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Computer Modelling Group Ltd. — Interim / Quarterly Report 2026
Aug 7, 2025
43491_rns_2025-08-06_4884f899-aab0-40b6-abf2-2b5c4c125aa2.pdf
Interim / Quarterly Report
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Condensed Consolidated Interim Financial Statements
Q1 2026
For the three months ended June 30, 2025
CMC
Condensed Consolidated Statements of Financial Position
| UNAUDITED (thousands of Canadian $) | June 30, 2025 | March 31, 2025 |
|---|---|---|
| Assets | ||
| Current assets: | ||
| Cash | 44,026 | 43,884 |
| Restricted cash | 369 | 362 |
| Trade and other receivables | 29,308 | 41,457 |
| Prepaid expenses | 3,121 | 2,572 |
| Prepaid income taxes | 2,262 | 1,641 |
| 79,086 | 89,916 | |
| Intangible assets | 59,484 | 59,955 |
| Right-of-use assets | 27,655 | 28,443 |
| Property and equipment | 10,305 | 10,157 |
| Goodwill | 15,958 | 15,814 |
| Deferred tax asset | 274 | 471 |
| Total assets | 192,762 | 204,756 |
| Liabilities and shareholders’ equity | ||
| Current liabilities: | ||
| Trade payables and accrued liabilities | 16,078 | 18,452 |
| Income taxes payable | 2,189 | 2,667 |
| Acquisition holdback payable | 1,405 | 188 |
| Acquisition earnout payable | 3,682 | 3,864 |
| Deferred revenue (note 4) | 33,136 | 40,276 |
| Lease liabilities (note 5) | 2,319 | 2,278 |
| Government loan | 321 | 310 |
| 59,130 | 68,035 | |
| Lease liabilities (note 5) | 34,233 | 34,668 |
| Government loan | 1,283 | 1,319 |
| Other long-term liabilities | 599 | 1,725 |
| Deferred tax liabilities | 13,024 | 13,102 |
| Total liabilities | 108,269 | 118,849 |
| Shareholders’ equity: | ||
| Share capital | 95,104 | 94,849 |
| Contributed surplus | 15,630 | 15,460 |
| Cumulative translation adjustment | 3,313 | 4,326 |
| Deficit | (29,554) | (28,728) |
| Total shareholders’ equity | 84,493 | 85,907 |
| Total liabilities and shareholders’ equity | 192,762 | 204,756 |
Subsequent event (note 14)
See accompanying notes to condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
Condensed Consolidated Statements of Operations and Comprehensive Income
| Three months ended June 30, | 2025 | 2024 |
|---|---|---|
| UNAUDITED (thousands of Canadian $ except per share amounts) | ||
| Revenue (note 6) | 29,633 | 30,523 |
| Cost of revenue | 5,958 | 6,192 |
| Gross profit | 23,675 | 24,331 |
| Operating expenses | ||
| Sales and marketing | 4,610 | 4,931 |
| Research and development (note 7) | 8,033 | 8,245 |
| General and administrative | 5,739 | 5,489 |
| 18,382 | 18,665 | |
| Operating profit | 5,293 | 5,666 |
| Finance income (note 8) | 314 | 1,050 |
| Finance costs (note 8) | (1,381) | (463) |
| Change in fair value of contingent consideration | - | 199 |
| Profit before income and other taxes | 4,226 | 6,452 |
| Income and other taxes (note 9) | 917 | 2,488 |
| Net income for the period | 3,309 | 3,964 |
| Other comprehensive income: | ||
| Foreign currency translation adjustment | (1,013) | 899 |
| Other comprehensive income/(loss) | (1,013) | 899 |
| Total comprehensive income | 2,296 | 4,863 |
| Net income per share – basic (note10(d)) | 0.04 | 0.05 |
| Net income per share – diluted (note 10(d)) | 0.04 | 0.05 |
| Dividend per share | 0.05 | 0.05 |
See accompanying notes to condensed consolidated interim financial statements
Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
Condensed Consolidated Statements of Changes in Equity
| UNAUDITED (thousands of Canadian $) | Share capital | Contributed surplus | Accumulated other comprehensive income (loss) | Deficit | Total equity |
|---|---|---|---|---|---|
| Balance, April 1, 2024 | 87,304 | 15,667 | (387) | (34,789) | 67,815 |
| Net income for the period | - | - | - | 3,964 | 3,964 |
| Foreign currency translation adjustment | - | - | 899 | - | 899 |
| Dividends paid | - | - | - | (4,076) | (4,076) |
| Shares issued on exercise of stock options (note 10(b)) | 2,646 | (397) | - | - | 2,249 |
| Shares issued on redemption of performance share units (note 10(b)) | 243 | - | - | - | 243 |
| Stock-based compensation: | |||||
