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Calian Reports Record Results for the Fourth Quarter and FY24

(All amounts in release are in Canadian dollars)

OTTAWA, Ontario, Nov. 26, 2024 (GLOBE NEWSWIRE) — Calian® Group Ltd. (TSX:CGY), a diverse products and services company providing innovative healthcare, communications, learning and cybersecurity solutions, today released its results for the fourth quarter and FY24 ended September 30, 2024.

Highlights of Q4-24:

  • Revenue up 3% to $181 million
  • Gross margin at 35.3%, up from 31.7% last year
  • Adjusted EBITDA1 of $23 million (margin of 12.5%) an increase of 11% from the prior year
  • Announced collaborations with Microsoft and Walmart Canada

Highlights of record performance in FY24:

  • Revenue up 13% to $747 million
  • Gross margin at 34.0%, up from 31.0% last year
  • Adjusted EBITDA1 at $86 million, up 30% from last year
  • Operating free cash flow1 of $58 million, up from $45 million last year
  • Net debt to adjusted EBITDA1 ratio of 0.4x
  • Repurchased 115,248 shares in consideration of $6 million
             
Financial Highlights Three months ended Year ended
(in millions of $, except per share & margins) September 30, September 30,
  2024 2023 % 2024 2023 %
Revenue 181.2   175.9   3 % 746.6   658.6   13 %
Adjusted EBITDA1 22.7   20.4   11 % 85.5   66.0   30 %
Adjusted EBITDA %1 12.5 % 11.6 % 90bps 11.5 % 10.0 % 150bps
Adjusted Net Profit1 11.5   12.7   (10) % 51.7   40.5   28 %
Adjusted EPS Diluted1 0.96   1.07   (11) % 4.33   3.45   26 %
Operating Free Cash Flow1 16.3   10.7   52 % 58.2   44.8   30 %
             
             

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.

Access the full report on the Calian Financials web page.
Register for the video webcast on Tuesday, November 26, 2024, 8:30 a.m. Eastern Time.

“We capped off FY24 with a record quarter,” said Kevin Ford, Calian CEO. “Revenues, gross margin and adjusted EBITDA all hit historical highs for the fourth quarter and the full year. During the year, we completed three strategic acquisitions, signed and acquired contracts valued at $785 million and expanded our product and service offering in new markets. We finished the year with revenues and adjusted EBITDA up 13% and 30%, respectively, on track with our three-year strategic plan of doubling our Adjusted EBITDA1 by the end of FY26. With tailwinds in our growth markets, a solid balance sheet and a strong pipeline of acquisitions, we are on track to achieve another record year in FY25,” stated Mr. Ford.

FY24 Results

Revenues increased 13%, from $659 million to $747 million. This represents the highest revenue for the Company on record and the 7th consecutive year of double-digit growth. Acquisitive growth was 11% and was generated by the acquisitions of Hawaii Pacific Teleport (“HPT”), Decisive Group, the nuclear assets from MDA Ltd and Mabway. Organic growth was 2% and was driven by double-digit growth in the Health segment.

Gross margin reached 34.0% and represents the highest annual gross margin for the Company on record. Adjusted EBITDA1 reached $86 million, up 30% from $66 million last year, driven by the higher margin contribution from acquisitions and increased product revenue. Adjusted EBITDA1 margin reached 11.5%, up from 10.0% last year, as a result of a favorable revenue mix and increased volume.

Net profit reached $11 million, or $0.93 per diluted share, down from $19 million, or $1.61 per diluted share last year. This decrease in profitability is primarily due to increased amortization and interest expenses related to acquisitions, partially offset by higher adjusted EBITDA1. Adjusted net profit1 reached $52 million, or $4.33 per diluted share, up from $40 million, or $3.45 per diluted share last year.

