Calian Reports on the Election of Directors Voting Results

OTTAWA, ON / ACCESSWIRE / February 15, 2022 / The following matter was voted upon at the Annual Meeting of Shareholders of Calian Group Ltd. (TSX:CGY), held on February 11, 2022 in Ottawa, Ontario. This and other matters voted upon are described in greater detail in the Notice of Annual Meeting of Shareholders dated December 14, 2021 and Management Proxy Circular dated December 14, 2021.

Detailed results of the vote for the election of directors are set out below.


Name of Nominee

Votes For

% Votes For

Votes Withheld

% Votes Withheld
George Weber6,814,30885.72%1,135,48114.28%
Jo-Anne Poirier6,873,85786.47%1,075,93213.53%
Ray Basler6,000,34775.48%1,949,44224.52%
Young Park6,935,47887.24%1,014,31112.76%
Royden Ronald Richardson6,934,27987.23%1,015,51012.77%
Valerie Sorbie6,880,10486.54%1,069,68513.46%
Kevin Ford7,895,74099.32%54,0490.68%

About Calian
www.calian.com
We keep the world moving forward. Calian® helps people communicate, innovate, learn, stay safe and lead healthy lives with confidence. Every day, our employees live our values of customer-centricity, integrity, innovation and teamwork to engineer reliable solutions that solve complex problems. That's Confidence. Engineered. A stable and growing 40-year young company, we are headquartered in Ottawa with offices and projects spanning North American and international markets. Visit calian.com to learn about the diverse products, services and solutions we offer to healthcare, communications, learning and security sectors.

Product or service names mentioned herein may be the trademarks of their respective owners.

Media inquiries:
info@calian.com
613-599-8600 x 2298

Investor Relations inquiries:
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 · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: info@calian.com

CALIAN GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31, 2021 and September 30, 2021
(Canadian dollars in thousands, except per share data)


December 31, September 30,

2021 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$67,355 $78,611
Accounts receivable
110,831 111,138
Work in process
47,529 55,307
Inventory
8,402 6,617
Prepaid expenses
9,973 9,891
Derivative assets
1,486 610
Total current assets
245,576 262,174
NON-CURRENT ASSETS
Capitalized research and development
3,034 3,217
Equipment
12,221 12,411
Application software
8,905 8,015
Right of use asset
15,527 15,383
Investments
670 670
Acquired intangible assets
56,387 54,519
Deferred tax asset
1,420 1,477
Goodwill
108,260 100,103
Total non-current assets
206,424 195,795
TOTAL ASSETS
$452,000 $457,969
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
54,087 68,093
Contingent earn-out
30,699 25,038
Provisions
1,539 1,541
Unearned contract revenue
23,745 23,321
Derivative liabilities
291 158
Lease obligations
3,178 3,029
Total current liabilities
113,539 121,180
NON-CURRENT LIABILITIES
Lease obligations
14,425 14,449
Contingent earn-out
13,305 13,224
Deferred tax liabilities
17,308 16,756
Total non-current liabilities
45,038 44,429
TOTAL LIABILITIES
158,577 165,609
SHAREHOLDERS' EQUITY
Issued capital
196,259 194,960
Contributed surplus
4,737 5,224
Retained earnings
92,499 91,359
Accumulated other comprehensive income (loss)
(72) 817
TOTAL SHAREHOLDERS' EQUITY
293,423 292,360
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$452,000 $457,969
Number of common shares issued and outstanding
11,313,274 11,285,828

CALIAN GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF NET PROFIT
For the three-months ended December 31, 2021 and 2020
(Canadian dollars in thousands, except per share data)

Three months ended
December 31,
2021 2020
Revenue
Advanced Technologies
$41,167 $37,330
Health
42,378 47,052
Learning
22,782 18,047
ITCS
23,175 13,772
Total Revenue
129,502 116,201

Cost of revenues
95,848 89,979
Gross profit
33,654 26,222

Selling and marketing
4,554 3,364
General and administration
13,784 11,616
Research and development
1,354 837
Profit before under noted items
13,962 10,405
Depreciation of equipment, application software and research and development
1,127 1,000
Depreciation of right of use asset
823 729
Amortization of acquired intangible assets
3,592 2,118
Deemed compensation
750 1,847
Changes in fair value related to contingent earn-out
999 384
Profit before interest income and income tax expense
6,671 4,327
Lease obligations interest expense
108 117
Interest expense (income)
51 12
Profit before income tax expense
6,512 4,198
Income tax expense - current
2,974 2,019
Income tax expense (recovery) - deferred
(768) (305)
Total income tax expense
2,206 1,714
NET PROFIT
$4,306 $2,484
Net profit per share:
Basic
$0.38 $0.25
Diluted
$0.38 $0.25

