Altus Group Limited — Interim / Quarterly Report 2021

May 6, 2021

Q1 2021 Financial Statements

For the three months ended March 31, 2021

Altus Group Limited

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Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020 (Unaudited) (Expressed in Thousands of Canadian Dollars)

Contents

Interim Condensed Consolidated Statements of Comprehensive Income (Loss)	1
Interim Condensed Consolidated Balance Sheets	2
Interim Condensed Consolidated Statements of Changes in Equity	3
Interim Condensed Consolidated Statements of Cash Flows	4
Notes to Interim Condensed Consolidated Financial Statements	5

Altus Group Limited

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Interim Condensed Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Per Share Amounts)

	Three months ended March 31
Notes	2021 2020
Revenues 4	$ 137,158 $131,256
Expenses Employee compensation Occupancy Office and other operating Depreciation of right‐of‐use assets Depreciation of property, plant and equipment Amortization of intangibles Acquisition and related transition costs (income) Share of (profit) loss of joint venture Restructuring costs (recovery) 9 (Gain) loss on investments Finance costs (income), net ‐ leases 5 Finance costs(income),net ‐ other 5	93,220 88,355 1,870 2,071 23,697 26,882 2,768 2,872 1,255 1,323 5,517 6,394 5,182 (1,176) 389 ‐ (49) (25) (188) (125) 570 660 578 1,507
Profit(loss) from continuing operations before income taxes	2,349 2,518
Income tax expense(recovery) 6	(288) 761
Profit(loss) for theperiod from continuing operations	$ 2,637 $1,757
Profit(loss)for theperiod from discontinued operations	‐ (5,436)
Profit(loss) for theperiod attributable to shareholders	$ 2,637 $ (3,679)
Other comprehensive income (loss): Items that may be reclassified to profit or loss in subsequent periods: Currency translation differences Items that are not reclassified to profit or loss in subsequent periods: Change in fair value of FVOCI investments,net of tax	(4,509) 21,666 (258) (1,250)
Other comprehensive income(loss), net of tax	(4,767) 20,416
Total comprehensive income (loss) for the period, net of tax, attributable to shareholders	$ (2,130)$ 16,737
Earnings (loss) per share attributable to the shareholders of the Company during the period Basic earnings (loss) per share: Continuing operations 13 Discontinued operations 13 Diluted earnings (loss) per share: Continuing operations 13 Discontinued operations 13	$0.07 $0.04 $0.00 $(0.14) $0.06 $0.04 $0.00 $(0.13)

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

1

Altus Group Limited

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Interim Condensed Consolidated Balance Sheets

As at March 31, 2021 and December 31, 2020 (Unaudited)

(Expressed in Thousands of Canadian Dollars)

Interim Condensed Consolidated Balance Sheets As at March 31, 2021 and December 31, 2020 (Unaudited) (Expressed in Thousands of Canadian Dollars)
Notes	March 31, 2021 December 31, 2020
Assets Current assets Cash and cash equivalents Trade receivables and other 7 Income taxes recoverable Derivative financial instruments	$ 69,072$ 69,637 179,381 193,072 4,333 3,385 4,986 2,477
	257,772 268,571
Non‐current assets Trade receivables and other 7 Derivative financial instruments Investments 8 Investment in joint venture Deferred tax assets Right‐of‐use assets Property, plant and equipment Intangibles Goodwill	1,191 1,370 11,648 8,800 10,118 10,356 14,920 15,309 20,082 19,930 56,015 51,690 19,258 20,376 72,325 77,928 258,610 261,070
	464,167 466,829
Total Assets	$ 721,939$ 735,400
Liabilities Current liabilities Trade payables and other 9 Income taxes payable Lease liabilities Derivative financial instruments	$ 113,900$ 140,294 1,441 1,190 11,401 11,700 2,854 ‐
	129,596 153,184
Non‐current liabilities Trade payables and other 9 Lease liabilities Borrowings 10 Deferred tax liabilities	21,873 17,206 55,855 51,883 127,496 122,432 6,310 7,246
	211,534 198,767
Total Liabilities	341,130 351,951
Shareholders’ Equity Share capital 11 Contributed surplus Accumulated other comprehensive income (loss) Retained earnings(deficit)	540,299 529,866 25,666 30,428 36,024 40,791 (221,180) (217,636)
Total Shareholders’ Equity	380,809 383,449
Total Liabilities and Shareholders’ Equity	$ 721,939$ 735,400

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

Events After the Reporting Period (Note 17)

2

Altus Group Limited

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Interim Condensed Consolidated Statements of Changes in Equity For the Three Months Ended March 31, 2021 and 2020 (Unaudited)

(Expressed in Thousands of Canadian Dollars)

