North American Construction Group Ltd.TSX: NOA

North American Construction Group Ltd. Announces Results for the Third Quarter Ended September 30, 2025

ACHESON, Alberta, Nov. 12, 2025 (GLOBE NEWSWIRE) -- North American Construction Group Ltd. (“NACG”) (TSX:NOA/NYSE:NOA) today announced results for the third quarter ended September 30, 2025. Unless otherwise indicated, financial figures are expressed in Canadian dollars, and comparisons are to the prior third quarter ended September 30, 2024.

Third Quarter 2025 Financial Highlights:

  • Combined revenue was $390.8 million and increased 6% (reported revenue of $317.2 million, increased 11%)

  • Combined gross profit was $57.1 million (15.7%) and decreased 23% (reported gross profit of $49.7 million (15.7%), decreased 25%)

  • Adjusted EPS was $0.67 and decreased 44% (basic earnings per share of $0.59, increased 9%)

  • Adjusted EBITDA was $99.0 million and decreased 12% (net income of $17.3 million, increased 19%)

  • Free cash flow was an inflow of cash of $45.7 million and increased $56.3 million

  • Net debt was $904.0 million and increased $7.1 million during the quarter

Third Quarter 2025 Operational Highlights:

Revenue and combined revenue for the third quarter increased, driven primarily by incremental contract wins and commissioned growth assets in the Heavy Equipment - Australia Segment.

  • Heavy Equipment - Australia revenue increased 26% to $188.5 million from $149.5 million, driven by a 20% expansion in fleet size, strong operational performance under favourable weather, and higher volumes from three major Australian contracts secured over the past year.

  • Heavy Equipment - Canada revenue decreased 5% to $125.7 million from $132.7 million, primarily due to reduced scopes at the Syncrude mines and lower overburden and reclamation activity in the oil sands.

  • Revenue generated by joint ventures and affiliates decreased 8% to $73.5 million from $80.3 million, largely related to decreased volumes generated from the Nuna Group of Companies.

  • Our portion of revenue generated by the civil-infrastructure Fargo project remained strong this year, comparable to the prior year, as the project continued strong production momentum and progressed towards 80% complete.

Compared to 2025 Q2, 2025 Q3 results demonstrated solid sequential improvement with a 5% increase in combined revenue but was highlighted by significantly improved gross profit margins.

  • In Australia, strong operational execution, favourable weather, lower third-party maintenance and scale efficiencies gained from fleet expansion supported gross profit margin gains of 4.5%.

  • In Canada, gross margin improved by 4.8% as steady operations replaced the temporary shutdowns experienced in the prior quarter.

  • Overall combined gross margin improved 5.7%, from 8.9%1 to 14.6%, reflecting operational consistency, improved cost control across the business and enhanced heavy equipment productivities.

1 Certain prior period costs within our Fargo joint venture have been reclassified from non-operating to operating to better align with NACG classifications. This reclassification changed combined gross profit and combined gross profit margin, but has no impact on revenue, income before taxes, or net income.

Gross profit for the current quarter came in lower than the prior year. Heavy Equipment - Australia experienced higher operating costs relating primarily to the mix of contract and mine site work, offset by cost savings on parts spend relating to favourable dry weather conditions. Heavy Equipment - Canada margins were impacted by demobilization costs and investment in equipment maintenance.

Adjusted EPS of $0.67 compared to $1.19 in the prior year Q3 reflects our earnings and the impact of a higher average share count of 29.2 million (up from 26.8 million in 2024 Q3), driven by the issuance of 3.0 million shares from convertible debentures in February 2025, partially offset by share repurchases. Interest expense of $18.5 million, including contingent liability accretion, reduced EPS by approximately $0.50.

The Q3 adjusted EBITDA was lower year-over-year due to the same factors that impacted gross profit; however, we experienced a 3.7% improvement to our EBITDA margin compared to 2025 Q2, primarily due to consistent operation in the oil sands region, increased productive maintenance headcount in Australia, and steady operations within the Fargo joint ventures.

Free cash flow for the quarter was $45.7 million and was primarily based on adjusted EBITDA of $99.0 million offset by sustaining capital additions ($47.0 million) and cash interest expense ($14.5 million).

