Calian Group Ltd.TSX: CGY

Calian Reports Results for the First Quarter of Fiscal 2026

· Issued by Calian Group Ltd. via GlobeNewswire

(All amounts in release are in Canadian dollars)

OTTAWA, Ontario, Feb. 12, 2026 (GLOBE NEWSWIRE) -- Calian® Group Ltd. (TSX:CGY), a mission critical solutions company focused on defence, space, healthcare and other strategic critical infrastructure sectors, today released its results for the first quarter ended December 31, 2025.

"Building on last quarter's momentum, we opened the year strong with revenue up 12%, including 6% organic growth," said Patrick Houston, Calian CEO. "Growth was fueled by sustained demand in Defence & Space and the impact from recent acquisitions. Adjusted EBITDA1 increased by 28%, significantly outpacing revenue growth, reflecting stronger margins, as well as the successful execution of cost optimization initiatives implemented at the end of last year.

As we look ahead, our more focused operating model paired with $1.4 billion in backlog, a strong acquisition pipeline, and solid balance sheet provide a powerful foundation for continued success. Market tailwinds in our core markets positions us to deliver another year of strong performance and create lasting value for our shareholders."

Q1-26 Highlights2:

  • Revenue up 12% to $208 million, including 6% from organic and 6% from acquisitions

  • Gross margin at 34.1%, up from 31.8%

  • Adjusted EBITDA1 up 28% to $23 million (margin of 11.0%)

  • Operating free cash flow1 of $16 million, representing a conversion of 69%

  • New contract signings of $171 million and ending backlog of $1.4 billion

  • Completed the acquisition of Canadian-based InField Scientific

  • Awarded a contract by a leading global space technology company

  • After quarter end, Calian announced it will mobilize investment to accelerate Canada's C5ISRT defence capabilities

Financial Highlights

Three months ended

(in millions of $, except per share & margins)

December 31,

2025

2024

%

Revenue

208.0

185.0

12

%

Adjusted EBITDA1

22.8

17.8

28

%

Adjusted EBITDA %1

11.0

%

9.6

%

140

bps

Adjusted Net Profit1

11.8

8.4

40

%

Adjusted EPS Diluted1

1.03

0.71

46

%

Operating Free Cash Flow1

15.8

13.1

21

%

1 This is a non-GAAP measure. Please refer to the section “Reconciliation of non-GAAP measures to most comparable IFRS measures” at the end of this press release.
2 Highlights are compared to the three-month period ended December 31, 2024.

Access the full report on the Calian Financials web page.

Register for the conference call on Thursday, February 12, 2026, 8:30 a.m. Eastern Time.

First Quarter Results

Revenues increased 12%, from $185 million to $208 million. This represents a record high quarterly revenue for the Company. Acquisitive growth was 6% and was generated by the acquisitions of Advanced Medical Solutions completed in May 2025 and Infield Scientific closed in October 2025. Organic growth was 6% and was generated by our defence solutions and to a lesser extent from our Essential Industries segment.

Gross profit increased 20.6% to $71 million, driven by revenue growth, changes in revenue mix and contributions from acquisitions. Gross margin stood at 34.1%, up from 31.8% last year. Similarly, adjusted EBITDA1 increased 28% to $23 million, driven by revenue growth, product mix, increased margins and cost optimization initiatives. As a result, adjusted EBITDA1 margin finished at 11.0%, up from 9.6% last year.

Net profit was $5.1 million, or $0.44 per diluted share, from a loss of $1.0 million, or $(0.08) per diluted share last year. The increase is primarily related to higher adjusted EBITDA1 and lower mergers and acquisition costs, offset by higher taxes and interest charges. Adjusted net profit1 was $11.8 million, or $1.03 per diluted share, up from $8.4 million, or $0.71 per diluted share, last year.

Liquidity and Capital Resources

"In the first quarter, we generated $16 million of operating free cash flow1. We used our cash and a portion of our credit facility to fund capital expenditures of $2 million, acquisitions and earnouts for $18 million and provide a return in shareholders through dividends of $3 million. We ended the quarter with a net debt to adjusted EBITDA1 ratio of 1.2x, preserving significant financial flexibility to fund our growth strategy," concluded Mr. Houston.

Calian Mobilizes Investment to accelerate Canada's C5ISRT Defence

January 26, 2026, Calian announced a strategic initiative to help accelerate the development and deployment of sovereign C5ISRT capabilities through Calian VENTURES (VENTURES), Canada’s defence innovation orchestrator. As Canada places increasing priority on sovereign defence capability, operational readiness and long-term resilience, Calian will advance technology collaboration and mobilize funding to accelerate capability development across Canada. Funding will be drawn from multiple sources, including capital investment from VENTURES, co-development of new intellectual property from Calian alongside multiple Canadian small to mid-size enterprise (SMEs), contributions from regional investment agencies, and federal programs.