| Current period expense (note 10(c)) | - | 275 | - | - | 275 |
| Balance, June 30, 2024 | 90,193 | 15,545 | 532 | (34,901) | 71,369 |
| Balance, April 1, 2025 | 94,849 | 15,460 | 4,326 | (28,728) | 85,907 |
| Net income for the period | - | - | - | 3,309 | 3,309 |
| Foreign currency translation adjustment | - | - | (1,013) | - | (1,013) |
| Dividends paid | - | - | - | (4,135) | (4,135) |
| Shares issued on exercise of stock options (note 10(b)) | 255 | (43) | - | - | 212 |
| Stock-based compensation: | |||||
| Current period expense (note 10(c)) | - | 213 | - | - | 213 |
| Balance, June 30, 2025 | 95,104 | 15,630 | 3,313 | (29,554) | 84,493 |
See accompanying notes to condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
Condensed Consolidated Statements of Cash Flows
| Three months ended June 30, | 2025 | 2024 |
|---|---|---|
| UNAUDITED (thousands of Canadian $) | ||
| Operating activities | ||
| Net income | 3,309 | 3,964 |
| Adjustments for: | ||
| Depreciation and amortization of property, equipment, right-of use assets | 1,062 | 1,218 |
| Amortization of intangible assets | 1,354 | 665 |
| Deferred income tax expense (recovery) | (383) | (653) |
| Stock-based compensation (note 10(c)) | 149 | 1,892 |
| Foreign exchange and other non-cash items | 33 | (571) |
| Funds flow from operations | 5,524 | 6,515 |
| Movement in non-cash working capital: | ||
| Trade and other receivables | 12,149 | 13,811 |
| Trade payables and accrued liabilities | (2,267) | (3,331) |
| Prepaid expenses and other assets | (549) | 34 |
| Income taxes receivable (payable) | (968) | 1,424 |
| Deferred revenue | (7,290) | (10,230) |
| Change in non-cash working capital | 1,075 | 1,708 |
| Net cash provided by (used in) operating activities | 6,599 | 8,223 |
| Financing activities | ||
| Repayment of government loan | (80) | - |
| Proceeds from issuance of common shares | 212 | 2,249 |
| Repayment of lease liabilities (note 5) | (526) | (743) |
| Dividends paid | (4,135) | (4,076) |
| Net cash used in financing activities | (4,529) | (2,570) |
| Investing activities | ||
| Property and equipment additions | (542) | (93) |
| Net cash used in investing activities | (542) | (93) |
| Increase (decrease) in cash | 1,528 | 5,560 |
| Effect of foreign exchange on cash | (1,386) | 449 |
| Cash, beginning of period | 43,884 | 63,083 |
| Cash, end of period | 44,026 | 69,092 |
| Supplementary cash flow information | ||
| Interest received (note 8) | 314 | 878 |
| Interest paid (notes 5 and 8) | 470 | 463 |
| Income taxes paid | 1,779 | 1,496 |
See accompanying notes to condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
Notes to Condensed Consolidated Interim Financial Statements
For the three months ended June 30, 2025 and 2024.
1. Reporting Entity:
Computer Modelling Group Ltd. ("CMG Group" or "the Company") is a company domiciled in Alberta, Canada and is incorporated pursuant to the Alberta Business Corporations Act, with its common shares listed on the Toronto Stock Exchange under the symbol "CMG". The address of CMG Group's registered office is 3710 33 Street N.W., Calgary, Alberta, Canada, T2L 2M1. The consolidated financial statements as at and for the three months ended June 30, 2025, comprise CMG Group and its subsidiaries: Computer Modelling Group Inc., CMG Middle East FZ LLC, CMG Europe Ltd., CMG Collaboration Centre India Private Ltd., and Computer Modelling Group Brazil Solucoes Technoligicas Ltda., (together referred to as "CMG"), and CMG Holdings (USA) Inc., Bluware-Headwave Ventures Inc., Bluware Inc., and Bluware AS, (together referred to as "BHV") and CMGL Services Corporation Inc., CMG Germany GmbH, Sharp Reflections GmbH, Sharp Reflections Inc., Sharp Reflections AS, Sharp Reflections Ltd., (together referred to as "SR" or "Sharp"). The Company is a global software and consulting technology company engaged in both the development and licensing of reservoir simulation and seismic interpretation software. The Company also provides professional services consisting of highly specialized support, consulting, training, and contract research activities.