Liquidity and Capital Resources

“In FY24 we generated $58 million in operating free cash flow1, representing a 68% conversion rate from adjusted EBITDA1,” said Patrick Houston, Calian CFO. “We used our cash and a portion of our credit facility to invest in our business with the acquisitions of Decisive Group, the nuclear assets from MDA and Mabway, coupled with earn-outs for $88 million and capital expenditures of $12 million. We also provided a return to shareholders in the form of dividends of $13 million and share buybacks of $6 million. We ended the year with a net debt to adjusted EBITDA1 ratio of 0.4x, well-positioned to pursue our growth objectives,” concluded Mr. Houston.

Normal Course Issuer Bid

On August 28, 2024, the TSX accepted Calian’s Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”) to purchase for cancellation up to 995,904 common shares during the 12-month period commencing September 1, 2024 and ending August 31, 2025, representing approximately 10% of the public float of its common shares as at August 16, 2024.

On August 30, 2023, the TSX accepted Calian’s Notice of Intention to Make a NCIB to purchase for cancellation up to 1,044,012 common shares during the 12-month period commencing September 1, 2023 and ending August 31, 2024, representing approximately 10% of the public float of its common shares as at August 22, 2023.

In the three-month period ended September 30, 2024, the Company repurchased 61,422 shares for cancellation in consideration of $3 million. For the twelve-month period ended September 30, 2024, the Company repurchased 115,248 shares for cancellation in consideration of $6 million.

Announced Collaborations with Microsoft and Walmart Canada

On October 1, 2024, Calian announced it agreed to collaborate with Walmart Canada to expand the retailer’s specialty pharmacy capabilities through licensing Calian’s custom-built digital health platform NexiTM.

On September 27, 2024, Calian announced a collaboration with Microsoft to offer scalable cloud-native cybersecurity solutions through the adoption of Microsoft Sentinel.

Quarterly Dividend

On November 25, 2024, Calian declared a quarterly dividend of $0.28 per share. The dividend is payable December 23, 2024, to shareholders of record as of December 9, 2024. Dividends paid by the Company are considered “eligible dividend” for tax purposes.

Guidance

Aligning with industry practice, the Company has decided to change its definition of adjusted EBITDA1 starting in FY25. The table below reconciles the previously reported definition of adjusted EBITDA1 for fiscal years 2023 and 2024 to the new definition of adjusted EBITDA1 that will be used going forward. The new definition of adjusted EBITDA1 adds back stock based compensation expense as well as one-time integration/M&A costs.

(in thousands of $) FY2024   FY2023  
Adj. EBITDA (previously reported) 85,535   66,548  
Stock based compensation expense 4,373   3,870  
Integration/M&A costs 2,251   545  
Adj. EBITDA (going forward) 92,159   70,963  
         

The table below presents the FY25 guidance based on the new definition of adjusted EBITDA.

  Guidance for the year ended September 30, 2025 FY24 Results YOY Growth at
Midpoint
(in thousands of $) Low Midpoint High
Revenue 800,000 840,000 880,000 746,611 12 %
Adj. EBITDA1 96,000 101,000 106,000 92,159 10 %
           

This guidance includes the full-year contribution from the Decisive Group acquisition, closed on December 1, 2023, the nuclear asset acquisition from MDA Ltd., closed on March 5, 2024 and the Mabway acquisition, closed on May 9, 2024. It does not include any other further acquisitions that may close within the fiscal year. The guidance reflects another record year for the Company and positions it well to achieve its long-term growth targets.

At the midpoint of the range, this guidance reflects revenue and adjusted EBITDA1 growth of 12% and 10%, respectively, and an adjusted EBITDA1 margin of 12.0%. It would represent the 8th consecutive year of double-digit revenue growth and record revenue and adjusted EBITDA1 levels.

Calian Adopts an Advance Notice By-law and Amends and Restates its Operating By-law

Calian Group Ltd. (“Calian” or the “Company”) announces the adoption by its board of directors (the “Board”) of an advance notice by-law (the “Advance Notice By-law”) and an amended and restated operating by-law (the “Operating By-law”).

The Advance Notice By-law establishes procedures for shareholders giving advance notice to the Company of nominations for directors at any meeting of shareholders where directors are being elected in order to facilitate an orderly and efficient meeting process and allow all shareholders a reasonable opportunity to evaluate all proposed nominees and make an informed voting decision. The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian companies.