				Accumulated
				Other	Retained	Total
			Contributed	Comprehensive	Earnings	Shareholders’
	Notes	Share Capital	Surplus	Income (Loss)	(Deficit)	Equity
As at January 1, 2020		$ 509,646	$ 24,447	$ 40,245 $	(214,686)	$ 359,652
Profit (loss) for the period		‐	‐	‐	(3,679)	(3,679)
Other comprehensive income (loss), net of
tax:
Currency translation differences		‐	‐	21,666	‐	21,666
Change in fair value of FVOCI
investments		‐	‐	(1,250)	‐	(1,250)
Total comprehensive income (loss) for the
period		‐	‐	20,416	(3,679)	16,737
Transactions with owners:
Dividends declared		‐	‐	‐	(6,071)	(6,071)
Share‐based compensation		‐	2,612	‐	‐	2,612
Dividend Reinvestment Plan		689	‐	‐	‐	689
Shares issued on exercise of options		6,377	(986)	‐	‐	5,391
Shares issued for share‐based
compensation		2,608	(2,098)	‐	‐	510
Treasury shares reserved for share‐based
compensation		(4,527)	‐	‐	‐	(4,527)
Release of treasury shares		2,961	(2,869)	‐	‐	92
Gain (loss) on sale of RSs and shares held
in escrow		‐	(2)	‐	‐	(2)
		8,108	(3,343)	‐	(6,071)	(1,306)
As at March 31, 2020		$ 517,754	$ 21,104	$ 60,661 $	(224,436)	$ 375,083
As at January 1, 2021		$ 529,866	$ 30,428	$ 40,791 $	(217,636)	$ 383,449
Profit (loss) for the period		‐	‐	‐	2,637	2,637
Other comprehensive income (loss), net of
tax:
Currency translation differences		‐	‐	(4,509)	‐	(4,509)
Change in fair value of FVOCI
investments		‐	‐	(258)	‐	(258)
Total comprehensive income (loss) for the
period		‐	‐	(4,767)	2,637	(2,130)
Transactions with owners:
Dividends declared	14	‐	‐	‐	(6,181)	(6,181)
Share‐based compensation	12	‐	3,448	‐	‐	3,448
Dividend Reinvestment Plan	11	687	‐	‐	‐	687
Shares issued on exercise of options	11, 12	8,334	(1,269)	‐	‐	7,065
Shares issued for share‐based
compensation	11, 12	2,585	(2,585)	‐	‐	‐
Treasury shares reserved for share‐based
compensation	11, 12	(5,607)	‐	‐	‐	(5,607)
Release of treasuryshares	11,12	4,434	(4,356)	‐	‐	78
		10,433	(4,762)	‐	(6,181)	(510)
As at March 31, 2021		$ 540,299	$ 25,666	$ 36,024 $	(221,180)	$ 380,809

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

3

Altus Group Limited

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Interim Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2021 and 2020 (Unaudited)

(Expressed in Thousands of Canadian Dollars)

(Unaudited) (Expressed in Thousands of Canadian Dollars)
	Three months ended March 31
Notes	2021 2020(1)
Cash flows from operating activities Profit (loss) from continuing operations before income taxes Profit(loss)from discontinued operations before income taxes	$ 2,349$ 2,518 ‐ (5,436)
Profit (loss) before income taxes Adjustments for: Depreciation of right‐of‐use assets Depreciation of property, plant and equipment Amortization of intangibles Finance costs (income), net ‐ leases 5 Finance costs (income), net ‐ other 5 Share‐based compensation 12 Unrealized foreign exchange (gain) loss (Gain) loss on investments (Gain) loss on disposal of right‐of‐use assets, property, plant and equipment and intangibles (Gain) loss on derivatives Share of (profit) loss of joint venture Fair value loss (gain) on net assets directly associated with discontinued operations Net changes in operatingworkingcapital	$ 2,349$ (2,918) 2,768 2,924 1,255 1,434 5,517 6,395 570 699 578 1,498 3,448 2,612 419 (772) (188) (125) (238) (32) (2,503) 1,436 389 ‐ ‐ 4,507 (8,253) (29,572)
Net cash generated by (used in) operations Less: interest paid on borrowings Less: interest paid on leases Less: income taxes paid Add: income taxes refunded	6,111 (11,914) (511) (1,164) (570) (699) (1,366) (3,274) 67 639
Net cashprovided by (used in) operating activities	3,731 (16,412)
Cash flows from financing activities Proceeds from exercise of options 11, 12 Financing fees paid Proceeds from borrowings 10 Repayment of borrowings 10 Payments of principal on lease liabilities Dividends paid 14 Treasurysharespurchased for share‐based compensation 11,12	7,065 5,391 ‐ (553) 8,000 38,135 (3,000) (17) (2,873) (3,863) (5,437) (5,340) (5,607) (4,017)
Net cashprovided by (used in) financing activities	(1,852) 29,736
Cash flows from investing activities Purchase of investments 8 Purchase of intangibles Purchase of property, plant and equipment Proceeds from disposal ofproperty, plant and equipment and intangibles	(36) (145) (948) (63) (489) (920) ‐ 53
Net cashprovided by (used in) investing activities	(1,473) (1,075)
Effect of foreign currencytranslation	(971) 2,357
Net increase (decrease) in cash and cash equivalents Cash and cash equivalents,beginningofperiod	(565) 14,606 69,637 60,262
Cash and cash equivalents, end of period	$ 69,072$ 74,868

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

(1) Included in cash and cash equivalents as at March 31, 2020 is $3,710 related to discontinued operations.

4

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

1. Business and Structure

Altus Group Limited (the “Company”) is a leading provider of software, data solutions and independent advisory services to the global commercial real estate (“CRE”) industry. The Company’s businesses, Altus Analytics and Commercial Real Estate Consulting, reflect decades of experience, a range of expertise, and technology‐enabled capabilities. The Company’s solutions empower clients to analyze, gain insight and recognize value on their real estate investments. Headquartered in Canada, the Company has approximately 2,400 employees around the world, with operations in North America, Europe and Asia Pacific. The Company’s clients include many of the world’s largest CRE industry participants.

The address of the Company’s registered office is 33 Yonge Street, Suite 500, Toronto, Ontario, Canada. The Company is listed on the Toronto Stock Exchange (“TSX”) under the symbol AIF and is domiciled in Canada.

“Altus Group” refers to the consolidated operations of the Company.