Our net debt increased $7.1 million in the quarter as free cash flow was more than offset by growth capital of $23.3 million, share purchases of $13.8 million and the unrealized impact of the higher foreign exchange rate on Australian-denominated debt (impact of approximately $10 million).

Joe Lambert, President and CEO stated "With our encouraging third quarter in the books, we are locked and loaded looking to deliver on our second half commitments and finishing the year strong. I appreciate your continued support and look forward to sharing our 2026 outlook with you in December."

Declaration of Quarterly Dividend

On November 10, 2025, the NACG Board of Directors declared a regular quarterly dividend (the “Dividend”) of twelve Canadian cents ($0.12) per common share, payable to common shareholders of record at the close of business on November 26, 2025. The Dividend will be paid on January 9, 2026, and is an eligible dividend for Canadian income tax purposes.

NACG’s outlook for 2025

The following table provides projected key measures for the remainder of 2025.

Actual results for the six months ended

Outlook for the six months ended

December 31, 2024

June 30, 2025

December 31, 2025

Current

Previous

Key measures

Combined revenue(i)

$740M

$762M

$700 - $750M

No Change

Adjusted EBITDA(i)

$202M

$180M

$190 - $210M

No Change

Adjusted EPS(i)

$2.15

$0.54

$1.40 - $1.60

No Change

Sustaining capital(i)

$69M

$158M

$60 - $70M

No Change

Free cash flow(i)

$68M

($42M)

$95 - $105M

No Change

Capital allocation

Growth spending(i)

$45M

$53M

Approx. $25M

No Change

Net debt leverage(i)

2.2x

2.2x

Targeting 2.2x

Targeting 2.1x

(i)See “Non-GAAP Financial Measures”.

Results for the three and nine months ended September 30, 2025

Consolidated Financial Highlights

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands, except per share amounts)

2025

2024

2025

2024

Revenue

$

317,248

$

286,857

$

978,715

$

860,197

Cost of sales(i)

218,033

177,041

690,554

555,515

Depreciation(i)

49,492

43,902

164,717

134,915

Gross profit(i)

$

49,723

$

65,914

$

123,444

$

169,767

Gross profit margin(i)(ii)

15.7

%

23.0

%

12.6

%

19.7

%

General and administrative expenses (excluding stock-based compensation)(ii)

13,026

9,291

35,814

32,609

Stock-based compensation (benefit) expense

(156

)

1,332

(2,600

)

3,081

Operating income(i)

35,747

54,621

89,118

132,496

Interest expense, net

15,265

15,003

42,904

44,939

Net income(i)

17,296

14,489

33,709

40,503

Comprehensive income(i)

28,449

15,604

44,781

42,256

Adjusted EBITDA(i)(ii)

99,039

112,876

278,928

301,246

Adjusted EBITDA margin(i)(ii)(iii)

25.3

%

30.7

%

24.2

%

28.9

%

Per share information

Basic net income per share

$

0.59

$

0.54

$

1.17

$

1.51

Diluted net income per share

$

0.56

$

0.48

$

1.11

$

1.36

Adjusted EPS(ii)

$

0.67

$

1.19

$

1.20

$

2.77

(i)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".
(ii)See "Non-GAAP Financial Measures".
(iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

Free cash flow

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2025

2024

2025

2024

Consolidated Statements of Cash Flows

Cash provided by operating activities(i)

$

91,824

$

55,278

$

207,916

$

140,668

Cash used in investing activities(i)

(65,862

)

(65,857

)

(231,466

)

(218,969

)

Effect of exchange rate on changes in cash

2,278

(73

)

2,118

(1,047

)

Add back of growth and non-cash items included in the above figures:

Growth capital additions(ii)

23,275

8,985

75,804

60,987

Capital additions financed by leases(ii)

(5,845

)

(8,985

)

(50,653

)

(30,054

)

Free cash flow(i)

$

45,670

$

(10,652

)

$

3,719

$

(48,415

)

(i)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".
(ii)See "Non-GAAP Financial Measures".

