006, Corel completed its initial public offering of 6,500,000
common shares at US $16.00 (CDN $18.11) per share. As part of the offering,
Corel sold 5,000,000 common shares and certain selling shareholders sold
1,500,000 common shares.

Forward-Looking Statements:

This news release includes forward-looking statements that are based on
certain assumptions and reflect our current expectations. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of
results to differ materially from any future results, performance or
achievements discussed or implied by such forward-looking statements. Such
risks include competitive threats from well established software companies
that have significantly greater market share and resources than us, new
entrants that benefit from industry trends, such as the increasing importance
of Internet distribution and open source software, and from online services
companies that are increasingly seeking to provide software products at little
or no incremental cost to their customers to expand their Internet presence
and build consumer loyalty. We rely on a small number of key strategic
relationships for a significant percentage of our revenue and these
relationships can be terminated at any time. In addition, our core products
have been marketed for many years and the packaged software market in North
America and Europe is relatively mature and characterized by modest growth.
Accordingly, we must successfully complete acquisitions, penetrate new markets
or increase penetration of our installed base to achieve revenue growth. These
risks, uncertainties and other important factors are described in our
Prospectus dated April 25, 2006, filed with the Securities and Exchange
Commission pursuant to Rule 462(b) of the rules and regulations under the
Securities Act of 1933. A copy of the Prospectus can be obtained on our
website, or at www.sec.gov. Such risks are also included in our Canadian
supplemented PREP prospectus dated April 26, 2006, available for free at
http://www.sedar.com. Forward-looking statements speak only as of the date of
the document in which they are made. We disclaim any obligation or undertaking
to provide any updates or revisions to any forward-looking statement to
reflect any change in our expectations or any change in events, conditions or
circumstances on which the forward-looking statement is based.

Use of Non-GAAP Measures:

This news release includes certain non-GAAP financial measures, such as
Adjusted EBITDA. We use these non-GAAP financial measures as supplemental
indicators of our operating performance and to assist in evaluation of our
liquidity. These measures do not have any standardized meanings prescribed by
GAAP and therefore are unlikely to be comparable to the calculation of similar
measures used by other companies, and should not be viewed as alternatives to
measures of financial performance or changes in cash flows calculated in
accordance with GAAP. Reconciliations of these non-GAAP financial measures are
set out in the tables attached to this news release.
Corel has filed a Prospectus with the SEC for the offering to which this
communication relates. Before you invest, you should read the Prospectus and
other documents Corel has filed with the SEC for more complete information
about Corel and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at http://www.sec.gov. In addition, the
Prospectus relating to this offering is available on Corel's website at
http://investor.corel.com/SEC.cfm.

About Corel Corporation

Corel is a leading global packaged software company with an estimated
installed base of over 40 million users. The Company provides high quality,
affordable and easy-to-use productivity, graphics and digital imaging software
and enjoys a favorable market position among value-conscious consumers and
small businesses. Its products are sold in over 75 countries through a
scalable distribution platform comprised of original equipment manufacturers
(OEMs), Corel's domestic and international websites, and a global network of
resellers and retailers. The Company's product portfolio features
well-established, globally recognized brands including CorelDRAW(R) Graphics
Suite, Corel(R) WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro,
and Corel Painter(TM).

(C) 2006 Corel Corporation. All rights reserved. Corel, CorelDRAW,
WordPerfect, WinZip, Paint Shop, Painter, and the Corel logo are trademarks or
registered trademarks of Corel Corporation and/or its subsidiaries. All other
product, font and company names and logos are trademarks or registered
trademarks of their respective companies.

CRELF
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                           Corel Corporation

                 Combined Consolidated Balance Sheets
               (In thousands of U.S. dollars or shares)
                              (Unaudited)

                                             As of           As of
                                          February 28,    November 30,
                                              2006           2005

Assets
Current assets:
   Cash and cash equivalents             $     15,198   $     20,746
   Restricted cash                                716            966
   Accounts receivable
      Trade, net                               16,420         19,342
      Other                                       482            978
   Inventory                                      850            726
   Deferred tax assets                            421            592
   Prepaid and other current assets             2,285          2,343
                                          ------------   ------------
Total current assets                           36,372         45,693

Investments                                       287            334
Capital assets                                  3,450          3,532
Intangible assets                              45,501         52,397
Goodwill                                        9,850          9,850
Deferred tax assets                                20            284
Deferred financing and other long-term
 assets                                        10,065          8,746
                                          ------------   ------------
Total assets                             $    105,545   $    120,836
                                          ------------   ------------