2. Basis of Preparation

These interim condensed consolidated financial statements (“interim financial statements”) as at and for the period ended March 31, 2021 follow the same accounting policies and methods of their application as those used in the Company’s most recent audited annual consolidated financial statements as at and for the year ended December 31, 2020.

These interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting . Accordingly, they do not include all of the information and disclosures required in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the Company’s audited annual consolidated financial statements as at and for the year ended December 31, 2020.

These interim financial statements were approved by the Board of Directors for issue on May 6, 2021.

5

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

3. Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions concerning the future. It also requires management to exercise judgment in applying the Company’s accounting policies and the reported amounts of assets and liabilities, revenue and expenses, and related disclosures. Estimates and judgments are continually evaluated and are based on current facts, historical experience and other factors, including expectations of future events that are believed are reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. The following are management’s most significant estimates and assumptions in determining the value of assets and liabilities and the most significant judgments in applying its accounting policies: revenue recognition and determination and allocation of the transaction price, impairment of trade receivables and contract assets, estimated impairment of goodwill, determination of purchase price allocations and contingent consideration, and income taxes.

In March 2020, the World Health Organization declared COVID‐19 a global pandemic. The continued spread of this contagious disease outbreak and related public health developments have adversely affected workforces, economies, and financial markets globally, leading to an economic downturn and to legislative and regulatory changes that have impacted the Company’s business and operations. The duration and magnitude of the impact of the outbreak and its potential adverse effects on the Company’s business or results of operations continue to be uncertain and will depend on future developments. Judgments made in these interim financial statements reflect management’s best estimates as of the period end, taking into consideration the most significant judgments that may be directly impacted by COVID‐19. Management’s significant estimates and assumptions that could be impacted most by COVID‐19 are: revenue recognition and determination and allocation of the transaction price, impairment of trade receivables and contract assets, and estimated impairment of goodwill.

4. Segmented Information

The segmentation reflects the way the Chief Executive Officer (“CEO”) allocates resources and assesses performance. The CEO considers the business from a core service perspective. The areas of core service are Altus Analytics and Commercial Real Estate Consulting.

Altus Analytics provides data, analytics software and technology‐related services. Proprietary data and data analytics platforms provide comprehensive real estate information and enable performance reviews, benchmarking and attribution analysis of commercial real estate portfolios. Software, such as ARGUS branded products, represents comprehensive global solutions for managing commercial real estate portfolios and improve the visibility and flow of information throughout critical processes.

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Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

4. Segmented Information, cont’d

Commercial Real Estate Consulting provides Property Tax, and Valuation and Cost Advisory solutions that span the life cycle of commercial real estate ‐ feasibility, development, acquisition, management and disposition. Property Tax performs assessment reviews, management, appeals and personal property and state and local tax advisory services. Valuation and Cost Advisory provides appraisals of real estate portfolios, valuation of properties for transactional purposes, due diligence and litigation and economic consulting, in addition to services in the areas of construction feasibility studies, budgeting, cost and loan monitoring and project management.

The accounting policies of the segments are the same as those applied in these interim financial statements. Revenue transactions between segments are valued at market rates and eliminated on consolidation. Revenues represent those recognized from contracts with customers.

The CEO assesses the performance of the operating segments based on a measure of Adjusted EBITDA. This measurement basis represents profit (loss) from continuing operations before income taxes, adjusted for the effects of: occupancy costs calculated on a similar basis prior to the adoption of IFRS 16, finance costs (income), net ‐ other, depreciation of property, plant and equipment and amortization of intangibles, depreciation of right‐of‐use assets, finance costs (income), net ‐ leases, acquisition and related transition costs (income), unrealized foreign exchange (gains) losses, (gains) losses on disposal of right‐of‐use assets, property, plant and equipment and intangibles, share of (profit) loss of joint venture, impairment charges, non‐cash share‐based compensation costs, (gains) losses on equity derivatives net of mark‐to‐market adjustments on related restricted share units (“RSUs”) and deferred share units (“DSUs”) being hedged, (gains) losses on derivatives, restructuring costs (recovery), (gains) losses on investments, (gains) losses on hedging transactions, and other costs or income of a non‐operating and/or non‐recurring nature.

7

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020 (Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

4. Segmented Information, cont’d

The following table provides a reconciliation between Adjusted EBITDA and profit (loss):

	Three months ended March 31, 2021 Three months ended March 31, 2020
Adjusted EBITDA Occupancy costs calculated on a similar basis prior to the adoption of IFRS 16(1) Depreciation of right‐of‐use assets Depreciation of property, plant and equipment and amortization of intangibles Acquisition and related transition (costs) income Unrealized foreign exchange gain (loss)(2) Gain (loss) on disposal of right‐of‐use assets, property, plant and equipment and intangibles(2) Share of profit (loss) of joint venture Non‐cash share‐based compensation costs(3) Gain (loss) on equity derivatives net of mark‐to‐market adjustments on related RSUs and DSUs being hedged(3) Restructuring (costs) recovery Gain (loss) on investments(4) Other non‐operatingand/or non‐recurringincome(costs) (5)	$ 17,240$ 13,248 3,119 3,042 (2,768) (2,872) (6,772) (7,717) (5,182) 1,176 (419) 772 238 (14) (389) ‐ (2,432) (1,515) 625 (764) 49 25 188 125 ‐ (821)
Earnings (loss) from continuing operations before finance costs and income taxes	3,497 4,685
Finance (costs) income, net ‐ leases Finance(costs)income,net ‐ other	(570) (660) (578) (1,507)
Profit(loss) from continuing operations before income taxes	2,349 2,518
Income tax(expense)recovery	288 (761)
Profit(loss) for theperiod from continuing operations	$ 2,637 $1,757
Profit(loss)for theperiod from discontinued operations	‐ (5,436)
Profit (loss) for theperiod	$ 2,637$(3,679)

(1) Management uses the non‐GAAP occupancy costs calculated on a similar basis prior to the adoption of IFRS 16 when analyzing operating performance, which may provide useful information to investors in measuring the Company’s financial performance.