Net debt

(dollars in thousands)

September 30,
2025

June 30,
2025

December 31,
2024

Credit Facility(i)

$

264,519

$

257,536

$

395,844

Equipment financing(i)

334,057

314,414

253,639

Mortgage(i)

26,959

27,175

27,600

Senior-secured debt(ii)

625,535

599,125

677,083

Senior unsecured notes

225,000

225,000

—

Contingent obligations(i)

100,090

96,837

127,866

Convertible debentures(i)

55,000

55,000

129,106

Cash

(101,637

)

(79,025

)

(77,875

)

Net debt(ii)

$

903,988

$

896,937

$

856,180

(i)Includes current portion.
(ii)See "Non-GAAP Financial Measures".

Conference Call and Webcast

Management will hold a conference call and webcast to discuss our financial results for the quarter ended September 30, 2025, tomorrow, Thursday, November 13, 2025, at 7:00 am Mountain Time (9:00 am Eastern Time).

The call can be accessed by dialing:

Toll Free: 1-800-717-1738
Conference ID: 98296

A replay will be available through December 13, 2025, by dialing:

Toll Free: 1-888-660-6264
Conference ID: 98296
Playback Passcode: 98296

The 2025 Q3 earnings presentation for the webcast will be available for download on the company’s website at www.nacg.ca/presentations/

The live presentation and webcast can be accessed at:

https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=1232A1F2-254A-427C-99C4-C518946DF7BB

A replay will be available until December 13, 2025, using the link provided.

About the Company

North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Australia, Canada, and the U.S. For over 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

For further information contact:

Jason Veenstra, CPA, CA
Chief Financial Officer
North American Construction Group Ltd.
(780) 960-7171
IR@nacg.ca
www.nacg.ca

Basis of Presentation

We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States ("US GAAP"). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the quarter ended September 30, 2025, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated 2025 Q3 Results Presentation for more information on our results and projections which can be found on our website under Investors - Presentations.

Change in significant accounting policy - Classification of heavy equipment tires

Effective in the first quarter of 2025, we have changed our accounting policy for the classification of heavy equipment tires. These tires are now recognized as property, plant, and equipment on the Consolidated Balance Sheets and are amortized through depreciation on the Consolidated Statements of Operations and Comprehensive Income. Previously, all tires were classified as inventories and expensed through cost of sales when placed into service. This change in accounting policy provides a more accurate reflection of the role of tires as components of the heavy equipment in which they are utilized, aligning the accounting treatment with the economic substance of their use.

We have applied this change retrospectively in accordance with Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections, by restating the comparative period. For further details regarding the retrospective adjustments, refer to Note 16 in the consolidated financial statements for the period ended September 30, 2025.

Forward-Looking Information

The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions.

The material factors or assumptions used to develop the above forward-looking statements include, and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three and nine months ended September 30, 2025. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

Non-GAAP Financial Measures

This press release presents certain non-GAAP financial measures because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity. The non-GAAP financial measures we present include "adjusted EBIT", "adjusted EBITDA", "adjusted EBITDA margin", "adjusted EPS", "adjusted net earnings", "capital additions", "capital work in progress", "cash liquidity", "cash provided by operating activities prior to change in working capital", "cash related interest expense", "combined gross profit", "combined gross profit margin", "equity investment depreciation and amortization", "equity investment EBIT", "free cash flow", "general and administrative expenses (excluding stock-based compensation)", "gross profit margin", "growth capital", "margin", "net debt", "net debt leverage", "senior-secured debt", "sustaining capital", "total capital liquidity", and "total combined revenue". A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer's historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. These non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each non-GAAP financial measure used in this press release is defined and reconciled to its most directly comparable GAAP measure in the "Non-GAAP Financial Measures" section of our Management’s Discussion and Analysis filed concurrently with this press release.