Liabilities and shareholders' deficit
Current liabilities:
   Accounts payable and accrued
    liabilities                          $     24,585   $     30,486
   Current portion of promissory note             771          1,170
   Income taxes payable                        12,663         10,773
   Deferred revenue                            10,586         11,755
   Current portion of term loans payable        9,500         15,764
                                          ------------   ------------
Total current liabilities                      58,105         69,948

Promissory note                                   815          1,072
Deferred revenue                                2,050          2,085
Term loans payable                            130,591        132,965
                                          ------------   ------------
Total liabilities                             191,561        206,070
                                          ------------   ------------

Commitments and contingencies

Shareholders' deficit
Share capital:
   Class A Common Shares (par value:
    none; authorized: unlimited; issued
    and outstanding: nil, and 3,740
    shares, respectively; convertible to
    Class B Common Shares)                          -        (42,229)
   Class B Common Shares (par value:
    none; authorized: unlimited; issued
    and outstanding: nil, and 8,321
    shares, respectively)                           -        (34,184)
   Preferred Shares (par value: none;
    authorized: unlimited; issued and
    outstanding: nil, and 3,105 shares,
    respectively)                                   -          2,600
   WinZip Common Shares (par value: $1;
    authorized: 50; issued and
    outstanding: 20 and 20 shares,
    respectively)                                  20             20
   Corel common shares (par value: none;
    authorized: unlimited; issued and
    outstanding: 15,170 and nil shares,
    respectively)                             (73,761)             -
Additional paid-in capital                      8,279          7,427
Accumulated other comprehensive income             37             85
Deficit                                       (20,591)       (18,953)
                                          ------------   ------------
Total shareholders' deficit                   (86,016)       (85,234)
                                          ------------   ------------
Total liabilities and shareholders'
 deficit                                 $    105,545   $    120,836
                                          ------------   ------------



                           Corel Corporation

            Combined Consolidated Statements of Operations
    (In thousands of U.S. dollars or shares, except per share data)
                              (Unaudited)

                                       Three months ended February 28,
                                             2006             2005
                                         ------------    ------------

Revenues
  Product                               $     39,498    $     36,082
  Maintenance and services                     4,789           3,906
                                         ------------    ------------
Total revenues                                44,287          39,988
                                         ------------    ------------

Cost of revenues
  Cost of products                             5,005           4,708
  Cost of maintenance and services               314             348
  Amortization of intangible assets            6,627           6,199
                                         ------------    ------------
Total cost of revenues                        11,946          11,255
                                         ------------    ------------

Gross margin                                  32,341          28,733
                                         ------------    ------------

Operating expenses
  Sales and marketing                         14,504          12,824
  Research and development                     6,181           5,671
  General and administration                   5,395           5,659
  Restructuring                                  560             540
                                         ------------    ------------
Total operating expenses                      26,640          24,694
                                         ------------    ------------

Income from operations                         5,701           4,039
                                         ------------    ------------

Other expenses (income)
  Loss on debt retirement                          -           3,931
  Interest expense, net                        3,863           1,970
  Amortization of deferred financing
   fees                                          444             300
  Other non-operating (income) expense          (120)            178
                                         ------------    ------------

Income (loss) before taxes                     1,514          (2,340)
  Income tax expense                           3,152             180
                                         ------------    ------------
Net loss                                $     (1,638)   $     (2,520)
                                         ------------    ------------

Other comprehensive income (loss)
  Unrealized (loss) gain on securities           (48)            214
                                         ------------    ------------
Other comprehensive income (loss)                (48)            214
                                         ------------    ------------
Total comprehensive loss                $     (1,686)   $     (2,306)
                                         ------------    ------------

Net income (loss) per share:
Basic
  Class A                               $        N/A    $      (1.64)
  Class B                               $        N/A    $      (1.64)
  WinZip common                         $     105.85    $      (9.75)
  Corel common                          $      (0.25)   $        N/A
Fully diluted
  Class A                               $        N/A    $      (1.64)
  Class B                               $        N/A    $      (1.64)
  WinZip common                         $      92.04    $      (9.75)
  Corel common                          $      (0.25)   $        N/A
Pro-forma
  Basic                                 $      (0.08)   $      (0.16)
  Diluted                               $      (0.08)   $      (0.16)



                           Corel Corporation

            Combined Consolidated Statements of Operations
    (In thousands of U.S. dollars or shares, except per share data)
                              (Unaudited)