(2) Included in office and other operating expenses in the interim condensed consolidated statements of comprehensive income (loss).

(3) Included in employee compensation expenses in the interim condensed consolidated statements of comprehensive income (loss).

(4) Gain (loss) on investments relates to changes in the fair value of investments in partnerships.

(5) Other non‐operating and/or non‐recurring income (costs) for the three months ended March 31, 2020 relate to (i) transitional costs related to the departure of senior executives, (ii) legal, advisory, and other consulting costs related to a Board strategic initiative, and (iii) transaction and other related costs. These are included in office and other operating expenses in the interim condensed consolidated statements of comprehensive income (loss).

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Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

4. Segmented Information, cont’d

The following summary presents certain financial information regarding the Company’s segments:

Segment Revenues and Expenditures

					Three months ended March 31, 2021	Three months ended March 31, 2021	Three months ended March 31, 2021
	Altus
	Analytics	Commercial Real Estate Consulting			Corporate(1)	Eliminations	Total
			Valuation
		Property	and Cost
		Tax	Advisory	Total
Revenues from external
customers	$54,117	$54,670	$28,371	$83,041	$‐	$‐	$ 137,158
Inter‐segment revenues	123	‐	(48)	(48)	‐	(75)	‐
Total segment revenues	54,240	54,670	28,323	82,993	‐	(75)	137,158
Adjusted EBITDA(2)	10,212	11,114	3,892	15,006	(7,978)	‐	17,240
Depreciation of right‐of‐use
assets	1,214	740	670	1,410	144	‐	2,768
Depreciation of property,
plant and equipment and
amortization of intangibles	3,131	3,116	288	3,404	237	‐	6,772
Finance costs (income), net
‐ leases	117	162	135	297	156	‐	570
Finance costs (income), net
‐ other	‐	‐	‐	‐	578	‐	578
Income tax expense
(recovery)	‐	‐	‐	‐	(288)	‐	(288)

(1) Corporate includes global corporate office costs, finance costs (income), net ‐ other and income tax expense (recovery).

(2) Up until 2020, variable compensation costs were accrued in the Corporate segment and, upon determination at year‐end, were allocated accordingly. Starting in the first quarter of 2021, the Company accrues variable compensation costs for the business units directly.

9

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

4. Segmented Information, cont’d

						Three months ended March 31,2020	Three months ended March 31,2020	Three months ended March 31,2020
	Altus
	Analytics	Commercial Real Estate Consulting				Corporate(1)	Eliminations	Total
			Valuation
		Property	and Cost
		Tax	Advisory		Total
Revenues from external
customers	$51,589	$52,596	$27,071	$	79,667	$‐	$‐	$131,256
Inter‐segment revenues	130	‐	(56)		(56)	‐	(74)	‐
Total segment revenues	51,719	52,596	27,015		79,611	‐	(74)	131,256
Adjusted EBITDA(2)	8,289	9,314	2,428		11,742	(6,783)	‐	13,248
Depreciation of right‐of‐
use assets	1,090	872	703		1,575	207	‐	2,872
Depreciation of property,
plant and equipment and
amortization of intangibles	3,288	3,473	590		4,063	366	‐	7,717
Finance costs (income), net
‐ leases	223	198	162		360	77	‐	660
Finance costs (income), net
‐ other	‐	‐	‐		‐	1,507	‐	1,507
Income tax expense
(recovery)	‐	‐	‐		‐	761	‐	761

(1) Corporate includes global corporate office costs, finance costs (income), net ‐ other and income tax expense (recovery).

(2) Up until 2020, variable compensation costs were accrued in the Corporate segment and, upon determination at year‐end, were allocated accordingly. Starting in the first quarter of 2021, the Company accrues variable compensation costs for the business units directly. As such, comparative figures have been restated to reflect accrued variable compensation costs within the respective business units.

5. Finance Costs (Income), Net

Finance Costs (Income), Net
	Three months ended March 31, 2021 Three months ended March 31, 2020
Interest on bank credit facilities Interest on lease liabilities Contingent consideration payables: unwinding of discount Provisions: unwinding of discount (Note 9) Change in fair value of interest rate swaps	$ 600$ 1,325 570 660 ‐ 45 3 18 ‐ 154
Finance costs	1,173 2,202
Finance income	(25) (35)
Finance costs (income), net	$ 1,148$ 2,167

10

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

6. Income Taxes

	Three months ended March 31, 2021 Three months ended March 31, 2020
Income tax expense (recovery) Current Deferred	$ 615$ (616) (903) 1,377
	$ (288)$ 761

7. Trade Receivables and Other

	March 31, 2021 December 31, 2020
Trade receivables Less: loss allowanceprovision	$ 126,452$ 145,427 (17,420) (16,869)
Trade receivables, net Contract assets: unbilled revenue on customer contracts(1) Deferred costs to obtain customer contracts Prepayments Due from related party (GeoVerra) Other receivables	109,032 128,558 52,069 48,120 1,719 2,205 14,555 13,229 1,755 1,675 1,442 655
Less: non‐currentportion	180,572 194,442 (1,191) (1,370)
	$ 179,381$ 193,072

(1) On March 31, 2021, contract assets are stated net of expected credit losses of $705 (2020 ‐ $670).

