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iA Financial Group Reports Second Quarter Results and a 10% Increase in Its Common Dividend
- Very strong profitability driven by experience gains and a high level of sales This news release presents financial information in accordance with IFRS ® Accounting Standards (referred to as 'IFRS' in this document) and certain non-IFRS and additional financial measures used by the Company when evaluating its results and measuring its performance. For relevant information about non-IFRS financial measures and other specified financial measures used in this document, see the 'Non-IFRS and Additional Financial Measures' section in this document and in the Management's Discussion and Analysis for the period ended June 30, 2025, which is hereby incorporated by reference and is available for review at or on iA Financial Group's website at The results presented below are for iA Financial Corporation Inc. ('iA Financial Group' or the 'Company'). SECOND QUARTER HIGHLIGHTS Core EPS †† of $3.49 (+27% YoY), and trailing-12-month core ROE †† of 17.0%, in line with the 2027 core ROE target of 17%+ EPS of $3.43 (+62% YoY) and trailing-12-month ROE 1 of 14.7% Strong sales 2 momentum in Canada and the U.S. with total AUM 2 and AUA 2 of $274 billion 3 at June 30, 2025 (+16% in the last 12 months) Organic capital generation 2 of $200 million, on track to reach the 2025 target of $650+ million, 4 supporting robust capital position Book value per common share 5 reaching $76.02 at June 30, 2025, up 2% over 3 months and 9% over 12 months Quarterly dividend to common shareholders increased by 10% to $0.9900, payable during the third quarter Announcement on July 28, 2025 of iA's intent to acquire RF Capital Group Inc. to drive scalable growth in wealth distribution QUEBEC CITY--(BUSINESS WIRE)--For the second quarter ended June 30, 2025, iA Financial Group (TSX: IAG) recorded core diluted earnings per common share (EPS) †† of $3.49, which is 27% higher than the same period in 2024 and well above the medium-term annual average growth target of 10%+. 4 Core return on common shareholders' equity (ROE) †† for the trailing 12 months was 17.0%, in line with the 2027 target of 17%+. 4 Second quarter net income attributed to common shareholders was $321 million, diluted EPS was $3.43 and ROE for the trailing 12 months was 14.7%. The solvency ratio 6 was 138% 3 at June 30, 2025, highlighting a strong capital position. 'We are proud of our very strong second-quarter results, which reflect the effectiveness of our diversified business model and the disciplined execution of our growth strategy across all of our operating segments,' commented Denis Ricard, President and CEO of iA Financial Group. 'We remain focused on strategic capital deployment, including our intention to acquire RF Capital Group, an active share buyback program, and a 10% increase in our common share dividend, all aligned with our commitment to delivering long-term value to our shareholders.' 'Our financial results reflect strong profitability, driven by significant experience gains across several business units, leading to a year-over-year increase of 27% in core EPS †† and a core ROE †† of 17.0%, which is already in line with our 2027 target,' added Éric Jobin, Executive Vice-President, CFO, and Chief Actuary. 'The strong earnings we delivered this quarter translated into record quarterly organic capital generation of $200 million, further strengthening our capital position and giving us the flexibility to pursue strategic growth opportunities.' Other Financial Highlights June 30, 2025 March 31, 2024 December 31, 2024 June 30, 2024 Return on common shareholders' equity (trailing 12 months) 14.7 % 13.0 % 13.9 % 11.1 % Core return on common shareholders' equity †† (trailing 12 months) 17.0 % 16.1 % 15.9 % 15.0 % Solvency ratio 138% 132% 139% 141 % Book value per common share $76.02 $74.62 $73.44 $69.92 Assets under management and assets under administration (in billions) 7 $273.8 $264.0 $261.3 $236.9 Please refer to page 2 for footnotes. Expand Footnotes for page 1: 1 Consolidated net income attributed to common shareholders divided by the average common shareholders' equity for the period. 2 Sales, assets under management (AUM), assets under administration (AUA), capital available for deployment and organic capital generation represent supplementary financial measures. Refer to the 'Non-IFRS and Additional Financial Measures' section in this document and in the Q2/2025 Management's Discussion and Analysis for more information. 3 As at June 30, 2025, on a pro forma basis taking account the impact of the proposed RF Capital acquisition on July 28, 2025, total AUA and AUM are estimated at more than $314 billion, the solvency ratio is estimated at 132% and capital available for deployment is estimated at $0.9 billion. See the 'Non-IFRS and Additional Financial Measures' and 'Forward-Looking Statements' sections of this news release. 4 See the 'Financial Targets' and 'Forward-Looking Statements' sections of this news release. 5 Book value per common share is calculated by dividing the common shareholders' equity, which represents the total equity less other equity instruments, by the number of common shares outstanding at the end of the period. 