EX-99.1 2 cix-03312022xq1financialsx.htm EX-99.1 Document





INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

March 31, 2022



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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited)
As at
As at
March 31, 2022December 31, 2021
[in thousands of Canadian dollars]
$
$
ASSETS
Current
Cash and cash equivalents
186,051 230,779 
Client and trust funds on deposit
1,347,616 1,199,904 
Investments [note 8]
35,311 131,772 
Accounts receivable and prepaid expenses
275,167 272,962 
Income taxes receivable
3,607 3,607 
Total current assets
1,847,752 1,839,024 
Capital assets, net
52,676 52,596 
Right-of-use assets136,827 142,606 
Intangibles [note 2]
6,113,366 6,185,237 
Deferred income taxes
60,162 56,901 
Other assets [note 5]
452,646 383,187 
Total assets
8,663,429 8,659,551 
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities [note 5]
303,990 369,081 
Current portion of provisions and other financial liabilities [note 4]
293,951 572,432 
Redeemable non-controlling interests [note 5]
564,064 — 
Dividends payable [note 7]
69,475 71,072 
Client and trust funds payable
1,363,874 1,202,079 
Income taxes payable
13,621 19,035 
Current portion of long-term debt [note 3]
225,268 444,486 
Current portion of lease liabilities
19,617 20,216 
Total current liabilities
2,853,860 2,698,401 
Long-term debt [note 3]
3,304,702 3,331,552 
Provisions and other financial liabilities [note 4]
246,998 379,641 
Deferred income taxes
478,849 480,777 
Lease liabilities
148,253 153,540 
Total liabilities
7,032,662 7,043,911 
Equity
Share capital [note 6(a)]
1,777,507 1,810,153 
Contributed surplus
31,018 28,368 
Deficit(172,743)(226,715)
Accumulated other comprehensive loss
(29,352)(23,289)
Total equity attributable to the shareholders of the Company
1,606,430 1,588,517 
Non-controlling interests
24,337 27,123 
Total equity
1,630,767 1,615,640 
Total liabilities and equity
8,663,429 8,659,551 
(see accompanying notes)
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On behalf of the Board of Directors:
William T. Holland
Director
William Butt
Director


 INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited)
For the three-month period ended March 31











20222021
[in thousands of Canadian dollars, except per share amounts]
$
$
REVENUE
Canada asset management fees437,623 425,122 
Trailer fees and deferred sales commissions(135,289)(132,700)
Net asset management fees302,334 292,422 
Canada wealth management fees138,246 119,570 
U.S. wealth management fees164,479 44,688 
Other revenues
21,646 26,684 
Foreign exchange gains11,469 20,201 
Other gains (losses)(4,424)4,136 
Total net revenues633,750 507,701 
EXPENSES
Selling, general and administrative [note 5]
259,633 151,889 
Advisor and dealer fees106,908 95,092 
Interest and lease finance [note 3]
35,876 21,322 
Amortization and depreciation [note 12]
11,376 10,029 
Amortization of intangible assets from acquisitions24,083 9,554 
Transaction, integration, restructuring and legal settlements3,800 854 
Change in fair value of contingent consideration3,088 22,209 
Other [note 4]
3,226 34,603 
Total expenses447,990 345,552 
Income before income taxes
185,760 162,149 
Provision for income taxes
Current
47,741 49,636 
Deferred
511 (12,275)
48,252 37,361 
Net income for the period137,508 124,788 
Net income (loss) attributable to non-controlling interests
(639)613 
Net income attributable to shareholders
138,147 124,175 
Basic earnings per share attributable to shareholders [note 6(e)]
$0.70$0.60
Diluted earnings per share attributable to shareholders [note 6(e)]
$0.70$0.59
Other comprehensive loss, net of tax
Exchange differences on translation of foreign operations
(6,721)(15,953)
Total other comprehensive loss, net of tax
(6,721)(15,953)
Comprehensive income for the period
130,787 108,835 
Comprehensive income (loss) attributable to non-controlling interests
(1,052)294 
Comprehensive income attributable to shareholders
131,839 108,541 
(see accompanying notes)


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY (unaudited)
For the three-month period ended March 31

Share
capital
[note 6(a)]
Contributed
surplus
Deficit
Accumulated
other
comprehensive
loss
Total
shareholders’
equity
Non-
controlling
interests
Total
equity
[in thousands of Canadian dollars]
$
$
$
$
$
$
$
Balance, January 1, 2022
1,810,153 28,368 (226,715)(23,289)1,588,517 27,123 1,615,640 
Comprehensive income
  138,147 (6,308)131,839 (1,052)130,787 
Dividends declared [note 7]
  (33,914) (33,914) (33,914)
Shares repurchased, net of tax
(33,334) (50,090) (83,424) (83,424)
Business combination and acquisition of minority interests  (171)245 74 (245)(171)
Issuance of share capital for equity-based plans, net of tax
688 (688)     
Compensation expense for equity-based plans, net of tax
 3,338   3,338  3,338 
Net distributions to non-controlling interests     (1,489)(1,489)
Change during the period(32,646)2,650 53,972 (6,063)17,913 (2,786)15,127 
Balance, March 31, 20221,777,507 31,018 (172,743)(29,352)1,606,430 24,337 1,630,767 
Balance, January 1, 2021
1,867,997 22,817 (287,621)(20,746)1,582,447 35,283 1,617,730 
Comprehensive income
— — 124,175 (15,634)108,541 294 108,835 
Dividends declared [note 7]
— — (35,822)— (35,822)— (35,822)
Shares repurchased, net of tax
(50,611)— (54,697)— (105,308)— (105,308)
Business combination [note 2]
— — — — — 1,073 1,073 
Issuance of share capital for business combinations, net of transaction costs and tax [notes 2 and 6]
2,315 — — — 2,315 — 2,315 
Issuance of share capital for equity-based plans, net of tax
80 (80)— — — — — 
Compensation expense for equity-based plans, net of tax
— 2,249 — — 2,249 — 2,249 
Net contributions from non-controlling interests— — — — — (201)(201)
Change during the period(48,216)2,169 33,656 (15,634)(28,025)1,166 (26,859)
Balance, March 31, 20211,819,781 24,986 (253,965)(36,380)1,554,422 36,449 1,590,871 
(see accompanying notes)


