Caldwell Partners International : F'22 Q3 Financial Statements

THE CALDWELL PARTNERS

INTERNATIONAL INC.

Consolidated Interim Financial

Statements

Third Quarters Ended May 31, 2022 and 2021 (unaudited)

79 Wellington Street West

TD South Tower

Suite 2410, P.O. Box 75 Toronto, ON M5K 1E7 [phone]

NOTICE OF NO AUDITOR REVIEW OF CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

Section 4.3(3)(a) of National Instrument 51-102, Continuous Disclosure Obligations, provides that if an auditor has not performed a review of the consolidated interim financial statements, the interim consolidated financial statements must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Company's external auditors, KPMG LLP, have not performed a review of these consolidated interim financial statements of The Caldwell Partners International Inc. (the Company).

/s/ "John N. Wallace"	/s/ "C. Christopher Beck"
John N. Wallace	C. Christopher Beck
CHIEF EXECUTIVE OFFICER	PRESIDENT, CALDWELL AND CHIEF
	FINANCIAL OFFICER
July 13, 2022

Caldwell - Consolidated Interim Financial Statements

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THE CALDWELL PARTNERS INTERNATIONAL INC.

CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(unaudited - in $000s Canadian)

	As at	As at
	May 31	August 31
	2022	2021
Assets
Current assets
Cash and cash equivalents	28,104	29,214
Accounts receivable	28,611	23,218
Income taxes receivable (note 14)	1,243	-
Unbilled revenue (note 13)	5,356	4,217
Prepaid expenses and other assets	2,450	2,332
	65,764	58,981
Non-current assets
Restricted cash (note 4)	-	2,624
Investments (notes 5 and 19)	838	242
Advances	292	506
Property and equipment	1,977	1,970
Right-of-use assets (note 9)	8,171	9,549
Intangible assets (note 4)	196	234
Goodwill (note 4)	8,612	7,960
Deferred income taxes	5,076	5,067
Total assets	90,926	87,133
Liabilities
Current liabilities
Accounts payable	4,325	4,640
Compensation payable (notes 4, 7 and 8)	43,370	36,852
Income taxes payable	-	3,007
Lease liability (note 10)	1,984	1,868
Loans Payable (notes 4 and 20)	-	176
	49,679	46,543
Non-current liabilities
Compensation payable (notes 4, 7 and 8)	2,333	6,278
Lease liability (note 10)	7,214	8,560
	59,226	61,381
Equity attributable to owners of the Company
Share capital (notes 4 and 16)	12,554	12,157
Contributed surplus (note 16)	15,042	15,063
Accumulated other comprehensive income	173	204
Retained earnings (deficit)	3,931	(1,672)
Total equity	31,700	25,752
Total liabilities and equity	90,926	87,133

The accompanying notes are an integral part of these consolidated financial statements.

Signed on behalf of the Board:

/s/ "Elias Vamvakas"	/s/ "Kathryn A. Welsh"
Elias Vamvakas	Kathryn A. Welsh
Chair of the Board	Chair of the Audit Committee

Caldwell - Consolidated Interim Financial Statements

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THE CALDWELL PARTNERS INTERNATIONAL INC.

CONSOLIDATED INTERIM STATEMENTS OF EARNINGS

Three months ended	Nine months ended
May 31	May 31

(unaudited - in $000s Canadian, except per share amounts)	2022	2021 ¹	2022	2021 ¹
Revenues
Professional fees (notes 12, 13 and 21)	41,705	35,735	119,827	77,797
Direct expense reimbursements	168	84	419	231
	41,873	35,819	120,246	78,028
Cost of sales expenses
Cost of sales (note 6)	32,180	26,737	92,883	58,153
Government stimulus grants (notes 6 and 11)	-	(68)	-	(334)
Reimbursed direct expenses	168	84	419	231
	32,348	26,753	93,302	58,050
Gross profit	9,525	9,066	26,944	19,978
Selling, general and administrative (notes 6, 7 and 8)	7,318	5,058	17,092	13,621
Acquisition-related expenses (note 4)	504	791	1,995	1,660
	7,822	5,849	19,087	15,281
Operating profit	1,703	3,217	7,857	4,697
Finance expenses (income)
Interest expense on lease liability (note 10)	102	121	321	348
Interest expense on loans payable (note 20)	-	11	-	20
Investment income (note 5)	(15)	(5)	(22)	(19)
Foreign exchange loss	73	249	39	354
Earnings before income tax	1,543	2,841	7,519	3,994
Income tax expense (note 14)	187	609	1,916	458
Net earnings for the year attributable to owners of the Company	1,356	2,232	5,603	3,536
Earnings per share (note 15)
Basic and Diluted	$0.053	$0.088	$0.218	$0.152
Diluted	$0.052	$0.086	$0.216	$0.150

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE EARNINGS

(unaudited - in $000s Canadian)

	Three months ended	Nine months ended
	May 31		May 31
	2022	2021 ¹	2022	2021 ¹
Net earnings for the period	1,356	2,232	5,603	3,536
Other comprehensive income:
Items that may be reclassified subsequently to net earnings
Gain (loss) on marketable securities (note 5)	53	(68)	(39)	65
Cumulative translation adjustment	(113)	(800)	8	(1,132)
Comprehensive earnings for the year attributable to owners of the Company	1,296	1,364	5,572	2,469

The accompanying notes are an integral part of these consolidated financial statements.

• Certain comparative figures have been restated to conform with current year presentation.

Caldwell - Consolidated Interim Financial Statements

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THE CALDWELL PARTNERS INTERNATIONAL INC.

CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(unaudited - in $000s Canadian)

				Accumulated Other Comprehensive
				Income (Loss)
	Retained			Cumulative	Gain/(loss) on
	Earnings		Contributed	Translation	Marketable	Total
	(Deficit)	Share Capital	Surplus	Adjustment	Securities	Equity
Balance - August 31, 2020	(6,191)	7,515	15,013	595	(176)	16,756
Net earnings for the nine month period ended
May 31, 2021	3,536	-	-	-	-	3,536
Common share issuance (notes 4 and 16)	-	4,642	-	-	-	4,642
Share based payment expense (note 16)	-	-	37	-	-	37
Gain on marketable securities available for sale	-	-	-	-	65	65
Change in cumulative translation adjustment	-	-	-	(1,132)	-	(1,132)
Balance - May 31, 2021	(2,655)	12,157	15,050	(537)	(111)	23,904
Balance - August 31, 2021	(1,672)	12,157	15,063	215	(11)	25,752
Net earnings for the nine month period ended
May 31, 2022	5,603	-	-	-	-	5,603
Employee share option plan share issue (note 16)	-	397	(34)	-	-	363
Share-based payment expense (note 16)	-	-	13	-	-	13
Loss on marketable securities available for sale	-	-	-	-	(39)	(39)
Change in cumulative translation adjustment	-	-	-	8	-	8
Balance - May 31, 2022	3,931	12,554	15,042	223	(50)	31,700

The accompanying notes are an integral part of these consolidated financial statements.

Caldwell - Consolidated Interim Financial Statements

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