6 The solvency ratio is calculated in accordance with the Capital Adequacy Requirements Guideline – Life and Health Insurance (CARLI) mandated by the Autorité des marchés financiers du Québec (AMF). This financial measure is exempt from certain requirements of Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure according to AMF Blanket Order No. 2021-PDG-0065. 7 In Q2/2025, the 2024 assets under administration figures were adjusted to reflect refinements in consolidation adjustments between the Company and one of its subsidiaries. Expand Unless otherwise indicated, the results presented in this document are in Canadian dollars and are compared with those from the corresponding period last year. ANALYSIS OF EARNINGS BY BUSINESS SEGMENT The following table sets out the core earnings † and net income attributed to common shareholders by business segment. An analysis of the performance by business segment and a reconciliation between the net income attributed to common shareholders and core earnings † for each business segment is provided in the following pages. Net income attributed to common shareholders for the Insurance, Canada segment was $130 million, which is higher than $97 million for the same period in 2024. Net income attributed to common shareholders is composed of core earnings † as well as core earnings adjustments. Core earnings adjustments to net income totalled $3 million. These include acquisition-related items ($5 million), impact of non-core pension expenses ($3 million) and a reallocation for reporting consistency, which sums to zero on a consolidated basis ($1 million). These items were partly offset by a gain resulting from assumption changes and management actions ($6 million). Core earnings † for this business segment were $133 million, higher than $106 million for the same period in 2024. This 25% increase in core earnings † over the same period in 2024 is the net result of several items. Expected insurance earnings 8 were 8% higher, mainly reflecting an increase in expected earnings on Premium Allocation Approach (PAA) 8 business from iA Auto and Home and an increase in the combined risk adjustment (RA) release 8 and CSM recognized for services provided. 8 Additionally, core insurance experience gains 8 of $31 million were recorded during the quarter, mainly due to favourable morbidity experience in Employee Plans, favourable mortality experience in Individual Insurance and lower claims at iA Auto and Home. Core non-insurance activities 8 were also higher than the same period a year earlier, mainly driven by good earnings growth from Dealer Services. In addition, lower core other expenses 8 were recorded for the quarter. Lastly, these favourable items were partially offset by the impact of new insurance business 8 from Employee Plans due to higher confirmed sales compared to a year ago. Wealth Management Net income attributed to common shareholders for the Wealth Management segment was $105 million, which is higher than $91 million for the same period in 2024. Net income attributed to common shareholders is composed of core earnings † as well as core earnings adjustments. Core earnings adjustments to net income totalled $8 million from acquisition-related items ($7 million) and the impact of non-core pension expenses ($1 million). Core earnings † for this business segment were $113 million for the second quarter compared with $98 million a year ago. The 15% increase in core earnings † over the same period in 2024 is mainly the result of an increase in the combined RA release and CSM recognized for service provided due to strong net segregated fund sales and the impact of favourable financial market performance over the last 12 months. Also, core non-insurance activities were slightly higher, mainly reflecting higher net revenue on assets in Group Savings and Retirement and at iA Clarington (mutual funds). US Operations Net income attributed to common shareholders for the US Operations segment was $55 million, which is higher than $8 million for the same period in 2024. Net income attributed to common shareholders is composed of core earnings † as well as core earnings adjustments. Core earnings adjustments to net income totalled a net gain of $19 million from a favourable adjustment to Vericity's deferred tax assets related to tax losses incurred prior to the acquisition ($30 million), partly offset by acquisition-related items ($10 million) and a small unfavourable tax-related item dating back prior to 2025 ($1 million). Core earnings † for this business segment were $36 million, compared to $22 million for the same period in 2024. The 64% increase in core earnings † over the same period in 2024 is driven by the following: A strong $28 million 9 increase in the core insurance service result, 10 which is the result of an increase in the combined RA release and CSM recognized for service provided, mainly due to the addition of Vericity and Prosperity; the lower impact of new insurance business; and core insurance experience gains of $6 million from favourable mortality experience in