Under the Advance Notice By-law, shareholders seeking to nominate a candidate for a Board seat are generally required to provide notice to the Company in the event of:

  1. an annual meeting of the shareholders, not less than 30 days before the date of the meeting, or 40 days before if the Company uses notice-and-access provisions under National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer for delivery of proxy related materials; or
  2. a special meeting where directors are being elected, not later than the close of business on the 15th day after the announcement of the meeting.

As the Operating By-law was initially adopted in 2002, it has been amended and restated to align with current laws and governance practices. The amendments include, among other things, to allow the Chief Executive Officer to delegate signing authority, to remove deviations from the Canada Business Corporations Act with respect to conflicts of interest and the inspection of corporate records, to remove the discretion for the board to revise the quorum for a meeting of the directors, to allow the board to appoint from among its members its chair, to reflect the current committees, to remove reference to specific officer duties and powers and to clarify the term of office, to allow for dividends to be paid electronically, to allow the board to call for a shareholder meeting by entirely electronic means only if there is a compelling reason to not hold the meeting in person, to allow the board discretion to accept proxies after the deadline, and to increase the quorum for a meeting of the shareholders to two persons present and holding or representing by proxy at least 25% of the votes attached to all shares entitled to vote at the meeting. 

In accordance with the Canada Business Corporations Act, both the Operating By-law and the Advance Notice By-law are currently in effect and the Company will submit them to the shareholders at the next annual meeting. Provided the shareholders confirm the Operating By-law and the Advance Notice By-law at the meeting, each will continue in effect in the form it was confirmed.

The foregoing descriptions are only summaries and copies of the Operating By-law and Advance Notice By-law have been filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

About Calian

www.calian.com

We keep the world moving forward. Calian® helps people communicate, innovate, learn and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, respect and teamwork to engineer reliable solutions that solve complex challenges. That’s Confidence. Engineered. A stable and growing 40-year company, we are headquartered in Ottawa with offices and projects spanning North American, European and international markets. Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions.

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.
AUDITED ANNUAL CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at September 30, 2024 and 2023
(Canadian dollars in thousands, except per share data)
               
  September 30,   September 30,
  2024   2023
ASSETS              
CURRENT ASSETS              
Cash and cash equivalents $ 51,788     $ 33,734  
Accounts receivable   157,376       173,052  
Work in process   20,437       16,580  
Inventory   23,199       21,983  
Prepaid expenses   23,978       19,040  
Derivative assets   32       155  
Total current assets   276,810       264,544  
NON-CURRENT ASSETS              
Property, plant and equipment   40,962       37,223  
Right of use assets   36,383       34,637  
Prepaid expenses   7,820       10,386  
Deferred tax asset   3,425       967  
Investments   3,875       3,673  
Acquired intangible assets   128,253       75,160  
Goodwill   210,392       159,133  
Total non-current assets   431,110       321,179  
TOTAL ASSETS $ 707,920     $ 585,723  
LIABILITIES AND SHAREHOLDERS’ EQUITY              
CURRENT LIABILITIES              
Debt facility $     $ 37,750  
Accounts payable and accrued liabilities   124,884       105,550  
Provisions   3,075       2,848  
Unearned contract revenue   41,723       32,423  
Lease obligations   5,645       4,949  
Contingent earn-out   39,136       11,263  
Derivative liabilities   92       353  
Total current liabilities   214,555       195,136  
NON-CURRENT LIABILITIES              
Debt facility   89,750        
Lease obligations   33,798       32,057  
Unearned contract revenue   14,503       15,592  
Contingent earn-out   2,697       2,535  
Deferred tax liabilities   25,862       12,031  
Total non-current liabilities   166,610       62,215  
TOTAL LIABILITIES   381,165       257,351  
               