For the three months ended March 31, 2021, $467 of amortization associated with deferred costs to obtain customer contracts was expensed to the interim condensed consolidated statements of comprehensive income (loss) (2020 ‐ $437). For the three months ended March 31, 2021 and 2020, no impairment losses on deferred costs were recognized.

8. Investments

	March 31, 2021 December 31, 2020
Investments in equity instruments Investments inpartnerships	$ 7,372$ 7,811 2,746 2,545
	$ 10,118$ 10,356

During the three months ended March 31, 2021, the Company contributed $36 towards capital in various partnerships (2020 ‐ $145).

11

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

9. Trade Payables and Other

Trade Payables and Other
	March 31, 2021 December 31, 2020
Trade payables Accrued expenses Contract liabilities: deferred revenue Contingent consideration payables Dividends payable (Note 14) Provisions Due to relatedparty (GeoVerra)	$ 8,444$ 7,596 74,245 94,354 42,315 43,032 47 47 6,181 6,124 4,227 6,018 314 329
Less non‐current portion: Accrued expenses Contract liabilities: deferred revenue Provisions	135,773 157,500 20,546 15,449 773 681 554 1,076
	21,873 17,206
	$ 113,900$ 140,294

Provisions consist of:

	Restructuring	Other	Total
Balance as at January 1, 2021	$ 5,800 $	218 $	6,018
Charged to profit or loss:
Additional provisions, net of releases	(49)	‐	(49)
Unwinding of discount (Note 5)	‐	3	3
Used during the period	(1,705)	‐	(1,705)
Exchange differences	(34)	(6)	(40)
Balance as at March 31, 2021	4,012	215	4,227
Less: non‐currentportion	(339)	(215)	(554)
	$ 3,673 $	‐ $	3,673

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Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

10. Borrowings

Borrowings
	March 31, 2021 December 31, 2020
Bank credit facilities Less: deferred financingfees	$ 128,000$ 123,000 (504) (568)
Less non‐current portion: Bank credit facilities Less: deferred financingfees	127,496 122,432 128,000 123,000 (504) (568)
	127,496 122,432
	$ ‐$ ‐

As at March 31, 2021, the Company was in compliance with the financial covenants of the amended bank credit facilities, which are summarized below:

	March 31, 2021
Funded debt to EBITDA (maximum of 4.00:1) Interest coverage(minimum of 3.00:1)	1.11:1
	35.31:1

11. Share Capital

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preference shares, issuable in series. The common shares have no par value. Common shares issued and outstanding are as follows:

shares issued and outstanding are as follows:
		Common Shares
	Number of Shares	Amount
Balance as at January 1, 2021	40,429,117	$ 529,866
Issued on exercise of options (Note 12)	256,301	8,334
Issued under the Dividend Reinvestment Plan	14,643	687
Issued for share‐based compensation (Note 12)	111,845	2,585
Treasury shares reserved for share‐based compensation (Note 12)	(57,545)	(5,607)
Release of treasuryshares(Note 12)	108,194	4,434
Balance as at March 31, 2021	40,862,555	$ 540,299

The 40,862,555 common shares as at March 31, 2021 are net of 344,935 treasury shares with a carrying value of $20,711 that are being held by the Company until vesting conditions are met (Note 12).

13

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

12. Share‐based Compensation

The activity in the Company’s share‐based compensation plans during the period is as follows:

(i) Executive Compensation Plan and Long‐Term Equity Incentive Plan

The following is a summary of the Company’s share option activity:

Movements in the number of options outstanding and the weighted average exercise price are as follows:

follows:
	Number of Options	Weighted Average
	Outstanding	Exercise Price
Balance as at January 1, 2021	1,791,682	$35.78
Granted	165,757	$58.50
Exercised	(256,301)	$27.61
Expired/Forfeited	(15,648)	$54.54
Balance as at March 31, 2021	1,685,490	$39.08

Information about the Company’s share options outstanding and exercisable as at March 31, 2021 is as follows:

as follows:
		Weighted
	Number of	Average Remaining	Number of
Exercise Price	Options Outstanding	Contractual Life	Options Exercisable
$19.29 ‐ $19.67	47,564	0.57 years	47,564
$25.56 ‐ $29.72	327,950	2.57 years	166,766
$30.70 ‐ $37.93	508,586	2.49 years	247,198
$45.11 ‐$59.15	801,390	4.20years	110,620
$39.08	1,685,490	3.26years	572,148

14

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

12. Share‐based Compensation, cont’d

The options granted vest over a period of up to 48 months. The fair value of the options granted was estimated on the date of grant using the Black‐Scholes option pricing model with the following assumptions:

assumptions:
	2021
Risk‐free interest rate	0.78%
Expected dividendyield	1.0%
Expected volatility	31.57% ‐ 32.92%
Expected option life	3.00 ‐ 4.50years
Weighted average exerciseprice	$58.50
Weighted averagegrant‐date fair valueper option	$12.43 ‐ $14.25

The following is a summary of the activity related to common shares held in escrow under the Equity Compensation Plan and Long‐Term Equity Incentive Plan:

	Number of common shares
Balance as at January 1, 2021	116,309
Settled	(59,095)
Balance as at March 31, 2021	57,214

The Company settled vested Performance Share Units (“PSUs”) under the Equity Compensation Plan and Long‐Term Equity Incentive Plan through the issuance of common shares:

		Number of common shares
Settled in March	2020	54,707
Settled in March	2021	111,845

The Company granted the following PSUs under the Long‐Term Equity Incentive Plan:

		Number of PSUs	Number of PSUs
Granted in	2020	172,350
Granted in	2021		91,207

15

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020 (Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

12. Share‐based Compensation, cont’d

(ii) Long‐Term Incentive Restricted Share Plan and Long‐Term Incentive Restricted Share Unit Plan

In March 2021, the Board of Directors approved two new long‐term incentive plans, the Long‐Term Incentive Restricted Share Plan (“LTIRS Plan”) and Long‐Term Incentive Restricted Share Unit Plan (“LTIRSU Plan”), to complement the existing Long‐Term Equity Incentive Plan.