                                       Three months ended February 28,
                                              2006           2005
                                           ----------     ----------

Income (loss) applicable to
 shareholders:
Class A
  Distributed earnings to class           $      N/A     $   21,006
  Loss allocable to class                 $      N/A     $  (27,136)
Class B
  Distributed earnings to class           $      N/A     $   46,785
  Loss allocable to class                 $      N/A     $  (60,438)
WinZip Common
  Distributed earnings to class           $        -     $        -
  (Loss) income allocable to class        $    2,117     $     (195)
Corel Common
  Distributed earnings to class           $        -     $      N/A
  Loss allocable to class                 $   (3,755)    $      N/A

Weighted average number of shares:
Shares used in basic per share
 amounts
  Class A                                        N/A          3,736
  Class B                                        N/A          8,321
  WinZip common                                   20             20
  Corel common                                15,167            N/A
Shares used in fully diluted per
 share amounts
  Class A                                        N/A          3,736
  Class B                                        N/A          8,321
  WinZip common                                   23             20
  Corel common                                15,167            N/A
Shares used in pro-forma per share
 amounts
  Basic                                       19,490         19,485
  Diluted                                     19,490         19,485



                           Corel Corporation

            Combined Consolidated Statements of Cash Flows
                    (In thousands of U.S. dollars)
                              (Unaudited)

                                       Three months ended February 28,
                                            2006              2005
                                         -----------      -----------

Cash flows from operating activities
Net loss                                $    (1,638)     $    (2,520)
 Depreciation                                   399              462
 Amortization of deferred financing
  fees                                          444              300
 Amortization of intangible assets            6,627            6,199
 Stock-based compensation                       852              116
 Accrued interest                              (613)             367
 Provision for bad debts                        122              166
 Deferred income taxes                          435              295
 Unrealized foreign exchange loss on
  forward exchange contracts                     28              206
 Loss on disposal of fixed assets                 -               13
 Loss on early retirement of debt                 -            3,931
Change in operating assets and liabilities
 Accounts receivable                          3,295            4,477
 Inventory                                     (124)             693
 Prepaids and other current assets               67              (74)
 Accounts payable and accrued
  liabilities                                (5,036)          (4,525)
 Taxes payable                                2,272             (125)
 Deferred revenue                            (1,204)          (1,024)
                                         -----------      -----------
Cash flows provided by operating
 activities                                   5,926            8,957
                                         -----------      -----------

Cash flows from financing activities
 Proceeds from term loan                          -          130,000
 Repayments of term loan                     (8,638)         (64,305)
 Financing fees incurred                     (1,763)          (7,000)
 Paid up capital distribution                     -          (83,113)
 Dividends                                        -           (2,135)
 Other financing activities                    (606)           1,870
                                         -----------      -----------
Cash flows used in financing activities     (11,007)         (24,683)
                                         -----------      -----------

Cash flows from investing activities
 Redemption of short-term investments             -            9,987
 Acquisition of Jasc                              -              185
 Purchase of long lived assets, net of
  proceeds                                     (430)            (299)
                                         -----------      -----------
Cash flows (used in) provided by
 investing activities                          (430)           9,873
                                         -----------      -----------
Effect of exchange rate changes on cash
 and cash equivalents                           (37)              (9)

Decrease in cash and cash equivalents        (5,548)          (5,862)
Cash and cash equivalents, beginning of
 period                                      20,746           11,557
                                         -----------      -----------
Cash and cash equivalents, end of
 period                                 $    15,198      $     5,695
                                         -----------      -----------


                           Corel Corporation

    Reconciliation of Cash Flow from Operations to Adjusted EBITDA
                    (In thousands of U.S. dollars)
                              (Unaudited)

                                       Three months ended February 28,
                                                2006          2005
                                            -----------   -----------

Cash flow provided by operations           $     5,926   $     8,957
   Change in operating assets and
    liabilities                                    730           578
   Interest expenses                             3,940         2,045
   Interest income                                 (77)          (75)
   Income tax expense                            3,152           180
   Accrued interest                                613          (367)
   Provision for bad debts                        (122)         (166)
   Unrealized foreign exchange losses
    on forward contracts                           (28)         (206)
   Deferred income taxes                          (435)         (295)
   Loss on disposal of fixed assets                  -           (13)
   Restructuring                                   560           540
   Reorganization costs                            117           883
                                            -----------   -----------
Adjusted EBITDA                            $    14,376   $    12,061
                                            -----------   -----------

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