Awarded Contract to Deliver QV Band Gateways for Two Geostationary Satellites

On November 24, 2025, Calian announced it has been awarded a contract by a leading global space technology company for the design and manufacturing of four Ka/Q/V-band RF gateway ground stations to support the roll-out of services for two state-of-the-art geostationary satellites.

The gateways will form the critical ground infrastructure linking the new satellites to terrestrial networks, enabling reliable, secure, high-capacity government communications across a wide geographical area that includes Africa, Europe, and Asia. In support of delivering on the contract, Calian will deliver four 10-metre Ka/Q/V-band gateway antennas along with the radio frequency equipment, and monitoring and control systems in the middle east. Once complete, the satellites will deliver next-generation, sovereign connectivity for secure government communications.

Completed the Acquisition of Canadian-based InField Scientific

On October 2, 2025, Calian announced the acquisition of InField Scientific Inc., a Quebec-based engineering company internationally recognized in electromagnetic environmental effects (E3). This small, strategic acquisition expands Calian’s defence portfolio enabling the company to deliver end-to-end electromagnetic solutions to expand into new markets, strengthen defence customer impact and support future growth.

Quarterly Dividend

On February 11, 2026, Calian declared a quarterly dividend of $0.28 per share. The dividend is payable March 11, 2026, to shareholders of record as of February 25, 2026. Dividends paid by the Company are considered “eligible dividend” for tax purposes.

About Calian

www.calian.com

For over 40 years, Calian has delivered mission-critical solutions when failure is not an option. Trusted worldwide, we empower organizations in critical industries to overcome obstacles, manage risks and drive progress. By combining the expertise of our people, proven industry insight, cutting-edge technology, bold innovation, and global reach, we deliver tailored solutions that solve complex challenges. Headquartered in Ottawa, Canada, with over 6,000 people around the world, Calian’s solutions protect lives, strengthen security, foster global connectivity and drive economic progress, making a lasting impact where and when it matters most.

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

Media inquiries:
media@calian.com
613-599-8600

Investor Relations inquiries:
ir@calian.com

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DISCLAIMER

Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.

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

CALIAN GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31, 2025 and September 30, 2025
(Canadian dollars in thousands, except per share data)

December 31,

September 30,

2025

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

62,636

$

46,101

Accounts receivable

175,002

171,150

Work in process

23,615

25,028

Inventory

28,009

27,709

Prepaid expenses and other

32,573

22,977

Derivative assets

186

44

Total current assets

322,021

293,009

NON-CURRENT ASSETS

Property, plant and equipment

44,980

45,508

Right of use assets

37,718

39,786

Prepaid expenses

5,813

6,015

Deferred tax asset

1,598

1,614

Investments

4,252

4,252

Acquired intangible assets

103,649

106,833

Goodwill

230,481

224,483

Total non-current assets

428,491

428,491

TOTAL ASSETS

$

750,512

$

721,500

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$

131,755

$

133,096

Provisions

3,138

3,458

Unearned contract revenue

44,290

39,646

Lease obligations

5,671

5,819

Contingent earn-out

10,177

16,147

Derivative liabilities

272

53

Total current liabilities

195,303

198,219

NON-CURRENT LIABILITIES

Debt facility

164,750

130,750

Lease obligations

35,972

37,634

Unearned contract revenue

13,931

14,704

Deferred tax liabilities

18,563

18,912

Total non-current liabilities

233,216

202,000

TOTAL LIABILITIES

428,519

400,219

SHAREHOLDERS’ EQUITY

Issued capital

224,472

220,345

Contributed surplus

5,322

7,312

Retained earnings

86,262

84,360

Accumulated other comprehensive income (loss)

5,937

9,264

TOTAL SHAREHOLDERS’ EQUITY

321,993

321,281

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

750,512

$

721,500

Number of common shares issued and outstanding

11,414,163

11,350,168

CALIAN GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF NET PROFIT
For the three months ended December 31, 2025 and 2024
(Canadian dollars in thousands, except per share data)

Three months ended

December 31,

2025

2024

Revenue

$

208,000

$

185,047

Cost of revenues

137,097

126,246

Gross profit

70,903

58,801

Selling, general and administrative

45,818

38,105

Research and development

2,270

2,896

Share-based compensation

1,012

1,091

Profit before under noted items

21,803

16,709

Restructuring expense

419

692

Depreciation and amortization

11,005

11,540

Mergers and acquisition costs

1,018

2,320

Profit before interest and income tax expense

9,361

2,157

Interest expense

2,216

1,783

Income tax expense

2,048

1,350

NET PROFIT (LOSS)

$

5,097

$

(976

)

Net profit (loss) per share:

Basic

$

0.45

$

(0.08

)

Diluted

$

0.44

$

(0.08

)