Restricted shares (“RSs”) and restricted share units (“RSUs”) granted under these plans will not be available to the employee until three years following the grant date. After three years from the date of grant, the RSs and RSUs will be released, provided, subject to certain exceptions such as retirement, disability or death, that the individual is employed with the Company at the time of the release. Participants are entitled to receive cash dividends or notional distributions that are paid on common shares, respectively. If an employee resigned from the Company or is terminated for cause, all RSs and RSUs that have not yet been released from the three‐year restriction period will be forfeited.

With respect to RSs that are equity‐settled, the Company contributes funds to purchase common shares in the open market (through the facilities of the TSX or by private agreement) and are held by the Company as treasury shares until they vest. This amount is shown as a reduction in the carrying value of the Company’s common shares. The Company recognizes the fair value of the award when granted as employee compensation expense with a corresponding credit to contributed surplus over a three‐year period from the date of grant. As RSs are released, the portion of the contributed surplus relating to the RSs is credited to share capital within shareholders’ equity.

With respect to RSUs that are cash‐settled, the Company recognizes the fair value of the award when granted as employee compensation expense with a corresponding credit to trade payables and other over a three‐year period from the date of grant. Changes in the liability subsequent to the grant date and prior to settlement due to changes in fair value of the Company’s common shares are recorded as employee compensation expense in the period incurred.

The following is a summary of the Company’s LTIRS Plan activity:

	Number of RSs
Balance as at January 1, 2021 (all unvested)	‐
Granted	14,081
Balance as at March 31, 2021 (all unvested)	14,081

In March 2021, the Company granted a total value of $1,315 under the LTIRS Plan and purchased 14,081 common shares in the open market (through the facilities of the TSX or by private agreement).

16

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

12. Share‐based Compensation, cont’d

The following is a summary of the Company’s LTIRSU Plan activity:

	Number of RSUs
Balance as at January 1, 2021 (all unvested)	‐
Granted	22,837
Balance as at March 31, 2021 (all unvested)	22,837

(iii) Deferred Compensation Plans

The following is a summary of the Company’s Restricted Share Plan (“RS Plan”) activity:

	Number of RSs
Balance as at January 1, 2021 (all unvested)	194,654
Granted	43,464
Settled	(47,890)
Forfeited	(929)
Balance as at March 31, 2021 (all unvested)	189,299

In connection with the 2020 performance year, the Company granted a total value of $4,191 under the RS Plan. In March 2021, the Company purchased 42,705 common shares in the open market (through the facilities of the TSX or by private agreement).

In connection with the 2019 performance year, the Company granted a total value of $4,017 under the RS Plan. In March 2020, the Company purchased 55,543 common shares in the open market (through the facilities of the TSX or by private agreement).

The following is a summary of the Company’s Restricted Share Unit Plan (“RSU Plan”) activity:

	Number of RSUs
Balance as at January 1, 2021 (all unvested)	302,325
Granted	79,557
Settled	(64,291)
Forfeited	(1,460)
Balance as at March 31, 2021 (all unvested)	316,131

17

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

12. Share‐based Compensation, cont’d

(iv) Deferred Share Unit Plans

The following is a summary of the Company’s Deferred Share Unit Plans (“DSU Plans”) activity:

	Number of DSUs
Balance as at January 1, 2021	173,836
Granted	6,151
Balance as at March 31, 2021	179,987

(v) Other Share‐Based Awards

The following is a summary of the activity related to common shares held in escrow related to the Company’s acquisition of Property Tax Assistance Company Inc. in December 2020:

						Number of common shares
Balances as atJanuary	1,	2021	and March	31,	2021	84,341

(vi) Compensation Expense by Plan

	Three months ended March 31, 2021 Three months ended March 31, 2020
Share Option Plan Equity Compensation Plan Long‐Term Equity Incentive Plan LTIRS Plan LTIRSU Plan(1) RS Plan RSU Plan(2) DSU Plans(3) Other share‐based awards	$ ‐$ 13 262 308 1,600 1,227 37 ‐ 39 ‐ 979 1,064 3,692 1,128 2,284 282 570 ‐

(1) For the three months ended March 31, 2021, the Company recorded mark‐to‐market adjustments of $2 (2020 ‐ $nil).

(2) For the three months ended March 31, 2021, the Company recorded mark‐to‐market adjustments of $2,844 (2020 ‐ $157).

(3) For the three months ended March 31, 2021, the Company recorded mark‐to‐market adjustments of $1,876 (2020 ‐ $(43)).

For the three months ended March 31, 2020, included in compensation expense above, was an amount related to the Geomatics discontinued operations totalling $61.

