Business
Calian Reports Results for the Fourth Quarter and Full Year 2025
(All amounts in release are in Canadian dollars) OTTAWA, Ontario, Nov. 26, 2025 (GLOBE NEWS...
About this update from Calian Group Ltd.
(All amounts in release are in Canadian dollars) OTTAWA, Ontario, Nov. 26, 2025 (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 fourth quarter and fiscal year ended September 30, 2025. “Our fourth quarter results mark a significant turning point for the company, with revenues up 12%—driven by a balanced mix of 6% organic growth and 6% from acquisitions,” said Kevin Ford, Calian CEO. “This return to organic growth after several challenging quarters is a testament to the resilience and adaptability of our team. Adjusted EBITDA 1 increased by 2%, with a margin of 11.9%, and our defence solutions delivered an impressive 15% growth. Excluding the impact from our ITCS segment, Q4 revenues would have been up 18% and adjusted EBITDA 1 up 32%, highlighting the underlying strength of our core business. For the full year 2025, we delivered 4% revenue growth and maintained a double-digit adjusted EBITDA 1 margin of 10.1%, despite a 15% decline in adjusted EBITDA 1 , primarily due to the ITCS segment’s performance. Excluding ITCS, our adjusted EBITDA 1 would have increased 9%. In Q4, we took decisive actions to restore the performance of ITCS, and we expect to see meaningful benefits from these initiatives in fiscal year 2026. Looking ahead, with a robust $1.4 billion backlog, a strong acquisition pipeline, a solid balance sheet, and clear tailwinds in our defence markets, we are well positioned for a strong fiscal year 2026. Leading this company has been the honor of my career. I’m proud of the strong foundation we’ve built and confident that, with Patrick and our talented team, the company is well positioned for continued success as I retire.” Q4-25 Highlights: Revenue up 12% to $203 million, including 6% from organic and 6% from acquisitions Gross margin at 34.0%, in line with last year Adjusted EBITDA 1 up 2% to $24 million (margin of 11.9%) Operating free cash flow 1 of $17 million, representing a conversion of 72% New contract signings of $122 million, bringing FY25 signings to over $1.1 billion Achieved 15% year-over-year revenue growth in defence end market solutions Renewed NCIB, repurchased 562,608 shares, or approximately 5% of the public float in FY25 Launched Calian VENTURES to support the growth of Canadian Defence SMEs and partners Renewed and expanded debt agreement to a total of $350 million Completed the acquisition of Canadian-based InField Scientific after quarter end Awarded a contract by a leading global space technology company, after quarter end FY25 Highlights: Revenue up 4% to $774 million Gross margin stood at 33.5%, in line with 34.0% last year Adjusted EBITDA 1 down 15% to $78 million (margin 10.1%) Operating free cash flow 1 down 28% to $52 million Net debt to adjusted EBITDA 1 ratio of 1.1x Financial Highlights Three months ended Year ended (in millions of $, except per share & margins) September 30, September 30, 2025 2024 2 % 2025 2024 2 % Revenue 203.2 181.2 12 % 774.1 746.6 4 % Adjusted EBITDA 1 24.3 23.8 2 % 78.4 92.2 (15)% Adjusted EBITDA % 1 11.9 % 13.1 % (120)bps 10.1 % 12.3 % (220)bps Adjusted Net Profit 1 11.5 10.5 10 % 38.3 50.5 (24)% Adjusted EPS Diluted 1 1.00 0.87 15 % 3.28 4.23 (22)% Operating Free Cash Flow 1 17.4 19.1 (9)% 52.2 72.3 (28)% 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 Certain comparative figures have been reclassified to align with the current year's presentation. For more information, please see the selected consolidated financial information section of the management discussion and analysis. Access the full report on the Calian Financials web page. Register for the conference call on Wednesday, November 26, 2025, 8:30 a.m. Eastern Time. Fourth Quarter Results Revenues increased 12%, from $181 million to $203 million. Acquisitive growth was 6% and was generated by the acquisition of Advanced Medical Solutions completed in May. Organic growth was 6% and was generated by the Advanced Technologies, Health and Learning segments. It was offset by declines in ITCS. Excluding a segment undergoing a targeted repositioning, organic growth was 9%. Gross margin held steady at 34.0%, and represents the 14 th consecutive quarter above the 30% mark. Adjusted EBITDA 1 stood at $24 million, a 2% increase year over year driven by strong performance in the Advanced Technologies, Health and Learning segments. As expected, margin dynamics reflected strategic adjustments in ITCS resulting in adjusted EBITDA 1 margin of 11.9%, Excluding that segment, the remainder of the business delivered a 32% increase in adjusted EBITDA 1 . Net profit stood at $20.6 million, or $1.80 per diluted share, from a loss of $(0.6) million, or $(0.05) per diluted share last year. This improvement reflects the removal of the contingent earn-out related to Decisive, coupled with lower tax expenses, partially offset by higher interest expenses. Adjusted net profit 1 was $11.5 million, or $1.00 per diluted share, up from $10.5 million, or $0.87 per diluted share last year, supported by higher adjusted EBITDA 1 . Liquidity and Capital Resources "This quarter showcased the resilience and momentum across our portfolio. We continued to expand in our mission-critical markets, delivered solid profitability, and generated $17 million in operating free cash flow 1 ." said Patrick Houston, Calian CFO. "Our backlog of $1.4 billion provides a strong base to continue our growth trajectory, and our renewed credit facility gives us the capacity to continue investing for growth. With our core segments delivering double-digit adjusted EBITDA 1 of 32% in Q4 and 9% in FY25 and strengthened demand in defence, space and health, we are very well positioned for a step-change in performance in fiscal 2026." 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. Renewed and Expanded its Debt Agreement On September 29, 2025, Calian announced the closing of a CDN$200 million debt facility with Royal Bank of Canada (RBC), Federation des Caisses Desjardins du Quebec (Desjardins), Canadian Imperial Bank of Commerce (CIBC), JP Morgan Chase Bank, N.A. (JP Morgan) and Export Development Canada. The new three-year term revolving credit facility totals $350 million, including a committed amount of $200 million, combined with an uncommitted accordion feature of up to $150 million. Launched Calian VENTURES On September 23, 2025, Calian announced the launch of Calian VENTURES, a groundbreaking initiative helping Canada's small to mid-sized enterprise (SMEs) and partners scale proven Canadian defence solutions into sovereign capabilities to meet the evolving needs of the Canadian Armed Forces (CAF). On November 13, 2025, Calian announced its first partnership under Calian VENTURES with TACTIQL Inc. Normal Course Issuer Bid On August 28, 2025, the TSX accepted Calian’s Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”) to purchase for cancellation up to 796,283 common shares during the 12-month period commencing September 1, 2025 and ending August 31, 2026, representing approximately 10% of the public float of its common shares as at August 18, 2025. In the three-month period ended September 30, 2025, the Company repurchased 6,300 shares for cancellation in consideration of $0.3 million. For the year ended ended September 30, 2025, the Company repurchased 562,608 shares for cancellation in consideration of $25.5 million. Quarterly Dividend On November 25, 2025, Calian declared a quarterly dividend of $0.28 per share. The dividend is payable December 23, 2025, to shareholders of record as of December 9, 2025. 