Individual Insurance; A $1 million 9 increase in core non-insurance activities, driven by higher earnings from Dealer Services; and An increase in core other expenses, as expected following the addition of Vericity expenses. Note that the impact of the Vericity and Prosperity acquisitions for the second quarter is slightly positive on core earnings † and in line with expectations set at the time of their acquisition. Investment Net income attributed to common shareholders for the Investment segment was $103 million, which is higher than $63 million for the same period in 2024. Net income attributed to common shareholders is composed of core earnings † as well as core earnings adjustments. Core earnings adjustments to net income totalled a net gain of $1 million, as a result of the following items: the market-related impacts that differ from management's expectations, totalling a net loss of $1 million as the favourable impacts from equity variations of $74 million, primarily from the good performance of public equity, were more than offset by the unfavourable impacts of interest rate and credit spread variations of $45 million, CIF adjustments of $5 million, and $25 million from investment properties, mostly driven by unfavourable market value adjustments; and favourable other adjustments totalling $2 million consisting of a tax-related item and a reallocation for reporting consistency which sum to zero on a consolidated basis. Core earnings † for this business segment were $102 million, which is higher than $91 million in 2024. Prior to taxes, financing charges on debentures and dividends, core earnings † were driven by a core net investment result 10 of $127 million. This result compares favourably with $108 million recorded a year ago, reflecting, among other factors, the favourable impact of interest rate variations in recent quarters. In addition, favourable credit experience 10 resulted in a $4 million gain due to higher impacts from upgrades than downgrades in the fixed income portfolio ($2 million) and positive credit experience in the car loans portfolio of iA Auto Finance ($2 million). Corporate The net loss attributed to common shareholders for the Corporate segment was $72 million compared to $53 million for the same period in 2024. The net loss attributed to common shareholders is composed of core losses † as well as core loss adjustments. Core loss adjustments to net loss for this business segment totalled $15 million. These include integration charges related to the acquisitions of Vericity and Global Warranty ($1 million) and a charge related to the pension plan ($14 million). The latter was the result of a management action to allocate a portion of the pension plan surplus in the form of a one-time increase in benefits to current retirees and a temporary reduction in contributions for active members. This initiative stems from the favourable surplus position of our pension plan. The one-time increase in benefits to current retirees had an impact of $14 million on second quarter earnings, while the charge resulting from the temporary reduction in contributions had no impact on second quarter earnings and is expected to have an impact of about $4 million in each of the next four quarters. This segment recorded core losses † from after-tax expenses of $57 million, which compares with $50 million in the second quarter of 2024. Before taxes, Corporate core other expenses were $79 million. This amount is composed of $68 million in core other expenses before taxes, which reflects ongoing strong emphasis on operational efficiency leading to positive operating leverage, 11 and a higher provision of $11 million before taxes for variable compensation related to the Company's performance since the beginning of 2025. RECONCILIATION OF NET INCOME ATTRIBUTED TO COMMON SHAREHOLDERS AND CORE EARNINGS † The following table presents net income attributed to common shareholders and the adjustments that account for the difference between net income attributed to common shareholders and core earnings. † Core earnings † of $327 million in the second quarter are derived from net income attributed to common shareholders of $321 million and a total adjustment of $6 million (post tax) from: the market-related impacts that differ from management's expectations, totalling a net loss of $1 million. This adjustment is explained by the favourable impacts from equity variations of $74 million, primarily from the good performance of public equity. However, these gains were more than offset by the sum of the unfavourable impacts of interest rate and credit spread variations of $45 million, CIF adjustments of $5 million, and $25 million from investment properties, mostly driven by unfavourable market value adjustments; the net favourable impact of assumption changes and management actions of $22 million as a net result of the following items: 1) a favourable adjustment of $30 million to Vericity's deferred tax assets related to tax losses incurred prior to the acquisition; 2) assumption changes and management actions in the Insurance, Canada segment that resulted in a net gain of $6 million; and 3) a management action related to the pension