18

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

12. Share‐based Compensation, cont’d

(vii) Liabilities for Cash‐settled Plans[(1)]

Share‐based Compensation,cont’d (vii) Liabilities for Cash‐settled Plans(1)
	March 31, 2021 December 31, 2020
LTIRSU Plan RSU Plan DSU Plans	$ 39$ ‐ 12,098 11,412 9,821 7,537

(1) The carrying value of the liability related to these Plans is recorded in accrued expenses within trade payables and other.

13. Earnings (Loss) per Share

For the three months ended March 31, 2021, 308,579 share options and 15,011 restricted shares (including common shares issued in escrow as part of the LTIRS Plan) were excluded from the diluted earnings (loss) per share calculations as the impact would have been anti‐dilutive.

For the three months ended March 31, 2020, 621,973 share options and 82,472 restricted shares (including common shares issued in escrow as part of the Equity Compensation Plan and Long‐Term Equity Incentive Plan) were excluded from the diluted earnings (loss) per share calculations as the impact would have been anti‐dilutive.

19

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

13. Earnings (Loss) per Share, cont’d

The following table summarizes the basic and diluted earnings (loss) per share and the basic and diluted weighted average number of common shares outstanding:

	Three months ended March 31, 2021 Three months ended March 31, 2020
Profit (loss) for the period from continuing operations ‐ basic and diluted	$ 2,637 $1,757
Profit (loss) for the period from discontinued operations ‐ basic and diluted	‐ (5,436)
Profit(loss)for theperiod ‐ basic and diluted	$ 2,637 $ (3,679)
Weighted average number of common shares outstanding ‐ basic Dilutive effect of share options Dilutive effect of equity awards and PSUs Dilutive effect of restricted shares	40,551,803 39,895,944 435,908 374,482 411,870 379,842 242,717 219,073
Weighted average number of common shares outstanding ‐ diluted	41,642,298 40,869,341
Earnings (loss) per share: Basic Continuing operations Discontinued operations Diluted Continuing operations Discontinued operations	$0.07 $0.04 $0.00 $(0.14) $0.06 $0.04 $0.00 $(0.13)

14. Dividends Payable

The Company declared a $0.15 dividend per common share to shareholders of record on the last business day of the quarter, and dividends were paid on the 15[th] day of the month following quarter end. Dividends are declared and paid in Canadian dollars.

20

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

15. Financial Instruments and Fair Values

The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables (excluding deferred costs to obtain customer contracts, and prepayments), investments in equity instruments, investments in partnerships, derivative financial instruments, trade payables and other (excluding contract liabilities, LTIRSU Plan, RSU Plan and DSU Plans payables, and contingent consideration payables), contingent consideration payables, and borrowings.

Financial Instruments by Category

The tables below indicate the carrying values of financial assets and liabilities for each of the following categories:

categories:
	March 31, 2021 December 31,2020
	Fair Value Through Profit or Loss Fair Value Through Other Comprehensive Income Amortized Cost Fair Value Through Profit or Loss Fair Value Through Other Comprehensive Income Amortized Cost
Assets as per Consolidated Balance Sheet: Cash and cash equivalents Trade receivables and other (excluding deferred costs to obtain customer contracts, and prepayments) Investments in equity instruments Investments in partnerships Derivative financial instruments	$ ‐ $ ‐ $ 69,072$ ‐ $ ‐ $ 69,637 ‐ ‐ 164,298 ‐ ‐ 179,008 ‐ 7,372 ‐ ‐ 7,811 ‐ 2,746 ‐ ‐ 2,545 ‐ ‐ 16,634 ‐ ‐ 11,277 ‐ ‐
	$ 19,380 $ 7,372 $ 233,370$ 13,822 $ 7,811 $ 248,645

21

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

15. Financial Instruments and Fair Values, cont’d

	March 31, 2021 December 31,2020
	Fair Value Through Profit or Loss Amortized Cost Fair Value Through Profit or Loss Amortized Cost
Liabilities as per Consolidated Balance Sheet: Trade payables and other (excluding contract liabilities, LTIRSU Plan, RSU Plan and DSU Plans payables and contingent consideration payables) Contingent consideration payables Derivative financial instruments Borrowings	$ ‐ $ 71,453$ ‐ $ 95,472 47 ‐ 47 ‐ 2,854 ‐ ‐ ‐ ‐ 127,496 ‐ 122,432
	$ 2,901 $ 198,949$ 47 $ 217,904

Fair Values

The following tables present the fair value hierarchy under which the Company’s financial instruments are valued:

			March 31, 2021	March 31, 2021
	Level 1	Level 2	Level 3	Total
Assets:
Investments in equity instruments	$ ‐ $ ‐ $ 7,372$ 7,372
Investments in partnerships	‐	‐	2,746	2,746
Derivative financial instruments	‐	16,634	‐	16,634
Liabilities:
Borrowings	‐	128,000	‐	128,000
Contingent consideration payables	‐	‐	47	47
Derivative financial instruments	‐	2,854	‐	2,854

22

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

15. Financial Instruments and Fair Values, cont’d

			December 31,2020	December 31,2020
	Level 1	Level 2	Level 3	Total
Assets:
Investments in equity instruments	$ ‐ $ ‐ $ 7,811 $ 7,811
Investments in partnerships	‐	‐	2,545	2,545
Derivative financial instruments	‐	11,277	‐	11,277
Liabilities:
Borrowings	‐	123,000	‐	123,000
Contingent considerationpayables	‐	‐	47	47

For the three months ended March 31, 2021, there were no transfers between the levels in the hierarchy.

