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“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 7^th 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 Nexi^TM.

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 Sept 30, 2025
(in thousands of Canadian $)
	Low	Midpoint	High	FY24 Results	YOY Growth at Midpoint
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 8^th 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.