ADF GROUP INC. ANNOUNCES THE RESULTS OF THE THREE MONTH AND NINE MONTH PERIODS ENDED OCTOBER 31, 2025

ADF GROUP INC. ANNOUNCES THE RESULTS OF THE THREE MONTH AND NINE MONTH PERIODS ENDED OCTOBER 31, 2025

FINANCIAL HIGHLIGHTS
(All amounts are in Canadian dollars unless otherwise indicated.)

• Revenues of $71.4 million and $179.9 million, respectively, for the three (3) month and nine (9) month periods ended October 31, 2025.
• Gross margin, as a percentage of revenue ⁽¹⁾ of 27.6% and 23.8% recorded during the three (3) month and nine (9) month periods ended October 31, 2025.
• Cash flows from operations of $13.4 million for the nine (9) month period ended October 31, 2025.
• Net income of $10.3 million and $20.0 million recorded during the three (3) month and nine (9) month periods ended October 31, 2025, respectively.
• First consolidation of Groupe LAR Inc.'s results following the closing of the transaction on September 18, 2025, including revenues of $6.2 million for the three (3) month and nine (9) month periods ended October 31, 2025.
• Order Backlog ⁽¹⁾ of $497.1 million as at October 31, 2025, including $91.9 million from Groupe LAR Inc.

TERREBONNE, QC, Dec. 11, 2025 /CNW/ - ADF GROUP INC. ("ADF" or the "Corporation") (TSX: DRX), a North American leader in the fabrication of steel superstructures, recorded revenues of $71.4 million during the third quarter ended October 31, 2025, compared with $80.0 million for the same period a year ago. After the first nine (9) months of the current fiscal year, revenues totalled $179.9 million, compared with $262.2 million for the same period last year.

Gross margin, as a percentage of revenues ⁽¹⁾ went from 30.4% for the 3-month period ended October 31, 2024, to 27.6% for the same period ended October 31, 2025. Gross margin, as a percentage of revenue ⁽¹⁾ went from 31.7% during the 9-month period ended October 31, 2024, to 23.8% for the same period ended October 31, 2025.

These variations are mainly due to the impact of uncertainty related to U.S. tariffs. While fabrication volume increased during the third quarter ended October 31, 2025, explaining the increase in revenues and margins compared to previous quarters, the impact of these tariffs continues to be felt on the Corporation's cumulative results.

Adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) ⁽²⁾ for the 3-month and 9-month periods ended October 31, 2025, stood at $18.4 million and $32.5 million respectively. Both of which are net of the $1.4 million fees related to business combination.

For the quarter ended October 31, 2025, ADF recorded net income of $10.3 million ($0.36 per basic and diluted share) compared with net income of $16.4 million ($0.55 per share, basic and diluted) a year earlier. After 9 months, as at October 31, 2025, net income totaled $20.0 million ($0.70 per share, basic and diluted) compared with net income of $47.7 million ($1.53 per share, basic and diluted) for the same period a year ago.

The Corporation's order backlog ⁽¹⁾ stood at $497.1 million as at October 31, 2025, compared with $293.1 million as at January 31, 2025.

The order backlog as of October 31, 2025, includes the order backlog of Groupe LAR Inc.totaling $91.9 million, which was added pursuant to the closing of the acquisition on September 18, 2025, and does not include the option to extend the contract announced on July 23, 2025, by five (5) years. The projects currently in the order backlog will be carried out gradually by the end of the fiscal year ending January 31, 2027.

As at October 31, 2025, the Corporation had a working capital ⁽¹⁾ of $101.4 million, whereas the operating activities generated $13.4 million in cash during the nine (9) month period ended October 31, 2025.

Financial Highlights

Acquisition de Groupe LAR inc.

On September 18, 2025, the Corporation acquired the shares of Groupe LAR Inc., a Quebec-based company located in Métabetchouan in the Saguenay-Lac-Saint-Jean region of Quebec, which operates in the machining, welding and industrial mechanics sectors. Groupe LAR Inc. is a Canadian leader in the design, fabrication and installation of mechanically welded steel structures.

The consideration paid by ADF consists of a purchase price of $20.4 million, including a $1.4 million closing adjustment related to certain working capital adjustments, paid as follows: (i) a cash amount of $16.4 million, including the closing adjustment, and (ii) the issuance of 449,944 Subordinate Voting Shares of the Corporation, representing the equivalent of $4 million in Subordinate Voting Shares of the Corporation based on the average closing price of the Corporation's shares on the Toronto Stock Exchange during the five (5) trading days preceding August 29, 2025. ADF paid the consideration in cash from its available cash.