2. Basis of Preparation:
Statement of Compliance:
These unaudited interim condensed consolidated financial statements (the "financial statements") have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, under IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the Company's most recent annual audited consolidated financial statements for the year ended March 31, 2025.
These financial statements were prepared using accounting policies and methods of their application are consistent with those used in the preparation of the Company's audited consolidated annual financial statements for the year ended March 31, 2025.
These financial statements as at and for the three months ended June 30, 2025 were authorized for issuance by the Board of Directors on August 6, 2025.
3. Segmented Information:
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The operating results of all operating segments are reviewed regularly by the Company's Chief Executive Officer to make decisions about resources to be allocated to the segment and assessing their performance.
The Company consists of three operating segments. All operating segments have similar economic characteristics and therefore the Company has aggregated all operating segments into one reportable segment consistent with the objectives and basic principles of IFRS 8.
The Company provides professional services, consisting of support, training, consulting and contract research activities, to promote the use and development of its software; however, these activities are considered a single line of business and all products function around this purpose and are not evaluated as a separate business segment.
Non-current assets including property, equipment, intangible and right-of-use assets and goodwill of the Company are located in the following geographic regions (for revenue by geographic region, refer to note 6), based on location of the respective operations:
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
(thousands of $)
| June 30, 2025 | March 31, 2025 | |
|---|---|---|
| Canada | 52,080 | 53,527 |
| United States | 8,705 | 9,105 |
| South America | 326 | 331 |
| Eastern Hemisphere(1) | 52,291 | 51,406 |
| 113,402 | 114,369 |
(1) At June 30, 2025 non-current assets of $51.3 million are located in Germany (March 31, 2025 - $50.4 million).
4. Deferred Revenue:
The following table presents changes in the deferred revenue balance:
| (thousands of $) | June 30, 2025 | March 31, 2025 |
|---|---|---|
| Balance, beginning of period | 40,276 | 41,120 |
| Acquired deferred revenue | - | 1,655 |
| Invoiced during the period, excluding amounts recognized as revenue during the period | 11,359 | 39,580 |
| Recognition of deferred revenue included in the balance of acquired deferred revenue | - | (1,092) |
| Recognition of deferred revenue included in the balance at the beginning of the period | (18,223) | (41,300) |
| Effect of foreign exchange | (276) | 313 |
| Balance, end of period | 33,136 | 40,276 |
5. Lease Liabilities:
The Company's leases are for office space the most significant of which is the twenty-year head office lease in Calgary, Canada that commenced in 2017. These leases contain renewal options for additional terms, but since the Company is not reasonably certain it will exercise the renewal options, they have not been included in the measurement of the lease obligations.