CALIAN GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-months ended December 31, 2021 and 2020
(Canadian dollars in thousands)

Three months ended
December 31,
2021 2020
CASH FLOWS GENERATED FROM OPERATING ACTIVITIES
Net profit
$4,306 $2,484
Items not affecting cash:
Interest expense
51 12
Changes in fair value related to contingent earn-out
999 384
Lease obligations interest expense
108 117
Income tax expense
2,206 1,714
Employee share purchase plan expense
135 146
Share based compensation expense
347 449
Depreciation and amortization
5,542 3,847
Deemed compensation
750 1,847
14,444 11,000
Change in non-cash working capital
Accounts receivable
2,618 (7,008)
Work in process
7,778 12,636
Prepaid expenses
(68) 766
Inventory
(1,785) (725)
Accounts payable and accrued liabilities
(16,015) (6,483)
Unearned contract revenue
424 5,174
7,396 15,360
Interest received (paid)
(159) (129)
Income tax recovered (paid)
(3,073) (3,702)
4,164 11,529
CASH FLOWS GENERATED FROM FINANCING ACTIVITIES
Issuance of common shares net of costs
330 848
Dividends
(3,166) (2,744)
Payment of lease obligations
(842) (709)
(3,678) (2,605)
CASH FLOWS USED IN INVESTING ACTIVITIES
Business acquisitions
(10,298) (1,628)
Capitalized research and development
(114) (119)
Equipment and application software
(1,330) (1,132)
(11,742) (2,879)
NET CASH (OUTFLOW) INFLOW
$(11,256) $6,045
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
78,611 24,235
CASH AND CASH EQUIVALENTS, END OF PERIOD
$67,355 $30,280

Reconciliation of non-GAAP measures to most comparable IFRS measures

These non-GAAP measures are mainly derived from the consolidated financial statements, but do not have a standardized meaning prescribed by IFRS; therefore, others using these terms may calculate them differently. The exclusion of certain items from non-GAAP performance measures does not imply that these are necessarily nonrecurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure. Other entities may define the above measures differently than we do. In those cases, it may be difficult to use similarly named non-GAAP measures of other entities to compare performance of those entities to the Company's performance.

Management believes that providing certain non-GAAP performance measures, in addition to IFRS measures,

provides users of the Company's financial reports with enhanced understanding of the Company's results and

related trends and increases transparency and clarity into the core results of the business. Adjusted EBITDA excludes items that do not reflect, in our opinion, the Company's core performance and helps users of our MD&A to better analyze our results, enabling comparability of our results from one period to another.

Adjusted EBITDA


Three months ended

December 31, December 31,

2021 2020
Net profit
$4,306 $2,484
Depreciation of equipment and application software
1,127 1,000
Depreciation of right of use asset
823 729
Amortization of acquired intangible assets
3,592 2,118
Lease interest expense
108 117
Changes in fair value related to contingent earn-out
999 384
Interest expense (income)
51 12
Deemed Compensation
750 1,847
Other changes in fair value
- -
Income tax
2,206 1,714
Adjusted EBITDA
$13,962 $10,405

Adjusted Net Profit and Adjusted EPS

Three months ended
December 31, December 31,
2021 2020
Net profit
$4,306 $2,484
Other changes in fair value
- -
Changes in fair value related to contingent earn-out
999 384
Deemed Compensation
750 1,847
Amortization of intangibles
3,592 2,118
Adjusted net profit
$9,647 $6,833
Weighted average number of common shares basic
11,299,287 9,783,913
Adjusted EPS Basic
0.85 0.70
Adjusted EPS Diluted
0.85 0.69

The Company uses adjusted net profit and adjusted earnings per share, which remove the impact of our acquisition amortization and gains, resulting in accounting for acquisitions and changes in fair value to measure our performance. These measurements better align the reporting of our results and improve comparability against our peers. We believe that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of issuers. Management also uses non-GAAP measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. Adjusted profit and adjusted earnings per share are not recognized, defined or standardized measures under the International Financial Reporting Standards. Our definition of adjusted profit and adjusted earnings per share will likely differ from that used by other companies (including our peers) and therefore comparability may be limited. Non-GAAP measures should not be considered a substitute for or be considered in isolation from measures prepared in accordance with International Financial Reporting Standards. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on non-GAAP measures and view them in conjunction with the most comparable International Financial Reporting Standards financial measures. The Company has reconciled adjusted profit to the most comparable International Financial Reporting Standards financial measure as shown above.

SOURCE: Calian Group Ltd.



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