SHAREHOLDERS’ EQUITY              
Issued capital   225,747       225,540  
Contributed surplus   6,019       4,856  
Retained earnings   91,268       96,859  
Accumulated other comprehensive income (loss)   3,721       1,117  
TOTAL SHAREHOLDERS’ EQUITY   326,755       328,372  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 707,920     $ 585,723  
Number of common shares issued and outstanding   11,802,364       11,812,650  
CALIAN GROUP LTD.
AUDITED ANNUAL CONDENSED CONSOLIDATED STATEMENTS OF NET PROFIT
For the three and twelve month periods ended September 30, 2024 and 2023
(Canadian dollars in thousands, except per share data)
               
  Three months ended   Year ended
  September 30,   September 30,
  2024   2023   2024   2023
Revenue $ 181,166     $ 175,948     $ 746,611     $ 658,583  
Cost of revenues   117,242       120,152       492,597       454,371  
Gross profit   63,924       55,796       254,014       204,212  
               
Selling and marketing   13,466       10,545       55,115       45,410  
General and administration   24,734       22,034       101,397       81,363  
Research and development   3,047       2,836       11,967       11,452  
Profit before under noted items   22,677       20,381       85,535       65,987  
               
Depreciation of property, plant and equipment   2,750       2,133       10,048       9,043  
Depreciation of right of use assets   1,587       1,352       6,043       4,501  
Amortization of acquired intangible assets   7,577       4,460       25,738       14,874  
Restructuring expense   368       2,618       1,864       2,618  
Other changes in fair value   (202 )     (314 )     (202 )     (314 )
Deemed compensation   1,797       403       4,322       550  
Changes in fair value related to contingent earn-out   2,495       416       8,767       3,858  
Profit before interest income and income tax expense   6,305       9,313       28,955       30,857  
               
Interest expense   1,988       793       6,635       896  
Income tax expense – current   4,623       3,776       15,442       12,919  
Income tax expense (recovery) – deferred   262       (375 )     (4,302 )     (1,843 )
NET PROFIT $ (568 )   $ 5,119     $ 11,180     $ 18,885  
               
Net profit per share:              
Basic $ (0.05 )   $ 0.43     $ 0.95     $ 1.61  
Diluted $ (0.05 )   $ 0.43     $ 0.93     $ 1.61  
CALIAN GROUP LTD.
AUDITED ANNUAL CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and twelve month periods ended ended September 30, 2024 and 2023
 (Canadian dollars in thousands)
                       
  Three months ended   Year ended
  September 30,   September 30,
  2024   2023   2024   2023
CASH FLOWS GENERATED FROM (USED IN) OPERATING ACTIVITIES                      
Net profit $ (568 )   $ 5,119     $ 11,180     $ 18,885  
Items not affecting cash:                      
Interest expense   1,410       634       4,826       365  
Changes in fair value related to contingent earn-out   2,495       416       8,767       3,858  
Lease obligations interest expense   578       159       1,809       531  
Income tax expense   4,885       3,401       11,140       11,076  
Employee share purchase plan expense   122       130       549       597  
Share based compensation expense   562       1,618       3,824       3,273  
Depreciation and amortization   11,914       7,945       41,829       28,418  
Deemed compensation   1,797       403       4,322       550  
Other changes in fair value   (202 )     (314 )     (202 )     (314 )
    22,993       19,511       88,044       67,239  
Change in non-cash working capital                      
Accounts receivable   (9,631 )     (8,971 )     17,625       1,393  
Work in process   (1,123 )     6,166       (2,509 )     23,285  
Prepaid expenses and other   3,007       (3,849 )     337       (829 )
Inventory   1,002       1,873       2,795       (3,340 )
Accounts payable and accrued liabilities   9,133       9,476       (1,064 )     (17,947 )
Unearned contract revenue   (1,687 )     4,918       (6 )     928  
    23,694       29,124       105,222       70,729  
Interest paid   (1,988 )     (791 )     (6,635 )     (895 )
Income tax paid   (2,289 )     (5,629 )     (11,366 )     (13,059 )
    19,417       22,704       87,221       56,775  
CASH FLOWS GENERATED FROM (USED IN) FINANCING ACTIVITIES                      
Issuance of common shares net of costs   618       760       2,786       2,901  
Dividends   (3,397 )     (3,335 )     (13,351 )     (13,163 )
Draw on debt facility   (4,250 )     37,750       52,000       30,250  
Payment of lease obligations   (1,318 )     (1,261 )     (5,289 )     (4,382 )
Repurchase of common shares   (2,819 )     (1,670 )     (5,648 )     (1,670 )
    (11,166 )     32,244       30,498       13,936  
CASH FLOWS USED IN INVESTING ACTIVITIES                      
Investments                     (2,689 )
Business acquisitions         (59,834 )     (87,862 )     (68,494 )
Property, plant and equipment   (2,462 )     (2,368 )     (11,803 )     (8,440 )
    (2,462 )     (62,202 )     (99,665 )     (79,623 )
                       