| (thousands of $) | June 30, 2025 | March 31, 2025 |
|---|---|---|
| Balance, beginning of year | 36,946 | 36,961 |
| Additions | 180 | 2,378 |
| Acquired lease liabilities | - | 256 |
| Interest on lease liabilities (note 8) | 470 | 1,891 |
| Lease payments | (996) | (4,641) |
| Effect of foreign exchange | (48) | 101 |
| Balance, end of period | 36,552 | 36,946 |
| Current | 2,319 | 2,278 |
| Long-term | 34,233 | 34,668 |
The following table presents contractual undiscounted payments for lease liabilities as at June 30, 2025:
(thousands of $)
| Less than one year | 4,116 |
|---|---|
| Between one and five years | 16,388 |
| More than five years | 27,998 |
| Total undiscounted payments | 48,502 |
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
6. Revenue:
In the following table, revenue is disaggregated by geographical region based on where the customer is located and timing of revenue recognition. In the case of revenues recognized through a reseller arrangement the geographic segmentation is based on the resellers' location:
| Three months ended June 30, | 2025 | ||||
|---|---|---|---|---|---|
| ($ thousands) | Canada | United States | South America | Eastern Hemisphere | Total |
| Annuity/maintenance | 2,898 | 4,520 | 2,709 | 10,207 | 20,334 |
| Annuity license fee | 13 | 52 | 33 | 420 | 518 |
| Perpetual license | - | 94 | - | 284 | 378 |
| Total software revenue (1) | 2,911 | 4,666 | 2,742 | 10,911 | 21,230 |
| Professional services | 1,744 | 4,070 | 507 | 2,082 | 8,403 |
| Total revenue | 4,655 | 8,736 | 3,249 | 12,993 | 29,633 |
| Three months ended June 30, | 2024 | ||||
| --- | --- | --- | --- | --- | --- |
| ($ thousands) | Canada | United States | South America | Eastern Hemisphere | Total |
| Annuity/maintenance | 3,229 | 4,618 | 2,336 | 9,152 | 19,335 |
| Annuity license fee | - | 40 | 33 | 105 | 178 |
| Perpetual license | - | 1,337 | - | 773 | 2,110 |
| Total software revenue (1) | 3,229 | 5,995 | 2,369 | 10,030 | 21,623 |
| Professional services | 2,334 | 5,035 | 341 | 1,190 | 8,900 |
| Total revenue | 5,563 | 11,030 | 2,710 | 11,220 | 30,523 |
(1) Total software revenue includes the amortization of a fair value reduction of deferred revenue recognized on acquisition, which has reduced post-acquisition revenues by $0.2 million (three months ended June 30, 2024 - $0.1 million).
(2) Annuity/maintenance and professional service revenue are recognized over the contract. Annuity license fee and perpetual license revenue are recognized at a point in time upon completion of the Company's obligation.
The amount of revenue recognized during the three months ended June 30, 2025 from performance obligations satisfied (or partially satisfied) in previous periods is $0.4 million (three months ended June 30, 2024 – $1.2 million).
The Company applies the practical expedient available under IFRS 15 and does not disclose the amount of the transaction price allocated to unsatisfied performance obligations if the underlying contract has an expected duration of one year or less.
Receivables and contract assets from contracts with customers included in "Trade and other receivables" were as follows:
| (thousands of $) | June 30, 2025 | March 31, 2025 |
|---|---|---|
| Receivables | 20,985 | 35,859 |
| Contract assets | 2,708 | 1,662 |
During the three months ended June 30, 2025, one customer comprised 16.2% of the Company's total revenue (three months ended June 30, 2024 – one customer, 24.7%)
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
7. Research and Development Costs:
| Three months ended June 30, (thousands of $) | 2025 | 2024 |
|---|---|---|
| Research and development | 8,123 | 8,284 |
| Government grants for research and development | (90) | (39) |
| 8,033 | 8,245 |
8. Finance Income and Finance Costs:
| Three months ended June 30, (thousands of $) | 2025 | 2024 |
|---|---|---|
| Interest income | 314 | 878 |
| Net foreign exchange gain | - | 172 |
| Finance income | 314 | 1,050 |
| Interest expense on lease liabilities (note 5) | (470) | (463) |
| --- | --- | --- |
| Net foreign exchange loss and other | (911) | - |
| Finance costs | (1,381) | (463) |
9. Income and Other Taxes:
The major components of income tax expense are as follows:
| Three months ended June 30, (thousands of $) | 2025 | 2024 |
|---|---|---|
| Current year income tax expense | 1,070 | 2,226 |
| Adjustment for prior year | (119) | 716 |
| Current year income taxes | 951 | 2,942 |
| Deferred tax expense (recovery) | (383) | (653) |
| Foreign withholding and other taxes | 349 | 199 |
| 917 | 2,488 |
During the three months ended June 30, 2025, the blended statutory rate was 23% (three months ended June 30, 2024 – 23%).
10. Share Capital:
(a) Authorized:
An unlimited number of common shares, an unlimited number of non-voting shares, and an unlimited number of preferred shares, issuable in series.