This acquisition has contributed $6.2 million to the Corporation's revenues and $0.2 million to net income for the period from the date of acquisition to the end of the quarter, that is, October 31, 2025.

Outlook

"Despite the continued uncertainty in the U.S. markets, ADF's results remain strong," said Jean Paschini, Chairman of the Board of Directors and Chief Executive Officer.

"We will continue our methodical and measured approach to development, including the integration of Groupe LAR Inc. into the ADF Group fold, while maintaining our tight management of operational risk, with the growth of the order backlog and cash generation remaining the pillars of our growth strategy," concluded Mr. Paschini.

Conference Call with Investors

A conference call with investors is for December 11, 2025, at 10 a.m. (Montreal time) to discuss the results of the three (3) months and nine (9) month periods ended October 31, 2025.

To join the conference call without operator assistance, you can register with your phone number on https://emportal.ink/4q3FBu3 to receive an instant automatic reminder.

You can also join the conference call with operator assistance by dialing 1-800-990-4777 a few minutes prior to the conference call scheduled start time.

A replay of the conference call will be available from 1:00 p.m, December 11, 2025, until December 18, 2025, by dialing 1-888-660-6345; followed by the access code 76272 #.

The conference call (audio) will also be available at www.adfgroup.com. Members of the media are invited to join in listening mode.

About ADF Group Inc. | ADF Group Inc. is a North American leader in the design and engineering of connections, fabrication, including the application of industrial coatings, and installation of complex steel structures, heavy steel built-ups, as well as in miscellaneous and architectural metals for the non-residential infrastructure sector. ADF Group Inc. is one of the few players in the industry capable of handling highly technically complex mega projects on fast-track schedules in the commercial, institutional, industrial and public sectors. The Corporation operates two fabrication plants and two paint shops, in Canada and in the United States, and a Construction Division in the United States, which specializes in the installation of steel structures and other related products.

About Groupe LAR Inc. | Established in 1942 and based in Métabetchouan in the Saguenay-Lac-Saint-Jean region, in Quebec, Groupe LAR Inc. operates in the machining, welding, and industrial mechanics sectors. Groupe LAR Inc. is a Canadian leader in the design, manufacture and installation of mechanically welded steel structures. Primarily focused on the rapidly expanding large-scale hydroelectricity market, Groupe LAR Inc. also offers customized overhead crane solutions for the heavy industry.

Forward-Looking Statements | This press release contains forward-looking statements that reflect ADF's objectives and expectations. These statements are identified by verbs such as "expects" as well as the use of future and conditional verb tenses. By their nature, these statements involve risks and uncertainties. As a result, actual facts may differ from ADF's expectations.

Non-IFRS Financial Measures and Other Financial Measures | Are measures derived primarily from the consolidated financial statements but are not a standardized financial measure under the financial reporting framework used to prepare the Corporation's financial statements. Therefore, readers should be careful not to confuse or substitute them with performance measures prepared in accordance with IFRS. In addition, readers should avoid comparing these non-IFRS financial measures to similarly titled measures provided or used by other issuers. The definition of these indicators and their reconciliation with comparable International Financial Reporting Standards measures issued by the International Accounting Standards Board ("IFRS Accounting Standards") is as follows:

Adjusted EBITDA 

Adjusted EBITDA shows the extent to which the Corporation generates profits from operations, without considering the following items:

• Net financial expenses;
• Income taxes expense;
• Fees related to business combination;
• Foreign exchange gains or losses, and
• Depreciation and amortization of property, plant and equipment, intangible assets, and right-of-use assets.

Net income is reconciled with adjusted EBITDA in the table below:

Gross Margin as a Percentage of Revenues

Gross margin as a percentage of revenue indicator is used by the Corporation to assess the level of profitability for a given period based on the project mix for that same period. This indicator is subject to fluctuations in project prices and also in the operational efficiency of the Corporation. The indicator of gross margin as a percentage of revenues results from dividing gross margin by revenues.

Order Backlog

The order backlog is a measure used by the Corporation to assess future revenue levels. The order backlog includes firm orders obtained by the Corporation, either through a firm contract or a formal notice to proceed confirmed by the client. The order backlog disclosed by the Corporation therefore includes the portion of confirmed contracts that have not been put into production.

Working Capital

The working capital indicator is used by the Corporation to assess whether current assets are sufficient to meet current liabilities. It is therefore equal to current assets, less current liabilities.

Website: www.adfgroup.com

SOURCE ADF Group Inc.