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the three-month period ended March 31
20222021
[in thousands of Canadian dollars]
$
$
OPERATING ACTIVITIES (*)
Net income for the period
137,508 124,788 
Add (deduct) items not involving cash
Other gains (losses)4,424 (4,214)
Change in fair value of contingent consideration [note 4]
3,088 22,209 
Contingent consideration recorded as compensation [notes 4 and 5]
18,210 — 
Recognition of vesting of redeemable non-controlling interests [note 5]
3,926 — 
Equity-based compensation
4,536 3,008 
Amortization and depreciation
35,459 19,583 
Deferred income taxes
511 (12,275)
Loss on repurchases of long-term debt [note 3]
 24,708 
Cash provided by operating activities before net change in operating assets and liabilities
207,662 177,807 
Net change in operating assets and liabilities
(52,856)11,869 
Cash provided by operating activities
154,806 189,676 
INVESTING ACTIVITIES
Purchase of investments
(30)(104)
Proceeds on sale of investments
94,659 — 
Additions to capital assets
(3,311)(1,881)
Increase in other assets
2,148 1,905 
Additions to intangibles
(1,564)(3,615)
Cash paid to settle acquisition liabilities [note 4]
(18,288)— 
Acquisitions, net of cash acquired [note 2]
(5,729)(2,314)
Cash provided by (used in) investing activities
67,885 (6,009)
FINANCING ACTIVITIES
Repayment of long-term debt
(297,500)(549,695)
Issuance of long-term debt
80,000 331,836 
Repurchase of long-term debt (45,953)
Repurchase of share capital
(91,038)(112,744)
Payment of lease liabilities(5,210)(3,934)
Redeemable non-controlling interest [note 5]
83,330 — 
Net distributions to non-controlling interests(1,489)(512)
Dividends paid to shareholders [note 7]
(35,511)(37,869)
Cash used by financing activities
(267,418)(418,871)
Net decrease in cash and cash equivalents during the period(44,727)(235,204)
Cash and cash equivalents, beginning of period
230,778 483,598 
Cash and cash equivalents, end of period
186,051 248,394 
(*) Included in operating activities are the following:
Interest paid
9,665 18,983 
Income taxes paid
52,277 44,855 
(see accompanying notes)


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
CI Financial Corp. [“CI”] is a publicly listed company (TSX: CIX; NYSE: CIXX) incorporated under the laws of the Province of Ontario and has its registered office and principal place of business located at 15 York Street, Toronto, Ontario.
CI’s primary business is the management and distribution of a broad range of financial products and services, including mutual funds, segregated funds, exchange-traded funds, financial planning, insurance, investment advice, wealth management and estate and succession planning.
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These unaudited interim condensed consolidated financial statements of CI have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting [“IAS 34”] as issued by the International Accounting Standards Board [“IASB”] and on a basis consistent with the accounting policies disclosed in the annual audited consolidated financial statements for the year ended December 31, 2021.
These unaudited interim condensed consolidated financial statements were authorized for issuance by the Board of Directors of CI on May 10, 2022.
BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of CI have been prepared on a historical cost basis, except for certain financial instruments that have been measured at fair value. The unaudited interim condensed consolidated financial statements have been prepared on a going concern basis. CI’s presentation currency is the Canadian dollar, which is CI’s functional currency. The notes presented in these unaudited interim condensed consolidated financial statements include, in general, only significant changes and transactions occurring since CI’s last year-end, and are not fully inclusive of all disclosures required by International Financial Reporting Standards [“IFRS”] for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2021.
BASIS OF CONSOLIDATION
The unaudited interim condensed consolidated financial statements include the accounts of CI and all its subsidiaries on a consolidated basis after elimination of intercompany transactions and balances. Subsidiaries are entities over which CI has control, when CI has the power, directly or indirectly, to govern the financial and operating policies of an entity, is exposed to variable returns from its activities, and is able to use its power to affect such variable returns to which it is exposed.
CI’s principal subsidiaries are as follows:
CI’s wholly owned Canadian subsidiaries include CI Investments Inc. [“CI Investments”], Assante Wealth Management (Canada) Ltd. [“AWM”], CI Investment Services Inc. [“CI Investment Services”], Wealthbar Financial Services Inc. [“Wealthbar”], CI Private Counsel LP, and their respective subsidiaries. CI has a controlling interest in Marret Asset Management Inc. [“Marret”] and Aligned Capital Distributions Inc. [“Aligned”], and their respective subsidiaries.