CALIAN GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended December 31, 2025 and 2024
(Canadian dollars in thousands)

Three months ended

December 31,

2025

2024

CASH FLOWS GENERATED FROM (USED IN) OPERATING ACTIVITIES

Net profit (loss)

$

5,097

$

(976

)

Items not affecting cash:

Interest expense

1,694

1,295

Changes in fair value related to contingent earn-out

100

558

Lease obligations interest expense

522

488

Income tax expense

2,048

1,350

Share based compensation expense

1,012

1,091

Depreciation and amortization

11,005

11,540

Deemed compensation

339

1,563

21,817

16,909

Change in non-cash working capital

Accounts receivable

(2,449

)

(167

)

Work in process

1,413

232

Prepaid expenses and other

(10,217

)

(2,739

)

Inventory

(300

)

(6,241

)

Accounts payable and accrued liabilities

(332

)

(858

)

Unearned contract revenue

3,871

1,294

13,803

8,430

Interest paid

(2,216

)

(1,783

)

Income tax paid

(4,420

)

(2,265

)

7,167

4,382

CASH FLOWS GENERATED FROM (USED IN) FINANCING ACTIVITIES

Issuance of common shares net of costs

376

881

Dividends

(3,195

)

(3,292

)

Net draw on debt facility

34,000

26,000

Payment of lease obligations

(1,599

)

(1,442

)

Repurchase of common shares

—

(4,926

)

29,582

17,221

CASH FLOWS USED IN INVESTING ACTIVITIES

Business acquisitions

(18,184

)

(11,215

)

Property, plant and equipment

(2,030

)

(1,136

)

(20,214

)

(12,351

)

NET CASH INFLOW

$

16,535

$

9,252

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

46,101

51,788

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

62,636

$

61,040


Reconciliation of Non-GAAP Measures to Most Comparable IFRS Measures

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

Management believes that providing certain non-GAAP performance measures, in addition to IFRS measures, provides users of the Company’s financial reports with enhanced understanding of the Company’s results and related trends and increases transparency and clarity into the core results of the business. Adjusted EBITDA excludes items that do not reflect, in our opinion, the Company’s core performance and helps users of our MD&A to better analyze our results, enabling comparability of our results from one period to another.

Adjusted EBITDA

Three months ended

December 31,

2025

2024

Net profit (loss)

$

5,097

$

(976

)

Share-based compensation

1,012

1,091

Restructuring expense

419

692

Depreciation and amortization

11,005

11,540

Mergers and acquisition costs

1,018

2,320

Interest expense

2,216

1,783

Income tax expense

2,048

1,350

Adjusted EBITDA

$

22,815

$

17,800

Adjusted EBITDA per share - Basic

2.00

1.51

Adjusted EBITDA per share - Diluted

$

1.99

$

7.68


Adjusted Net Profit and Adjusted EPS

Three months ended

December 31,

2025

2024

Net profit (loss)

$

5,097

$

(976

)

Share-based compensation

1,012

1,091

Restructuring expense

419

692

Mergers and acquisition costs

1,018

2,320

Amortization of intangibles

6,384

7,334

13,930

10,461

Income taxes related to above items

(2,160

)

(2,053

)

Adjusted net profit

11,770

8,408

Weighted average number of common shares basic

11,379,277

11,773,465

Adjusted EPS Basic

1.03

0.71

Adjusted EPS Diluted

$

1.03

$

0.71


Operating Free Cash Flow

Three months ended

December 31,

2025

2024

Cash flows generated from operating activities (free cash flow)

$

7,167

$

4,382

Adjustments:

M&A costs included in operating activities

579

199

Change in non-cash working capital

8,014

8,479

Operating free cash flow

$

15,760

$

13,060

Operating free cash flow per share - basic

1.38

6.10

Operating free cash flow per share - diluted

1.38

6.02

Operating free cash flow conversion

69

%

73

%


Net Debt to Adjusted EBITDA

December 31,

December 31,

2025

2024

Cash

$

62,636

$

61,040

Debt facility

164,750

115,750

Net debt (net cash)

102,114

54,710

Trailing twelve month adjusted EBITDA

83,433

88,602

Net debt to adjusted EBITDA

1.2

0.6


Operating free cash flow measures the company’s cash profitability after required capital spending when excluding working capital changes. The Company’s ability to convert adjusted EBITDA to operating free cash flow is critical for the long term success of its strategic growth. These measurements better align the reporting of our results and improve comparability against our peers. We believe that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of issuers. Management also uses non-GAAP measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. Non-GAAP measures should not be considered a substitute for or be considered in isolation from measures prepared in accordance with IFRS. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on non-GAAP measures and view them in conjunction with the most comparable IFRS financial measures. The Company has reconciled adjusted profit to the most comparable IFRS financial measure as shown above.