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 5,000 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: [email protected] 613-599-8600 Investor Relations inquiries: [email protected] ----------------------------------------------------------------------------- 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: [email protected] CALIAN GROUP LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at September 30, 2025 and September 30, 2024 (Canadian dollars in thousands, except per share data) September 30, September 30, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 46,101 $ 51,788 Accounts receivable 171,150 157,376 Work in process 25,028 20,437 Inventory 27,709 23,199 Prepaid expenses 22,977 23,978 Derivative assets 44 32 Total current assets 293,009 276,810 NON-CURRENT ASSETS Property, plant and equipment 45,508 40,962 Right of use assets 39,786 36,383 Prepaid expenses 6,015 7,820 Deferred tax asset 1,614 3,425 Investments 4,252 3,875 Acquired intangible assets 106,833 128,253 Goodwill 224,483 210,392 Total non-current assets 428,491 431,110 TOTAL ASSETS $ 721,500 $ 707,920 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 133,096 $ 124,884 Provisions 3,458 3,075 Unearned contract revenue 39,646 41,723 Lease obligations 5,819 5,645 Contingent earn-out 16,147 39,136 Derivative liabilities 53 92 Total current liabilities 198,219 214,555 NON-CURRENT LIABILITIES Debt facility 130,750 89,750 Lease obligations 37,634 33,798 Unearned contract revenue 14,704 14,503 Contingent earn-out — 2,697 Deferred tax liabilities 18,912 25,862 Total non-current liabilities 202,000 166,610 TOTAL LIABILITIES 400,219 381,165 SHAREHOLDERS’ EQUITY Issued capital 220,345 225,747 Contributed surplus 7,312 6,019 Retained earnings 84,360 91,268 Accumulated other comprehensive income (loss) 9,264 3,721 TOTAL SHAREHOLDERS’ EQUITY 321,281 326,755 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 721,500 $ 707,920 Number of common shares issued and outstanding 11,350,168 11,802,364 CALIAN GROUP LTD. CONSOLIDATED STATEMENTS OF NET PROFIT For the three months and years ended September 30, 2025 and 2024 (Canadian dollars in thousands, except per share data) Three months ended Year ended September 30, September 30, 2025 2024 2025 2024 Revenue $ 203,181 $ 181,166 $ 774,111 $ 746,611 Cost of revenues 134,192 117,242 514,824 492,597 Gross profit 68,989 63,924 259,287 254,014 Selling, general and administrative 41,811 37,099 169,073 149,891 Research and development 2,919 3,047 11,794 11,967 Share-based compensation 1,117 684 4,511 4,372 Profit before under noted items 23,142 23,094 73,909 87,784 Restructuring expense 1,160 368 3,638 1,864 Depreciation and amortization 12,047 11,914 46,696 41,829 Mergers and acquisition costs (15,938 ) 4,709 (10,143 ) 15,338 Other changes in fair value (377 ) (202 ) (377 ) (202 ) Profit before interest income and income tax expense 26,250 6,305 34,095 28,955 Interest expense 2,771 1,988 8,598 6,635 Income tax expense - current 3,497 4,623 11,963 15,442 Income tax expense (recovery) - deferred (666 ) 262 (7,023 ) (4,302 ) NET PROFIT (LOSS) $ 20,648 $ (568 ) $ 20,557 $ 11,180 Net profit (loss) per share : Basic $ 1.82 $ (0.05 ) $ 1.78 $ 0.95 Diluted $ 1.80 $ (0.05 ) $ 1.76 $ 0.93 CALIAN GROUP LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months and years ended September 30, 2025 and 2024 (Canadian dollars in thousands) Three months ended Year ended September 30, September 30, 2025 2024 2025 2024 CASH FLOWS GENERATED FROM (USED IN) OPERATING ACTIVITIES Net profit (loss) $ 20,648 $ (568 ) $ 20,557 $ 11,180 Items not affecting cash: Interest expense 2,172 1,410 6,486 4,826 Changes in fair value related to contingent earn-out (16,718 ) 2,495 (16,377 ) 8,767 Lease obligations interest expense 599 578 2,112 1,809 Income tax expense 2,831 4,885 4,940 11,140 Employee share purchase plan expense 103 122 536 549 Share based compensation expense 1,015 562 3,976 3,824 Depreciation and amortization 12,047 11,914 46,696 41,829 Deemed compensation 278 1,797 