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
CI’s U.S. subsidiaries include Balasa Dinverno Foltz LLC, Barrett Asset Management, LLC, Bowling Portfolio Management LLC, Brightworth, LLC [“Brightworth”], Budros, Ruhlin & Roe, Inc., Columbia Pacific Wealth Management, Dowling & Yahnke, LLC, Doyle Wealth Management, Gofen and Glossberg, LLC, Matrix Capital Advisors, LLC, McCutchen Group LLC, OCM Capital Partners LLC [“OCM”], Portola Partners Group, Radnor Financial Advisors [“Radnor”], Regent Atlantic Capital, LLC [“Regent”], RGT Wealth Advisors, LLC, Segall Bryant and Hamil, LLC [“SBH”], Stavis & Cohen Financial, LLC, Surevest LLC, R.H. Bluestein & Co, The Cabana Group, LLC [“Cabana”], The Roosevelt Investment Group, Inc., and their respective subsidiaries [together, the “U.S. RIAs”]. With the exception of SBH these U.S. RIAs are wholly owned by CI’s subsidiary CI Private Wealth U.S., LLC [“CIPW”] where CI has a controlling interest as described in Note 5.
CI has a controlling interest in its Australian subsidiary, GSFM Pty Limited [“GSFM”] and its subsidiaries.
For subsidiaries Marret, OCM and Cabana, where CI holds a controlling interest, a non-controlling interest is recorded in the unaudited interim condensed consolidated financial statements of income and comprehensive income to reflect the non-controlling interest’s share of the income and comprehensive income, and a non-controlling interest is recorded within equity in the unaudited interim condensed consolidated statements of financial position to reflect the non-controlling interest’s share of the net assets. For subsidiaries where CI holds a controlling interest, put and call options, or other exchange agreements, with respect to the remaining minority interests in the acquired businesses may exist. CI considers the non-controlling interest to have been acquired and consolidates 100% of the income and comprehensive income in the unaudited interim condensed consolidated statements of income and comprehensive income, and records a corresponding liability with respect to the present value of the amount that could be required to be paid to the minority interest holders under the agreements.
Hereinafter, CI and its subsidiaries are referred to as CI.
2.    BUSINESS ACQUISITION
[A] Acquisitions - three-month period ended March 31, 2022
No acquisitions closed during the three-month period ended March 31, 2022. The following acquisitions were announced:
Canadian Wealth Management:
On January 11, 2022, CI reached an agreement to acquire 100% of Northwood Family Office Ltd., a Canadian multi-family office. The acquisition was completed on April 1, 2022 and CI is completing its estimation of the fair values of assets acquired and liabilities assumed, including the valuation of intangible assets.
U.S. Wealth Management:
During the three-month period ended March 31, 2022, CI announced the following acquisitions and is completing its estimation of the fair values of assets acquired and liabilities assumed, including the valuation of intangible assets:
On February 11, 2022, CI reached an agreement to acquire 100% of Galapagos Partners L.P., an investment advisory firm. The acquisition was completed on April 29, 2022.


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
On February 22, CI reached an agreement to acquire 100% of Corient Capital Partners, LLC, an ultra-high-net-worth focused wealth management firm. The acquisition was completed on April 29, 2022.
On March 31, 2022, CI reached an agreement to acquire certain assets of Eaton Vance WaterOak Advisors, an investment advisory firm. The details of the acquisition are being finalized and it is expected to close by December 31, 2022.
[B] Acquisitions - year ended December 31, 2021
During the year ended December 31, 2021, CI completed the acquisition of controlling interests in the following Canadian and U.S. investment advisory firms, included in the Canadian and U.S. wealth management segments:
Canadian Wealth Management
Stonegate Services Halifax
CIPW Advisory Inc.
U.S Wealth Management
Segall Bryant & Hamill, LLC
Barrett Asset Management, LLC
Brightworth, LLC
Dowling & Yahnke, LLC
Radnor Financial Advisors
Portola Partners Group
Budros, Ruhlin & Roe, Inc.
Matrix Capital Advisors, LLC
McCutchen Group LLC
Odyssey Wealth Management, LLC
Regent Atlantic Capital, LLC
Gofen and Glossberg, LLC
R.H. Bluestein & Co.
Columbia Pacific Wealth Management
The acquisitions are accounted for using the acquisition method of accounting. The estimated fair values of the assets acquired and liabilities assumed and the results of operations have been consolidated from the date of the transaction, and are included in the wealth management segment.





NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
Asset Management:
Lawrence Park Asset Management
On May 1, 2021, CI completed the acquisition of the remaining interest in Lawrence Park Asset Management [“LPAM”], an alternative fixed-income investment firm. LPAM is included in the asset management segment. Effective July 1, 2021, LPAM amalgamated with CI Investments.
[B] Net Assets Acquired - year ended December 31, 2021
Details of the net assets acquired during the year ended December 31, 2021, at fair value, are as follows:
U.S. Wealth
Management
Canadian Wealth
Management
Asset
Management
Total
$$$$
Cash and cash equivalents36,640 883 145 37,668 
Accounts receivable and prepaid expenses51,487 381 292 52,160 
Capital assets10,921 123 68 11,112 
Right-of-use assets57,340 154 — 57,494 
Deferred tax— (6,585)(1,344)(7,929)
Intangibles714,013 27,655 5,041 746,709 
Other assets854 20 24 898 
Accounts payable and accrued liabilities(102,859)(1,655)(233)(104,747)
Long-term debt(236,964)— — (236,964)
Lease liabilities(57,340)(154)— (57,494)
Fair value of identifiable net assets474,092 20,822 3,993 498,907 
Non-controlling interest5,700 5,022 — 10,722 
Acquisition date fair value of initial interest— — (2,016)(2,016)
Goodwill on acquisition1,144,182 54,340 2,463 1,200,985 
Total acquired cost1,623,974 80,184 4,440 1,708,598 
Cash consideration962,212 6,605 3,440 972,257 
Share consideration26,088 36,649 1,000 63,737 
Provision for other liabilities635,674 36,930 — 672,604 
1,623,974 80,184 4,440 1,708,598 
The businesses acquired in 2021 contributed revenue of $165,837 and net income of $36,913 to CI for the year ended December 31, 2021. If the acquisitions had occurred on January 1, 2021, the consolidated pro-forma revenue and net income for the year ended December 31, 2021 would have been $2,999,089 and $472,694, respectively.
Included in intangibles are fund contracts with a fair value of $718,531 with a finite life of 12 years, indefinite-life fund management contracts of $27,807 and other intangibles of $371. Goodwill represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired. CI expects to generate cost synergies from bringing together the U.S. RIAs under a common platform. Such synergies identified include referring clients amongst U.S. RIAs and