(b) Issued:
| (thousands of shares) | Common shares |
|---|---|
| Balance, April 1, 2024 | 81,392 |
| Issued on redemption of performance share units | 17 |
| Issued for cash on exercise of stock options | 428 |
| Balance, June 30, 2024 | 81,837 |
| Balance, April 1, 2025 | 82,540 |
| Issued for cash on exercise of stock options | 47 |
| Balance, June 30, 2025 | 82,587 |
(c) Stock-Based Compensation:
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense:
| Three months ended June 30,
(thousands of $) | 2025 | 2024 |
| --- | --- | --- |
| Equity-settled plans | 213 | 275 |
| Cash-settled plans | (36) | 2,631 |
| Total stock-based compensation expense | 177 | 2,906 |
Liability Recognized for Stock-Based Compensation(1)
The following table summarizes liabilities for the Company's cash-settled plans:
| (thousands of $) | June 30, 2025 | March 31, 2025 |
|---|---|---|
| SARs | 118 | 185 |
| RSUs | 896 | 891 |
| PSUs | 183 | 148 |
| DSUs | 1,527 | 1,568 |
| Total stock-based compensation liability | 2,724 | 2,792 |
| Current, recorded within trade payables and accrued liabilities | 2,426 | 2,536 |
| Long-term, recorded in other long-term liabilities | 298 | 256 |
(1) The intrinsic value of the vested awards at June 30, 2025 is $1.6 million (March 31, 2025 - $1.8 million).
The Company has several stock-based compensation plans, including a stock option plan, a share appreciation rights plan, a performance share unit and restricted share unit plan, and a deferred share unit plan.
The maximum number of common shares reserved for issuance under the Company's security-based compensation plans is limited to 10% of the issued and outstanding common shares. Based on this calculation, at June 30, 2025, the Company may reserve up to 8,258,726 common shares for issuance under its security-based compensation plans.
(i) Stock Option Plan
Stock options granted by the Company provide the holder with the right to purchase common shares at the market price on the grant date, subject to fulfilling vesting terms. The majority of the Company's options vest over a three-year period, with fifty percent vesting on the first-year anniversary from the grant date and 25% vesting on each of the second- and third-year anniversary dates. The Company has also granted stock options that vest when certain share price thresholds are achieved.
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
Stock options have a three to five-year life.
The following table outlines changes in stock options:
| Three months ended June 30, 2025 | Year ended March 31, 2025 | |||
|---|---|---|---|---|
| Number of Options (thousands) | Weighted Average Exercise Price ($/share) | Number of Options (thousands) | Weighted Average Exercise Price ($/share) | |
| Outstanding at beginning of period | 3,553 | 5.84 | 4,393 | 5.17 |
| Granted (1) | 671 | 6.93 | 750 | 10.90 |
| Exercised | (47) | 4.55 | (1,079) | 5.24 |
| Forfeited/expired | - | - | (511) | 8.77 |
| Outstanding at end of period | 4,177 | 6.03 | 3,553 | 5.84 |
| Options exercisable at end of period | 1,059 | 5.00 | 1,106 | 4.98 |
(1) 500,000 stock options granted during the three months ended June 30, 2025 are exercisable when specified share price targets are achieved.
The range of exercise prices of stock options outstanding and exercisable at June 30, 2025 is as follows:
| Outstanding | Exercisable | ||||
|---|---|---|---|---|---|
| Exercise Price ($/option) | Number of Options (thousands) | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price ($/option) | Number of Options (thousands) | Weighted Average Exercise Price ($/option) |
| 3.98 to 4.62 | 359 | 1.6 | 4.23 | 184 | 3.98 |
| 4.63 to 4.87 | 1,792 | 1.9 | 4.74 | 492 | 4.74 |
| 4.88 to 5.04 | 512 | 2.2 | 5.00 | 245 | 5.00 |
| 5.05 to 5.88 | 48 | 0.1 | 5.08 | 48 | 5.08 |
| 5.89 to 6.91 | 628 | 2.9 | 6.91 | - | 0.00 |
| 6.92 to 7.21 | 44 | 5.0 | 7.21 | - | 0.00 |
| 7.22 to 10.40 | 794 | 3.3 | 9.73 | 90 | 8.52 |
| 4,177 | 2.3 | 6.03 | 1,059 | 5.00 |
During the three months ended June 30, 2025, CMG Group issued a grant of 671,529 stock options, out of which 500,000 are performance based. The performance factors are as follows for the performance-based stock options to become fully vested and exercisable:
- 250,000 stock options vest and become exercisable when a share price of $15 has been achieved for three consecutive months.
- 250,000 stock options vest and become exercisable when a share price of $20 has been achieved for three consecutive months.