Reconciliation of net income to adjusted net earnings, adjusted EBIT and adjusted EBITDA

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2025

2024

2025

2024

Net income(i)

$

17,296

$

14,489

$

33,709

$

40,503

Adjustments:

Stock-based compensation (benefit) expense

(156

)

1,332

(2,600

)

3,081

Loss (gain) on disposal of property, plant and equipment

740

348

(344

)

641

Unrealized foreign exchange loss

845

114

689

9

Change in FV of contingent obligations - estimate adjustments

(2,771

)

17,727

(21,573

)

26,585

Loss on derivative financial instruments

1,684

572

9,346

845

Equity investment loss on derivative financial instruments

855

1,836

2,766

2,806

Equity investment restructuring costs

—

—

—

4,517

Depreciation expense relating to early component failures

—

—

4,274

—

Post-acquisition asset relocation and integration costs

—

—

1,640

—

Write-down on assets held for sale

—

—

—

4,181

Tax effect of the above items

988

(4,489

)

6,761

(8,974

)

Adjusted net earnings(i)(ii)

19,481

31,929

34,668

74,194

Adjustments:

Tax effect of the above items

(988

)

4,489

(6,761

)

8,974

Income tax expense

6,229

6,996

16,244

16,809

Equity investment EBIT(ii)

5,690

4,365

3,943

7,152

Equity loss (earnings) in affiliates and joint ventures

(5,232

)

(4,428

)

(3,382

)

(9,545

)

Change in FV of contingent obligations - interest accretion

3,276

4,262

11,870

12,360

Interest expense, net

15,265

15,003

42,904

44,939

Adjusted EBIT(i)(ii)

43,721

62,616

99,486

154,883

Adjustments:

Depreciation(i)

49,492

43,902

164,717

134,915

Amortization of intangible assets

366

322

1,456

940

Depreciation expense relating to early component failures

—

—

(4,274

)

—

Write-down on assets held for sale

—

—

—

(4,181

)

Equity investment depreciation and amortization(ii)

5,460

6,036

17,543

14,689

Adjusted EBITDA(i)(ii)

$

99,039

$

112,876

$

278,928

$

301,246

Adjusted EBITDA margin(i)(ii)(iii)

25.3

%

30.7

%

24.2

%

28.9

%

(i)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".
(ii)See "Non-GAAP Financial Measures".
(iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2025

2024

2025

2024

Equity (loss) earnings in affiliates and joint ventures

$

5,232

$

4,428

$

3,382

$

9,545

Adjustments:

(Gain) loss on disposal of property, plant and equipment

(44

)

(183

)

113

(358

)

Income tax expense (benefit)

431

738

223

(698

)

Interest expense (income)

71

(618

)

225

(1,337

)

Equity investment EBIT(i)

$

5,690

$

4,365

$

3,943

$

7,152

(i)See "Non-GAAP Financial Measures".

Reconciliation of total reported revenue to total combined revenue

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2025

2024

2025

2024

Revenue from wholly-owned entities per financial statements

$

317,248

$

286,857

$

978,715

$

860,197

Share of revenue from investments in affiliates and joint ventures

134,946

144,574

392,686

382,789

Elimination of joint venture subcontract revenue

(61,417

)

(64,276

)

(218,832

)

(200,395

)

Total combined revenue(i)

$

390,777

$

367,155

$

1,152,569

$

1,042,591

(i)See "Non-GAAP Financial Measures".

Reconciliation of reported gross profit to combined gross profit

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2025

2024

2025

2024

Gross profit from wholly-owned entities per financial statements

$

49,723

$

65,914

$

123,444

$

169,767

Share of gross (loss) profit from investments in affiliates and joint ventures

7,423

7,860

10,783

18,624

Combined gross profit(i)(ii)(iii)

$

57,146

$

73,774

$

134,227

$

188,391

Combined gross profit margin(i)(ii)(iii)

14.6

%

20.1

%

11.6

%

18.1

%

(i)See "Non-GAAP Financial Measures".
(ii)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".
(iii) Certain prior period costs within the Fargo joint venture have been reclassified from non-operating to operating to better align with NACG classifications. This reclassification has no impact on revenue, income before taxes, or net income.

Reconciliation of basic net income per share to adjusted EPS

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2025

2024

2025

2024

Net income(i)

$

17,296

$

14,489

$

33,709

$

40,503

Interest from convertible debentures (after tax)

624

1,509

2,352

4,490

Diluted net income available to common shareholders(i)

$

17,920

$

15,998

$

36,061

$

44,993

Adjusted net earnings(i)(ii)

$

19,481

$

31,929

$

34,668

$

74,194

Weighted-average number of common shares

29,166,135

26,823,124

28,798,450

26,762,439

Weighted-average number of diluted common shares

32,283,751

33,087,074

32,588,696

33,087,074

Basic net income per share

$

0.59

$

0.54

$

1.17

$

1.51

Diluted net income per share

$

0.56

$

0.48

$

1.11

$

1.36

Adjusted EPS(ii)

$

0.67

$

1.19

$

1.20

$

2.77

(i)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".
(ii)
See "Non-GAAP Financial Measures".