4,645 4,322 Other changes in fair value (377 ) (202 ) (377 ) (202 ) 22,598 22,993 73,194 88,044 Change in non-cash working capital Accounts receivable (11,750 ) (9,631 ) (7,399 ) 17,625 Work in process (4,553 ) (1,123 ) (4,591 ) (2,509 ) Prepaid expenses and other 447 3,007 3,955 337 Inventory (2,250 ) 1,002 (4,018 ) 2,795 Accounts payable and accrued liabilities 3,116 9,133 8,706 (1,064 ) Unearned contract revenue 4,499 (1,687 ) (1,876 ) (6 ) 12,107 23,694 67,971 105,222 Interest paid (2,771 ) (1,988 ) (8,598 ) (6,635 ) Income tax paid (2,928 ) (2,289 ) (13,939 ) (11,366 ) 6,408 19,417 45,434 87,221 CASH FLOWS GENERATED FROM (USED IN) FINANCING ACTIVITIES Issuance of common shares net of costs 417 618 2,452 2,786 Dividends (3,202 ) (3,397 ) (12,969 ) (13,351 ) Net draw on debt facility (10,250 ) (4,250 ) 41,000 52,000 Payment of lease obligations (1,684 ) (1,318 ) (6,409 ) (5,289 ) Repurchase of common shares (313 ) (2,819 ) (25,508 ) (5,648 ) (15,032 ) (11,166 ) (1,434 ) 30,498 CASH FLOWS USED IN INVESTING ACTIVITIES Business acquisitions — — (39,089 ) (87,862 ) Property, plant and equipment (3,288 ) (2,462 ) (10,598 ) (11,803 ) (3,288 ) (2,462 ) (49,687 ) (99,665 ) NET CASH INFLOW (OUTFLOW) $ (11,912 ) $ 5,789 $ (5,687 ) $ 18,054 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 58,013 45,999 51,788 33,734 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 46,101 $ 51,788 $ 46,101 $ 51,788 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 Year ended September 30, September 30, 2025 2024 1 2025 2024 1 Net profit (loss) $ 20,648 $ (568 ) $ 20,557 $ 11,180 Share-based compensation 1,117 684 4,511 4,372 Restructuring expense 1,160 368 3,638 1,864 Depreciation and amortization 12,047 11,914 46,696 41,829 Mergers and acquisition costs (15,938 ) 4,709 (10,143 ) 15,338 Interest expense 2,771 1,988 8,598 6,635 Income tax 2,831 4,885 4,940 11,140 Adjusted EBITDA $ 24,259 $ 23,778 $ 78,420 $ 92,156 Adjusted EBITDA per share - Basic 2.14 2.01 6.77 7.79 Adjusted EBITDA per share - Diluted $ 2.12 $ 1.98 $ 6.73 $ 7.68 Adjusted Net Profit and Adjusted EPS Three months ended Year ended September 30, September 30, 2025 2024 1 2025 2024 1 Net profit (loss) $ 20,648 $ (568 ) $ 20,557 $ 11,180 Share-based compensation 1,117 684 4,511 4,372 Restructuring expense 1,160 368 3,638 1,864 Mergers and acquisition costs (15,938 ) 4,709 (10,143 ) 15,338 Other changes in fair value (377 ) (202 ) (377 ) (202 ) Amortization of intangibles 7,087 7,577 28,615 25,738 13,697 12,568 46,801 58,290 Income taxes related to above items (2,213 ) (2,092 ) (8,541 ) (7,790 ) Adjusted net profit 11,484 10,476 38,260 50,500 Weighted average number of common shares basic 11,346,966 11,835,037 11,580,476 11,837,520 Adjusted EPS Basic 1.01 0.89 3.30 4.27 Adjusted EPS Diluted $ 1.00 $ 0.87 $ 3.28 $ 4.23 Operating Free Cash Flow Three months ended Year ended September 30, September 30, 2025 2024 1 2025 2024 1 Cash flows generated from operating activities (free cash flow) $ 6,408 $ 19,417 $ 45,434 $ 87,221 Adjustments: M&A costs included in operating activities 502 417 1,589 2,249 Change in non-cash working capital 10,491 (701 ) 5,223 (17,178 ) Operating free cash flow $ 17,401 $ 19,133 $ 52,246 $ 72,292 Operating free cash flow per share - basic 1.53 1.62 4.51 6.10 Operating free cash flow per share - diluted 1.52 1.59 4.48 6.02 Operating free cash flow conversion 72 % 80 % 67 % 78 % Net Debt to Adjusted EBITDA September 30, September 30, 2025 2024 1 Cash $ 46,101 $ 51,788 Debt facility 130,750 89,750 Net debt (net cash) 84,649 37,962 Trailing twelve month adjusted EBITDA 78,420 92,156 Net debt to adjusted EBITDA 1.1 0.4 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. 1 Certain comparative figures have been reclassified to align with the current year's presentation. For more information, please see the selected quarterly financial information section of the management discussion and analysis.