A Black Scholes pricing model was utilized in the valuing of these grants and the assumptions used to fair value this grant are included in the table below. The expected volatility considers the historical volatility in the price of CMG Group's common shares over a period similar to the life of the options.
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
| Three months ended June 30, 2025 | Year ended March 31, 2025 | |
|---|---|---|
| Fair value at grant date ($/option) | 0.13 to 0.31 | 0.83 to 2.74 |
| Share price at grant date ($/share) | 6.91 | 10.11 to 10.40 |
| Risk-free interest rate (%) | 2.63 | 3.08 to 3.14 |
| Estimated hold period prior to exercise (years) | 2.5 | 3 to 4 |
| Volatility in the price of common shares (%) | 40 to 41 | 38 to 40 |
| Dividend yield per common share (%) | 2.89 | 1.92 to 2.06 |
(ii) Share Appreciation Rights Plan
The Company adopted a share appreciation rights plan ("SAR Plan") in November 2015. A share appreciation right ("SAR") entitles the holder to receive a cash payment equal to the difference between the stated exercise price and the market price of the Company's common shares on the date the SAR is exercised. SARs are granted to executive officers and employees residing and working outside of Canada.
The following table outlines changes in SARs:
| Three months ended June 30, 2025 | Year ended March 31, 2025 | |||
|---|---|---|---|---|
| Number of SARs (thousands) | Weighted Average Exercise Price ($/SAR) | Number of SARs (thousands) | Weighted Average Exercise Price ($/SAR) | |
| Outstanding at beginning of period | 52 | 4.50 | 563 | 6.50 |
| Exercised | (15) | 5.07 | (232) | 6.00 |
| Forfeited/expired | - | - | (279) | 7.30 |
| Outstanding at end of period | 37 | 4.27 | 52 | 4.50 |
| SARs exercisable at end of period | 37 | 4.27 | 52 | 4.50 |
(iii) Share Unit Plans
Performance Share Units (PSUs) and Restricted Share Units (RSUs)
The Performance Share Unit and Restricted Share Unit Plan ("PSU & RSU Plan") is open to all employees and contractors of the Company. Upon vesting, PSUs and RSUs can be exchanged for common shares of the Company or surrendered for cash at the option of the holder.
The International Employees PSU & RSU Plan includes substantially the same terms, conditions, and PSU performance criteria as the PSU & RSU Plan, with the main two exceptions being that (i) it is available only to employees and contractors residing and working outside of Canada and (ii) PSUs and RSUs under this plan can be redeemed for cash only.
Deferred Share Units (DSUs)
The DSU Plan was adopted in May 2017 and is limited to non-employee members of the Board of Directors. DSUs vest immediately but are redeemable for cash only after a director ceases Board of Director membership.
The following table summarizes the activity related to the Company's share unit plans:
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
| (thousands) | Three months ended June 30, 2025 | Year ended March 31, 2025 | ||||
|---|---|---|---|---|---|---|
| RSUs | PSUs | DSUs | RSUs | PSUs | DSUs | |
| Outstanding at beginning of period | 153 | 96 | 196 | 394 | 117 | 187 |
| Granted | 1 | 80 | 21 | 4 | 64 | 30 |
| Exercised | - | - | - | (200) | (47) | (25) |
| Forfeited/expired | (8) | (8) | - | (45) | (38) | 4 |
| Outstanding at end of period | 146 | 168 | 217 | 153 | 96 | 196 |
(d) Earnings Per Share:
The following table summarizes the earnings and weighted average number of common shares used in calculating basic and diluted earnings per share:
| Three months ended June 30, (thousands except per share amounts) | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Earnings ($) | Weighted average shares outstanding | Earnings per share ($/share) | Earnings ($) | Weighted average shares outstanding | Earnings per share ($/share) | |
| Basic | 3,309 | 83,090 | 0.04 | 3,964 | 81,476 | 0.05 |
| Dilutive effect of share-based awards | 1,085 | 2,537 | ||||
| Diluted | 3,309 | 84,175 | 0.04 | 3,964 | 84,013 | 0.05 |
During the three months ended June 30, 2025, 10,010 awards (June 30, 2024 – 8,187) were excluded from the computation of the weighted average number of diluted shares outstanding because their effect was not dilutive.