NET CASH INFLOW (OUTFLOW) $ 5,789     $ (7,254 )   $ 18,054     $ (8,912 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   45,999       40,988       33,734       42,646  
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 51,788     $ 33,734     $ 51,788     $ 33,734  


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,
    2024   2023   2024   2023
Net profit   $ (568 )   $ 5,119     $ 11,180     $ 18,885  
Depreciation of equipment and application software     2,750       2,133       10,048       9,043  
Depreciation of right of use asset     1,587       1,352       6,043       4,501  
Amortization of acquired intangible assets     7,577       4,460       25,738       14,874  
Restructuring expense     368       2,618       1,864       2,618  
Other changes in fair value     (202 )     (314 )     (202 )     (314 )
Interest expense     1,988       793       6,635       896  
Changes in fair value related to contingent earn-out     2,495       416       8,767       3,858  
Deemed Compensation     1,797       403       4,322       550  
Income tax     4,885       3,401       11,140       11,076  
Adjusted EBITDA   $ 22,677     $ 20,381     $ 85,535     $ 65,987  


Adjusted Net Profit and Adjusted EPS

 
      Three months ended     Year ended
      September 30,     September 30,
    2024   2023   2024   2023
Net profit   $ (568 )   $ 5,119     $ 11,180     $ 18,885  
Restructuring expense     368       2,618       1,864       2,618  
Other changes in fair value     (202 )     (314 )     (202 )     (314 )
Changes in fair value related to contingent earn-out     2,495       416       8,767       3,858  
Deemed Compensation     1,797       403       4,322       550  
Amortization of intangibles     7,577       4,460       25,738       14,874  
Adjusted net profit     11,467       12,702       51,669       40,471  
Weighted average number of common shares basic     11,835,037       11,790,964       11,837,520       11,714,887  
Adjusted EPS Basic     0.97       1.08       4.36       3.45  
Adjusted EPS Diluted   $ 0.96     $ 1.07     $ 4.33     $ 3.45  


Operating Free Cash Flow

 
      Three months ended     Year ended
      September 30,     September 30,
    2024   2023   2024   2023
Cash flows generated from operating activities   $ 19,417     $ 22,704     $ 87,221     $ 56,775  
Property, plant and equipment     (2,462 )     (2,368 )     (11,803 )     (8,440 )
Free cash flow   $ 16,955     $ 20,336     $ 75,418     $ 48,335  
                         
Free cash flow   $ 16,955     $ 20,336     $ 75,418     $ 48,335  
Adjustments:                        
Change in non-cash working capital     (701 )     (9,613 )     (17,178 )     (3,490 )
Operating free cash flow   $ 16,254     $ 10,723     $ 58,240     $ 44,845  
Operating free cash flow per share – basic     1.37       0.91       4.92       3.83  
Operating free cash flow per share – diluted     1.35       0.91       4.86       3.81  
Operating free cash flow conversion     72 %     53 %     68 %     68 %


Net Debt to Adjusted EBITDA

 
    September 30,   September 30,
    2024   2023
Cash   $ 51,788     $ 33,734  
Debt facility     89,750       37,750  
Net debt (net cash)     37,962       4,016  
Trailing twelve month adjusted EBITDA     85,535       65,987  
Net debt to adjusted EBITDA     0.4       0.1  

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.


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