Cash and cash equivalents, trade receivables and other (excluding deferred costs to obtain customer contracts, contract assets, and prepayments) due within one year, and trade payables and other (excluding contract liabilities, LTIRSU Plan, RSU Plan and DSU Plans payables, and contingent consideration payables) due within one year, are all short‐term in nature and, as such, their carrying values approximate their fair values. The fair values of non‐current trade receivables and other and trade payables and other are estimated by discounting the future contractual cash flows at the cost of borrowing to the Company, which approximate their carrying values.

The fair value of the bank credit facilities approximates its carrying value, as the instruments bear interest at rates comparable to current market rates.

16. Commitments and Contingencies

As at March 31, 2021, the Company provided letters of credit of approximately $1,128 to its lessors (December 31, 2020 ‐ $1,107).

As at March 31, 2021, the Company has guaranteed up to $1,500 in connection with vehicle leases and related services entered into by GeoVerra (December 31, 2020 ‐ $1,500).

As at March 31, 2021, the Company has committed to aggregate capital contributions of $378 (Note 8) to certain partnerships (December 31, 2020 ‐ $418).

23

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

16. Commitments and Contingencies, cont’d

From time to time, the Company or its subsidiaries are involved in legal proceedings, claims and litigation in the ordinary course of business with customers, former employees and other parties. Although it is not possible to determine the final outcome of such matters, based on all currently available information, management believes that liabilities, if any, arising from such matters will not have a material adverse effect on the Company’s financial position or results of operations and have been adequately provided for in these interim financial statements.

In the ordinary course of business, the Company is subject to tax audits from various government agencies relating to income and commodity taxes. As a result, from time to time, the tax authorities may disagree with the positions and conclusions made by the Company in its tax filings, which could lead to assessments and reassessments. These assessments and reassessments may have a material adverse effect on the Company’s financial position or results of operations.

17. Events After the Reporting Period

Acquisition of Finance Active SAS

On April 1, 2021, the Company acquired all of the issued and outstanding shares of Finance Active SAS (“Finance Active”) and its subsidiaries for approximately €106,500 (approximately $157,700), subject to adjustments. On closing, the Company paid a total of €89,200 (approximately $132,100) in cash, funded by drawing down on the Company’s credit facilities. In addition, the Company issued 303,177 common shares to the selling shareholders and certain members of Finance Active’s management team valued at €12,500 (approximately $18,500) from treasury on the acquisition date. These common shares will be held in escrow and will vest and be released over three years on each anniversary of the closing date, subject to continued employment by the management team and compliance with certain terms and conditions. As part of the purchase price, €4,800 of cash (approximately $7,100) is payable in cash over two years after closing, subject to certain conditions being met. Founded in 2000, Finance Active is a European provider of SaaS debt management and financial risk management SaaS solutions for treasury and investment management serving public, corporate and financial institutions. Finance Active is headquartered in Paris, France, with a wide geographic footprint in Europe including over 3,000 customers ranging from small‐to‐medium businesses to large, global institutions. Finance Active’s team of approximately 160 professionals will be integrated with the Company’s Altus Analytics business.

The €89,200 cash portion of the purchase price paid on closing was funded by the Company drawing £76,800 from its bank credit facilities on April 1, 2021.

As of the date of issuance of these interim financial statements, the initial accounting for this transaction has not been completed.

24

Altus Group Limited

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Notes to Interim Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

(Expressed in Thousands of Canadian Dollars, Except for Shares and Per Share Amounts)

17. Events After the Reporting Period, cont’d

Acquisition of StratoDem Analytics

On May 4, 2021, the Company acquired certain assets of StratoDem Analytics (“StratoDem Analytics”) for US$24,350 (approximately $29,900) in cash and common shares, subject to adjustments. As part of the transaction, the Company entered into a non‐compete agreement with members of management of StratoDem Analytics. As consideration for these assets, the Company paid cash of US$15,950 (approximately $19,600). In addition, the Company issued 165,320 common shares to the vendors valued at US$8,400 (approximately $10,300) from treasury. The common shares will be held in escrow and will vest and be released 50% on the first anniversary and the remaining 50% equally on the second and third anniversary of the closing date, subject partly to continued employment and compliance with certain terms and conditions. StratoDem Analytics is an early‐stage company offering data‐science‐as‐a‐service for the real estate sector. The cloud‐based StratoDem Analytics platform integrates vast amounts of granular local demographic and economic datasets to generate predictive models and analytical tools that enable clients to better understand the factors influencing the market and build more accurate models and forecasts. Through this acquisition, the StratoDem Analytics platform is a core component to the Company’s long‐term data strategy, bringing valuable data science talent and technology, and accelerating the Company’s speed to market for future data analytics products. Based in the U.S., StratoDem Analytics’ team will join the Altus Analytics business unit.

As of the date of issuance of these interim financial statements, the initial accounting for this transaction has not been completed.

25

LISTINGS

Toronto Stock Exchange Stock trading symbol: AIF

AUDITORS

ERNST & YOUNG LLP

TRANSFER AGENT

AST TRUST COMPANY (CANADA) P.O. Box 700 Station B Montreal, Quebec, Canada H3B 3K3 Toronto: (416) 682-3860 Toll-free throughout North America: 1 (800) 387-0825 Facsimile: 1 (888) 249-6189 Website: www.astfinancial.com/ca-en Email: inquiries@astfinancial.com

HEADQUARTERS

33 Yonge Street, Suite 500 Toronto, Ontario, Canada M5E 1G4 Telephone: (416) 641-9500 Toll-free Telephone: 1 (877) 953-9948 Facsimile: (416) 641-9501 Website: www.altusgroup.com Email: info@altusgroup.com