Interim Consolidated Balance Sheets

(Expressed in thousands of Canadian Dollars)
(Unaudited)

September 30,
2025

December 31,
2024(i)

Assets

Current assets

Cash

$

101,637

$

77,875

Accounts receivable

175,933

166,070

Contract assets

12,168

4,135

Inventories

74,229

69,027

Prepaid expenses and deposits

8,674

7,676

Assets held for sale

112

683

372,753

325,466

Property, plant and equipment, net of accumulated depreciation of $576,366 (December 31, 2024 – $500,303)

1,386,512

1,251,874

Operating lease right-of-use assets

11,051

12,722

Investments in affiliates and joint ventures

85,365

84,692

Intangible assets

10,657

9,901

Other assets

5,509

9,845

Total assets

$

1,871,847

$

1,694,500

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

$

122,699

$

110,750

Accrued liabilities

77,434

78,010

Contract liabilities

22,878

1,944

Current portion of long-term debt

152,439

84,194

Current portion of contingent obligations

31,424

39,290

Current portion of operating lease liabilities

1,576

1,771

408,450

315,959

Long-term debt

746,894

719,399

Contingent obligations

68,666

88,576

Operating lease liabilities

9,923

11,441

Other long-term obligations

27,759

44,711

Deferred tax liabilities

139,067

125,378

1,400,759

1,305,464

Shareholders' equity

Common shares (authorized – unlimited number of voting common shares; issued and outstanding – September 30, 2025 - 29,449,960 (December 31, 2024 – 27,704,450))

288,524

228,961

Treasury shares (September 30, 2025 - 873,970 (December 31, 2024 - 1,000,328))

(14,743

)

(15,913

)

Additional paid-in capital

7,727

20,819

Retained earnings

179,610

156,271

Accumulated other comprehensive income (loss)

9,970

(1,102

)

Shareholders' equity

471,088

389,036

Total liabilities and shareholders’ equity

$

1,871,847

$

1,694,500

(i)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".

Interim Consolidated Statements of Operations and
Comprehensive Income

(Expressed in thousands of Canadian Dollars, except per share amounts)
(Unaudited)

Three months ended

Nine months ended

September 30,

September 30,

2025

2024(i)

2025

2024(i)

Revenue

$

317,248

$

286,857

$

978,715

$

860,197

Cost of sales

218,033

177,041

690,554

555,515

Depreciation

49,492

43,902

164,717

134,915

Gross profit

49,723

65,914

123,444

169,767

General and administrative expenses

12,870

10,623

33,214

35,690

Amortization of intangible assets

366

322

1,456

940

Loss (gain) on disposal of property, plant and equipment

740

348

(344

)

641

Operating income

35,747

54,621

89,118

132,496

Interest expense, net

15,265

15,003

42,904

44,939

Equity earnings in affiliates and joint ventures

(5,232

)

(4,428

)

(3,382

)

(9,545

)

Loss on derivative financial instruments

1,684

572

9,346

845

Change in fair value of contingent obligations

505

21,989

(9,703

)

38,945

Income before income taxes

23,525

21,485

49,953

57,312

Current income tax expense

206

2,466

2,781

5,487

Deferred income tax expense

6,023

4,530

13,463

11,322

Net income

$

17,296

$

14,489

$

33,709

$

40,503

Other comprehensive income

Unrealized foreign currency translation gain

(11,153

)

(1,115

)

(11,072

)

(1,753

)

Comprehensive income

$

28,449

$

15,604

$

44,781

$

42,256

Per share information

Basic net income per share

$

0.59

$

0.54

$

1.17

$

1.51

Diluted net income per share

$

0.56

$

0.48

$

1.11

$

1.36

(i)The prior year amounts are adjusted to reflect a change in policy. See "Change in significant accounting policy".