11. Financial Instruments and Risk Management:
The Company's financial instruments include financial assets which include cash, restricted cash, trade and other receivables, which are classified as and measured at amortized cost, which approximates their fair values, as well as financial liabilities which include trade payables and accrued liabilities (excluding stock-based compensation payable), acquisition holdback payable, and other long-term liabilities (excluding stock-based compensation payable) which are classified as other financial liabilities and, using level 2 inputs, are measured at amortized cost, which approximates their fair values. As the earn-out period ended March 25, 2025, the acquisition earnout payable of $3.7 million at June 30, 2025 (March 31, 2025 - $3.9 million) is measured at amortized cost, using level 2 inputs, which approximates fair value. The Government loan is measured at amortized cost using the effective interest rate method, using level 2 inputs.
12. Commitments:
(a) Research Commitment:
CMG, in partnership with Shell Global Solutions International B.V. ("Shell") at present, and also in partnership with Petroleo Brasileiro S.A. historically, is the developer of CoFlow, the newest generation of reservoir and production system simulation software.
On January 1, 2017, Shell and CMG entered into an agreement (the "CoFlow Agreement") with an initial five-year term whereby CMG would be responsible for the research and development costs of CoFlow and Shell would be responsible for providing a contribution for the continuing development of the software.
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26
On December 21, 2020, the CoFlow Agreement was amended when Shell exercised its right to request a five-year term extension, commencing January 1, 2022. All other terms and conditions in the CoFlow Agreement, including any related amendments, remain unchanged and in full force and effect during the extended term. In September 2021, CMG and Shell agreed that CMG would add and/or allocate up to six additional full-time employees in order to accelerate CoFlow development and support targeted CoFlow deployments, and Shell's contribution would increase accordingly. During the year ended March 31, 2025, Shell exercised its right to terminate the CoFlow Agreement one year prior to the original five-year anniversary.
During the three months ended June 30, 2025, CMG recorded professional services revenue of $1.4 million (2024 - $2.1 million), and CoFlow costs of $1.3 million to research and development expenses (2024 - $2.4 million).
(b) Commitments:
The Company's commitments include operating cost commitments and short-term office leases:
| (thousands of $) | June 30, 2025 |
|---|---|
| Less than one year | 1,445 |
| Between one and five years | 5,068 |
| More than five years | 7,711 |
| 14,224 |
13. Line of Credit:
The Company has arranged for a $2.5 million (June 30, 2024 - $2.0 million) line of credit with its principal banker, which can be drawn down by way of a demand operating credit facility or may be used to support letters of credit. As at June 30, 2025, $2.0 million (June 30, 2024 - $1.3 million) had been reserved on this line of credit for letters of credit supporting performance bonds.
14. Subsequent Event:
(a) Dividend Declaration:
On August 6, 2025, the Board of Directors declared a quarterly cash dividend of $0.01 per share on its common shares, payable Sept 15, 2025, to all shareholders of record at the close of business on September 5, 2025. The Board of Directors made the decision to reduce quarterly dividend from $0.05 per share to $0.01 per share to allow the Company financial flexibility to invest in growth through acquisitions.
(b) Acquisition of SeisWare International Inc.
On July 30, 2025, CMG Group completed the acquisition of 100% of the outstanding shares of SeisWare International Inc. ("SeisWare"), a Calgary-based software company specializing in geoscience interpretation and field development solutions to support subsurface exploration and development projects. The acquisition of SeisWare further builds out the seismic interpretation solutions offerings within the CMG Group through a platform offering powerful tools for seismic interpretation, attribute analysis, geological mapping and 3D well design.
Subject to customary post-closing adjustments, the purchase price is US$6.6 million ($9 million), net of cash acquired, payout of indebtedness immediately prior to close, and other preliminary closing adjustments. On closing, US$6.0 million ($8.2 million) was paid and a holdback amount of US$0.6 million ($0.8 million) will be withheld for a period of 12 months and the transaction will be subject to final closing adjustments.
The acquisition will be accounted for as a business combination, under the acquisition method, whereby the assets acquired, and liabilities assumed will be recorded at fair value at the acquisition date and the results of operations will be included in these consolidated financial statements from the date of the acquisition.
Due to the timing of the transaction, the Company has not yet determined preliminary fair values of assets acquired and liabilities assumed.
Notes to the Condensed Consolidated Interim Financial Statements
Computer Modelling Group Ltd. Q1 26