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
cross border between the U.S. and Canada; cost synergies through rationalization of duplicated functions; and scale efficiencies in things such as supply contract negotiation as the U.S. RIAs become part of the much larger collective of CI. Goodwill of $1,144,182 for the U.S. RIAs is deductible for income taxes.
The acquisition agreements provided for deferred and contingent consideration payable. Deferred consideration payable of $542,505, including put options payable of $279,896, is due within one to four years from the date of acquisition. The put options represent the fair value of embedded options to exchange minority interests for cash or redeemable instruments in a subsidiary of CI, subject to specific terms as described in Note 5. Contingent consideration of $130,099 is payable in cash within one to four years from the date of acquisition, if certain financial targets are met based on EBITDA or revenue. Certain acquisition agreements also provided for contingent consideration, payable in two to three years from the date of acquisition, that is recorded as compensation and included in selling, general and administrative expenses. Details of the amount recorded are described in Note 4.
Non-controlling interests are measured at the proportionate interest in the identifiable net assets of the acquired subsidiary, at the acquisition date.
The purchase price allocations are considered to be preliminary and are subject to adjustments during the measurement period, which will not exceed twelve months from the acquisition date, as CI completes its estimation of the fair values of assets acquired and liabilities assumed, including the valuation of intangible assets.
3.LONG-TERM DEBT
Long-term debt consists of the following:
As at
As at
March 31, 2022December 31, 2021
$
$
Credit facility
Banker’s acceptances
80,000 297,500 
Fiduciary Network, LLCDecember 15, 2024145,268 146,986 
225,268 444,486 
Debenture principal amount
Interest rate
Issued date
Maturity date
$301 million3.215%July 22, 2019July 22, 2024300,352 300,257 
$450 million3.759%May 26, 2020May 26, 2025448,379 448,278 
$250 million3.904%September 27, 2017September 27, 2027249,068 249,032 
$960 million USD3.200%December 17, 2020December 17, 20301,193,723 1,207,689 
$900 million USD4.100%June 2, 2021June 15, 20511,113,180 1,126,296 
3,304,702 3,331,552 
Long-term debt
3,529,970 3,776,038 
Current portion of long-term debt
225,268 — 



NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
CREDIT FACILITY
CI maintains a $700,000 revolving credit facility with three Canadian chartered banks. Loans are made by the banks under a three-year revolving credit facility, with the outstanding principal balance due upon maturity on May 27, 2024. CI is within its financial covenants with respect to its credit facility, which require that the funded debt to annualized EBITDA ratio remain below 3.5:1 until June 29, 2022 and below 3.0:1 thereafter, and that CI’s assets under management not fall below $85 billion at any time. There can be no assurance that future borrowings or equity financing will be available to CI or available on acceptable terms.
DEBENTURES AND NOTES
Redemptions:
On January 18, 2021, CI redeemed the $200,000 principal amount of debentures due November 25, 2021 [the “2021 Debentures”] at an average price of $101.903, and recorded a loss of $3,805, included in other expenses. On February 19, 2021, CI redeemed the $325,000 principal amount of debentures due July 20, 2023 at an average price of $107.002 and recorded a loss of $22,755, included in other expenses.
In connection with the redemption of the 2021 Debentures, on January 18, 2021, CI terminated the interest swap agreement previously entered into on February 2, 2017 and realized a gain of $1,865, included in other expenses.
During the year ended December 31, 2021, CI repurchased $48,567 principal amount of debentures due July 22, 2024 at an average price of $104.458 and recorded a loss of $2,165, included in other expenses.
LOANS PAYABLE
In connection with an acquisition, on December 30, 2021, CI assumed a loan agreement of $116,200 USD ($146,986 CAD), maturing on December 15, 2024. The loan bears interest at a fixed amount of $1,258 USD on a quarterly basis. As the lender can terminate the loan on either December 15, 2022 or December 15, 2023, the loan payable has been included in the current portion of long-term debt as at March 31, 2022.
4. PROVISIONS AND FOR OTHER FINANCIAL LIABILITIES
CI is a party to a number of claims, proceedings and investigations, including legal, regulatory and tax, in the ordinary course of its business. Due to the inherent uncertainty involved in these matters, it is difficult to predict the final outcome or the amount and timing of any outflow related to such matters. Based on current information and consultations with advisors, CI does not expect the outcome of these matters, individually or in aggregate, to have a material adverse effect on its financial position or on its ability to continue normal business operations.





NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
CI has made provisions based on current information and the probable resolution of such claims, proceedings and investigations, as well as severance and amounts payable in connection with business acquisitions. The movement in provisions and other financial liabilities during the three months ended March 31, 2022 and the year ended December 31, 2021, are as follows:
Provisions
Acquisition liabilities
Provisions
Acquisition liabilities
March 31, 2022March 31, 2022December 31, 2021December 31, 2021
$
$
$
$
Provisions and other financial liabilities, beginning of period41,259 910,814 46,181 337,371 
Additions427  23,478 743,426 
Amounts used(2,691)(389,467)(28,390)(324,272)
Amounts reversed(53)(15,402)(10)(1,842)
Fair value change - acquisition liabilities 5,570 — 157,102 
Translation - acquisition liabilities (9,508)— (971)
Provisions and other financial liabilities, end of period38,942 502,007 41,259 910,814 
Current portion of provisions and other financial liabilities4,660 289,291 6,942 565,490 
ACQUISITION-RELATED LIABILITIES
Included in provisions and other financial liabilities in connection with business acquisitions are:
As atAs at
March 31, 2022December 31, 2021
Deferred consideration116,521 136,053 
Fair value of contingent consideration328,155 346,894 
Fair value of put arrangements57,331 427,867 
Total acquisition liabilities502,007 910,814 
Deferred consideration represents guaranteed deferred payments on acquisitions and typically settle in 90 to 270 days.
Contingent consideration represents the estimated fair value of earn-out payments tied to the acquired companies exceeding certain predefined financial metrics, and is revalued on a quarterly basis. During the three-month period ended March 31, 2022, compensation expense of $2,482 [three-month period ended March 31, 2021 – nil] is included in contingent consideration payable and selling, general and administrative expenses.
The total maximum potential payout of contingent earn-out arrangements as stipulated in the respective purchase agreements was $687,290 as at March 31, 2022 [December 31, 2021 – $715,105].
Put options represent the fair value of embedded options in the acquisition purchase agreements to exchange minority interests for cash or redeemable instruments in a subsidiary of CI, subject to specific terms, and are revalued on a quarterly basis.


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
The majority of put options payable as at December 31, 2021 were satisfied with the issuance of redeemable instruments in one of CI’s subsidiaries in January 2022 as disclosed in Note 5.
Included in total acquisition liabilities are foreign translation adjustments since the date of the acquisitions. Fair value adjustments to the acquisition liabilities are included in the change in fair value of contingent consideration.
During the three-month period ended March 31, 2022, CI paid cash of $18,288 to settle acquisition liabilities.
LITIGATION AND RESTRUCTURING
CI is a defendant to certain lawsuits of which two are class action lawsuits related to events and transactions that gave rise to a settlement agreement with the Ontario Securities Commission [“OSC”] in 2004. Although CI continues to believe that this settlement fully compensated investors affected by frequent trading activity, a provision has been made based on the probable resolution of these claims and related expenses.
CI maintains insurance policies that may provide coverage against certain claims. Amounts receivable under these policies are not accrued for unless the realization of income is virtually certain. During the three-month period ended March 31, 2022 and 2021, no insurance proceeds were received related to the settlement of legal claims.
During the three-month period ended March 31, 2022, CI recorded provisions of $427 for legal and severance [December 31, 2021 – $23,478]. As at March 31, 2022, a provision of $38,942 remains [December 31, 2021 $41,259].
5. REDEEMABLE NON-CONTROLLING INTERESTS
On January 1, 2022, CI established CIPW to serve as the holding entity for its U.S. wealth management acquisitions. The Company acquired the remaining stakes in the wealth management businesses it did not fully own in exchange for an interest in CIPW. In addition, certain former owners of its U.S. wealth management acquisitions and others invested cash in CIPW in exchange for redeemable units of CIPW (“CIPW units”). In certain cases, the Company has provided bridge financing to purchase units, which are full recourse loans with customary interest rates, totaling $79,719 ($63,767 USD) and included in other assets. These loans are expected to be transferred to a third party institution later in 2022. CI also settled a contingent consideration obligation in CIPW units. Lastly, CI granted restricted redeemable units of CIPW to certain employees, subject to vesting provisions while still employed. The units can only be sold to CI.
Under the terms of the unit agreement underlying CIPW, only employees can hold the units while employed which can only be sold to the Company based on a predefined valuation formula, which serves as a proxy for fair value of the unit. In addition, if a unitholder leaves or retires before December 2024, they receive the lower of their purchase price or fair market value. Due to these conditions, the units are considered cash settled awards granted to employees, and compensation expense for the excess of the formula price over the price paid by employees is recognized over the vesting period to December 2024 and is included in selling, general and administrative expenses.
The Company recorded an expense related to the accrual of distributions of earnings payable to the unit holders as of March 31, 2022 which is included in selling, general and administrative expenses.


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
As of March 31, 2022, the Company recorded compensation expense related to the CIPW units as follows:
3 months ended
March 31, 2022
Recognition of vesting of CIPW units3,926 
Distributions9,641 
Total13,566 
CI’s liability related to CIPW units is as follows:
As of
March 31, 2022
Settlement of December 31, 2021 put options payable364,594 
Subscriptions for CIPW units172,918 
Settlement of contingent consideration15,728 
Recognition of vesting of CIPW units3,926 
Distribution payable9,641 
Translation(2,742)
Balance, March 31, 2022 ($451,120 USD)
564,064 
Unrecognized compensation expense based on the March 31, 2022 formula price is $61,171 [$48,929 USD].



NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
6.SHARE CAPITAL
A summary of the changes to CI’s share capital for the period is as follows:
[A] AUTHORIZED AND ISSUED
Number of shares
Stated value
[in thousands]
$
Authorized
An unlimited number of common shares of CI
Issued
Common shares, balance, December 31, 2020210,358 1,867,997 
Issuance for acquisition of subsidiaries, net of issuance costs3,712 78,916 
Issuance of share capital for equity-based plans, net of tax799 10,825 
Share repurchases, net of tax(17,447)(147,585)
Common shares, balance, December 31, 2021197,422 1,810,153 
Issuance of share capital on exercise of share options
Issuance of share capital for equity-based plans, net of tax49 680 
Share repurchases, net of tax(4,485)(33,334)
Common shares, balance, March 31, 2022192,987 1,777,507 
[B] EMPLOYEE INCENTIVE SHARE OPTION PLAN
CI has an employee incentive share option plan. The maximum number of shares that may be issued under the Share Option Plan is 14,000 thousand shares. As at March 31, 2022, there are 552 thousand shares [December 31, 2021 – 811 thousand shares] reserved for issuance on exercise of share options. These options vest over periods of up to five years, may be exercised at prices ranging from $18.99 to $28.67 per share and expire at dates up to 2029. During the three months ended March 31, 2022, CI credited contributed surplus for $48 related to compensation expense recognized for the options [three months ended March 31, 2021 - $98] .





NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
A summary of the changes in the Share Option Plan is as follows:
Number of options
Weighted average
exercise price
[in thousands]
$
Options outstanding, December 31, 20202,606 26.38 
Options exercisable, December 31, 20202,020 28.44 
Options exercised (*)
(3)27.44 
Options cancelled(1,792)28.41 
Options outstanding, December 31, 2021811 21.88 
Options exercisable, December 31, 2021274 27.53 
Options exercised(3)18.99 
Options cancelled(255)27.40 
Options outstanding, March 31, 2022552 19.34 
Options exercisable, March 31, 2022150 20.28 
Options outstanding and exercisable as at March 31, 2022 are as follows:
Exercise price
Number of
options outstanding
Weighted average
remaining contractual life
Number of options
exercisable
$
[in thousands]
[years]
[in thousands]
18.99532 6.9130 
28.6720 0.920 
18.99 to 28.67552 6.7150 
[C] RESTRICTED SHARE UNITS
CI has an employee restricted share unit plan [the “RSU Plan”] for senior executives and other key employees. Compensation expense is recognized and recorded as contributed surplus based upon the market value of the restricted share units [“RSUs”] at the grant date. Forfeitures of RSUs reduce compensation expense to the extent contributed surplus was previously recorded for such awards. On vesting of RSUs, share capital is credited for the amounts initially recorded as contributed surplus to reflect the issuance of share capital.
A summary of the changes in the RSU Plan is as follows:
Number of RSUs [in thousands]20222021
RSUs outstanding, beginning of year1,437 504 
Granted, excluding dividends1,377 1,783 
Granted, dividends47 58 
Exercised (849)
Forfeited (59)
RSUs outstanding, end of period2,861 1,437 
During the three months ended March 31, 2022, CI credited contributed surplus for $4,488 related to compensation expense recognized for the RSUs [three months ended March 31, 2021 $2,935].


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
CI uses a trust to hold CI’s common shares, to fulfill obligations to employees arising from the RSU Plan. The common shares held by the trust are not considered to be outstanding for the purposes of basic and diluted earnings per share calculations.
[D] DEFERRED SHARE UNITS
The deferred share unit plan [the “DSU Plan”] was established in March 2017, whereby directors may elect to receive all or a portion of their quarterly compensation in either cash or deferred share units [“DSUs”]. The DSUs fully vest on the grant date and an expense is recorded based upon the market value of the DSUs at the grant date with an offset included in accounts payable and accrued liabilities. At the end of each period, the change in the fair value of the DSUs is recorded as an expense with an offset recorded to the liability. DSUs can only be redeemed for cash once the holder ceases to be a director of CI.
During the three months ended March 31, 2022, 9 thousand DSUs were granted, and nil DSUs were exercised [December 31, 2021 – 14 thousand DSUs, and nil exercised]. An expense recovery of $117 was recorded during the three months ended March 31, 2022 [three months ended March 31, 2021 $128]. As at March 31, 2022, included in accounts payable and accrued liabilities is an accrual of $1,128 for amounts to be paid under the DSU Plan [December 31, 2021 $1,245].
[E] BASIC AND DILUTED EARNINGS PER SHARE
The following table presents the calculation of basic and diluted earnings per common share for the three-month period ended March 31:
3 months ended
3 months ended
[in thousands]March 31, 2022March 31, 2021
Numerator:
Net income attributable to shareholders of the Company basic and diluted
$138,147$124,175
Denominator:
Weighted average number of common shares - basic
196,112 207,476 
Weighted average effect of dilutive stock options and RSU awards (*)
856 1,869 
Weighted average number of common shares - diluted
196,968 209,345 
Net earnings per common share attributable to shareholders
Basic
$0.70$0.60
Diluted
$0.70$0.59
(*) The determination of the weighted average number of common shares - diluted excludes 20 thousand shares related to stock options that were anti-dilutive for the three months ended March 31, 2022 [three months ended March 31, 2021 - 923 thousand shares].


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
[F] MAXIMUM SHARE DILUTION
The following table presents the maximum number of shares that would be outstanding if all the outstanding options were exercised and if all RSU awards vested as at April 30, 2022:
[in thousands]
Shares outstanding at April 30, 2022192,908 
Options to purchase shares
552 
RSU awards
2,811 
196,271 
7.DIVIDENDS
The following dividends were paid by CI during the three months ended March 31, 2022:
Record date
Payment date
Cash dividend
per share
Total dividend
 amount
$
$
December 31, 2021January 14, 20220.18 35,511 
Paid during the three-month period ended March 31, 202235,511 
The following dividends were declared but not paid during the three months ended March 31, 2022:
Record date
Payment date
Cash dividend
per share
Total dividend
amount
$
$
March 31, 2022April 15, 20220.18 34,738 
June 30, 2022July 15, 20220.18 34,737 
Declared and accrued as at March 31, 202269,475 
The following dividends were paid by CI during the three months ended March 31, 2021:
Record date
Payment date
Cash dividend
per share
Total dividend
 amount
$
$
December 31, 2020January 15, 20210.18 37,869 
Paid during the three-month period ended March 31, 202137,869 



NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
8.FINANCIAL INSTRUMENTS
The carrying amounts of the financial instruments are presented in the tables below and are classified according to the following categories:
As at
As at
March 31, 2022December 31, 2021
$
$
Financial assets
Fair value through profit or loss
Cash and cash equivalents
186,051 230,779 
Investments
35,311 131,772 
Other assets
55,847 48,560 
Amortized cost
Client and trust funds on deposit
1,347,616 1,199,904 
Accounts receivable
241,026 242,154 
Other assets
308,900 59,172 
Total financial assets
2,174,751 1,912,341 
Financial liabilities
Fair value through profit or loss
Provisions for other liabilities
385,486 774,761 
Redeemable non-controlling interests 564,064 — 
Amortized cost
Accounts payable and accrued liabilities
289,286 351,495 
Provisions for other liabilities
155,463 177,312 
Dividends payable
69,475 71,072 
Client and trust funds payable
1,363,874 1,202,079 
Long-term debt
3,529,970 3,776,038 
Total financial liabilities
6,357,618 6,352,757 
CI’s investments as at March 31, 2022 and December 31, 2021 include CI’s marketable securities, which comprise of seed capital investments in CI’s mutual funds and strategic investments. Mutual fund securities are valued using the net asset value per unit of each fund, which represents the underlying net assets at fair values determined using closing market prices. CI’s mutual fund securities that are valued daily are classified as Level 1 in the fair value hierarchy. Mutual fund securities and strategic investments that are valued less frequently are classified as Level 2 in the fair value hierarchy. CI’s investments as at March 31, 2022, also include securities owned, at market, consisting of money market and equity securities. Money market and equity securities are valued based on quoted prices and are classified as Level 1 in the fair value hierarchy. There have been no transfers between Level 1, Level 2 and Level 3 during the period [Year ended December 31, 2021 – a Level 3 investment of $202 was transferred to Level 1].



NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
Investments consist of the following as at March 31, 2022:
Total
Level 1
Level 2
Level 3
$
$
$
$
Marketable securities
20,377 16,722 — 3,655 
Securities owned, at market
14,934 14,934 — — 
Total investments
35,311 31,656  3,655 
Investments consist of the following as at December 31, 2021:
Total
Level 1
Level 2
Level 3
$
$
$
$
Marketable securities
116,879 33,278 79,946 3,655 
Securities owned, at market
14,893 14,893 — — 
Total investments
131,772 48,171 79,946 3,655 
Included in other assets are long-term private equity strategic investments of $202 [December 31, 2021 – $202] valued using Level 1 inputs and $55,644 [December 31, 2021 $48,358] valued using Level 3 inputs.
Included in provisions and other financial liabilities as at March 31, 2022 is put options payable on non-controlling interests of $57,331 [December 31, 2021 – $427,867] and contingent consideration payable of $328,155 [December 31, 2021 – $346,894]. The fair value of the put option payable and contingent consideration payable was determined using a combination of the discounted cash flow or earnings multiple methods, and Monte-Carlo simulations, which are based on significant inputs that are considered Level 3 inputs. This approach also included assumptions regarding the timing in which the minority shareholders will require CI to purchase these non-controlling interests.
Long-term debt as at March 31, 2022 includes debentures with a fair value of $3,060,213 [December 31, 2021 – $3,520,159], as determined by quoted market prices, which have been classified as Level 2 in the fair value hierarchy.
9.    CAPITAL MANAGEMENT
CI’s objectives in managing capital are to maintain a capital structure that allows CI to meet its growth strategies and build long-term shareholder value, while satisfying its financial obligations. CI’s capital comprises shareholders’ equity and long-term debt (including the current portion of long-term debt).
CI and its subsidiaries are subject to minimum regulatory capital requirements whereby sufficient cash and other liquid assets must be on hand to maintain capital requirements rather than using them in connection with its business. As at March 31, 2022, cash and cash equivalents of $25,331 [December 31, 2021 – $21,695] were required to be on hand for regulatory capital maintenance. Failure to maintain required regulatory capital by CI may result in fines, suspension or revocation of registration by the relevant securities regulator. CI from time to time provides loans to its subsidiaries for operating purposes and may choose to subordinate these loans in favour of general creditors. The repayment of subordinated loans is subject to regulatory approval. As at March 31, 2022 and December 31, 2021, CI met its capital requirements.


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
CI’s capital consists of the following:
As at
As at
March 31, 2022December 31, 2021
$
$
Shareholders’ equity
1,606,430 1,588,517 
Long-term debt
3,529,970 3,776,038 
Total capital
5,136,400 5,364,555 
10.    SEGMENTED INFORMATION
Effective January 1, 2022, CI has changed its reporting to three reportable segments: Asset Management, Canada Wealth Management and U.S. Wealth Management. Previously, the Canada Wealth Management and the U.S. Wealth Management were combined in a single segment. This change was a result of the establishment of CIPW and a change in how management evaluates CI’s business and allocates resources. Prior period amounts have been restated to conform to the new segment disclosures for comparative purposes.
The Asset Management segment includes the results of our asset management business in Canada, which operates under the brand CI Global Asset Management in addition to our asset management business in Australia.
The Canada Wealth Management segment includes the results of our wealth management operations in Canada which operate under the brands Assante Wealth Management, CI Private Counsel, CI Investment Services, CI Direct Investing and Aligned Capital.
The U.S. Wealth Management segment comprises 22 wealth management businesses which operate under the brand CI Private Wealth in addition to 2 strategic investments in alternative platforms.



NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
Segmented information as at and for the three-month period ended March 31, 2022 is as follows:
Asset
Management
Canada Wealth
Management
U.S. Wealth Management
Intersegment
eliminations & non-segmented items
Total
$
$
$
$
$
Asset management fees442,499   (4,876)437,623 
Trailer fees and deferred sales commissions(143,901)  8,612 (135,289)
Net asset management fees298,598   3,736 302,334 
Canada wealth management fees 185,717  (47,471)138,246 
U.S. wealth management fees  164,479  164,479 
Other revenue10,178 17,112 4,762 (10,406)21,646 
Foreign exchange gains11,398 62 9  11,469 
Other losses(4,414) (10) (4,424)
Total net revenues315,760 202,891 169,240 (54,141)633,750 
Selling, general and administrative
96,783 41,428 136,856 (15,434)259,633 
Advisor and dealer fees 145,615  (38,707)106,908 
Interest and lease finance
1,030 210 511 34,125 35,876 
Amortization and depreciation
4,993 2,466 3,917  11,376 
Amortization of intangible assets from acquisitions610 1,571 21,902  24,083 
Transaction, integration, restructuring and legal settlements(917)835 3,882  3,800 
Change in fair value of contingent consideration4,020  (932) 3,088 
Other expenses
(20)2,875 371  3,226 
Total expenses
106,499 195,000 166,507 (20,016)447,990 
Income before income taxes
209,261 7,891 2,733 (34,125)185,760 
Provision for income taxes
48,252 
Net income for the period
137,508 
Indefinite life intangibles

Goodwill
1,312,962 308,584 1,589,596  3,211,142 
Fund contracts
1,775,257  28,282  1,803,539 
Total indefinite-life intangibles3,088,219 308,584 1,617,878  5,014,681 


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
Segmented information for the three-month period ended March 31, 2021 is as follows:
Asset
Management
Canada Wealth
Management
U.S. Wealth Management
Intersegment
eliminations & non-segmented items
Total
$
$
$
$
$
Asset management fees429,248 — — (4,126)425,122 
Trailer fees and deferred sales commissions(141,093)— — 8,393 (132,700)
Net asset management fees288,155 — — 4,267 292,422 
Canada wealth management fees— 164,410 — (44,840)119,570 
U.S. wealth management fees— — 44,688 — 44,688 
Other revenue20,805 13,887 548 (8,556)26,684 
Foreign exchange gains8,223 1,233 10,745 — 20,201 
Other gains4,214 — (78)— 4,136 
Total net revenues321,397 179,530 55,903 (49,129)507,701 
Selling, general and administrative
102,836 34,573 27,291 (12,811)151,889 
Advisor and dealer fees— 131,410 — (36,318)95,092 
Interest and lease finance
585 70 87 20,580 21,322 
Amortization and depreciation
6,685 2,357 987 — 10,029 
Amortization of intangible assets from acquisitions510 1,021 8,023 — 9,554 
Transaction, integration, restructuring and legal settlements138 541 175 — 854 
Change in fair value of contingent consideration— — 22,209 — 22,209 
Other expenses
314 8,452 1,129 24,708 34,603 
Total expenses
111,068 178,424 59,901 (3,841)345,552 
Income before income taxes
210,329 1,106 (3,998)(45,288)162,149 
Provision for income taxes
37,361 
Net income for the period
124,788 
As at December 31, 2021
Indefinite life intangibles

Goodwill
1,312,543 308,554 1,634,845 — 3,255,942 
Fund contracts
1,774,050 — 28,617 — 1,802,667 
Total indefinite-life intangibles3,086,593 308,554 1,663,462 — 5,058,609 





NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
Geographic segment information:
3 months ended
3 months ended
March 31, 2022March 31, 2021
Revenue from external customers$$
Canada588,736 561,871 
United States170,787 57,104 
Australia9,516 21,426 
Total769,039 640,401 
As atAs at
March 31, 2022December 31, 2021
Non-current assets$$
Canada3,672,884 3,669,613 
United States3,029,795 3,039,774 
Australia112,970 111,069 
Hong Kong28 71 
Total6,815,677 6,820,527 
11. AMORTIZATION AND DEPRECIATION
The following table provides details of amortization and depreciation:
3 months ended
3 months ended
March 31, 2022March 31, 2021
$
$
Depreciation of capital assets
2,995 3,144 
Depreciation of right-of-use assets
5,106 3,039 
Amortization of intangibles
26,910 11,960 
Amortization of debenture transaction costs
448 1,440 
Total amortization and depreciation
35,459 19,583 
12.    CHANGE IN FUNCTIONAL CURRENCY
Effective January 1, 2022, the functional currency of all companies within the U.S. Wealth management segment is now the U.S. dollar. Prior to this date, the functional currency of the parent company owning the U.S. RIA’s was considered to be the Canadian dollar. Due to the recent reorganization and formation of CIPW, the operations are considered distinct and independent of the Canadian business. The foreign currency translation previously recorded in the statement of income will now be recorded in the statement of other comprehensive income.


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021 [in thousands of Canadian dollars, except per share amounts]
13. UPDATE ON COVID-19
CI is continuing to monitor the impact of the COVID-19 pandemic and is managing expenses accordingly. CI believes it is well positioned to meet its financial obligations and to support planned business operations throughout this pandemic. The extent to which CI’s business, financial condition and results of operations will be impacted by the COVID-19 pandemic is uncertain and will depend on future developments, which are unpredictable and rapidly evolving. Accordingly, there is a higher level of uncertainty with respect to management’s judgments and estimates.
14.    COMPARATIVE FIGURES
Effective January, 1, 2022, CI has changed the presentation of the statement of income and comprehensive income to provide users of the financial statements more information to analyze CI’s revenue and expenses. These changes were applied retrospectively to the prior year.