plan, which unfavourably impacted the Corporate segment by $14 million (refer to the 'Corporate' subsection above for more details); a total charge of $3 million mainly related to the integration of Vericity and Global Warranty; expenses associated with acquisition-related intangible assets of $20 million; and the impact of non-core pension expenses of $4 million. Contractual Service Margin (CSM) 13 – During the second quarter, the CSM increased organically by $140 million. This increase is due to the positive impact of new insurance business of $195 million, organic financial growth of $93 million and net insurance experience gains of $52 million, partly offset by the CSM recognized for service provided in earnings of $200 million, up 18% from a year earlier. Non-organic items led to an increase in the CSM of $68 million during the second quarter, mostly due to the favourable impact of market variations. As a result, the total CSM increased by $208 million (+3%) during the quarter to stand at $7,140 million at June 30, 2025, an increase of 10% over the last 12 months. Business growth – During the second quarter of 2025, almost all business units recorded good sales growth compared to the same period last year. Sales growth was particularly high for Individual Insurance in both Canada and the U.S., as well as in Dealer Services in Canada, iA Auto and Home and segregated funds. In Canada, Individual Insurance sales were strong at $103 million, and the Company maintained a leading position for the number of policies sold. 14 In the Wealth Management segment, the Company continued to rank first for both gross and net segregated fund sales, 15 with net inflows totalling $670 million. Sales results in both US Operations units were solid. Good sales contributed to the 4% increase in net premiums, 16 premium equivalents and deposits, 16 totalling nearly $5.1 billion, compared to the same period last year. Also, total assets under management and total assets under administration amounted to approximately $274 billion, an increase of 16% over the last 12 months. INSURANCE, CANADA In Individual Insurance, second quarter sales totalled $103 million, a 5% increase over a strong quarter a year earlier. This very good result reflects the strength of all our distribution networks, the excellent performance of our digital tools, as well as our comprehensive and distinctive range of products. Sales were notably strong for participating insurance. The Company maintained its leading position in the Canadian market for the number of policies issued. 17 In Group Insurance, second quarter sales in Employee Plans totalled $8 million compared to $25 million in the same quarter last year. This result is largely attributed to a lower volume of quoting activities in the prior months. Note that sales in this business unit vary considerably from one quarter to another based on the size of the contracts sold. On a year-to-date basis, Employee Plans sales were 42% higher than last year. Net premiums, premium equivalents and deposits increased by 9% year over year, benefiting from premium increases on renewals. Special Markets sales reached $99 million, a result similar to the previous year. For Dealer Services, total sales ended the second quarter at $225 million, 16% higher than the same period in 2024. This growth was supported by P&C Insurance sales growth of 26% year over year, notably from the addition of sales from the acquisition of the Global Warranty business completed in the first quarter. At iA Auto and Home, direct written premiums reached $206 million in the second quarter, a strong increase of 10% compared to the same period last year. This good business growth is the result of an increased number of policies as well as recent price adjustments. WEALTH MANAGEMENT In Individual Wealth Management, sales of segregated funds were strong during the second quarter, with gross sales totalling $1.4 billion, an 8% year-over-year increase, and net sales of $670 million. The Company continued to rank first in Canada in gross and net segregated fund sales. 18 This robust performance was notably driven by the strength of our distribution networks and our competitive and comprehensive product lineup. Additionally, clients continued to favour asset classes with higher return potential over guaranteed investments. In this context, sales of other savings products reached $428 million in the second quarter, compared to a strong quarter of $541 million a year earlier. Gross sales of mutual funds totalled $442 million for the quarter, compared to $468 million in the same quarter last year. Net outflows of $165 million were recorded, compared to outflows of $194 million in the second quarter of 2024. Group Savings and Retirement sales for the second quarter totalled $821 million and were 4% lower than a year earlier, as growth in accumulation product sales was offset by the decrease in insured annuities sales. Total assets under management at the end of the quarter were 18% higher than a year earlier. US OPERATIONS In Individual Insurance, quarterly sales reached a record US$78 million, 59% higher than a year earlier. This solid result is driven by good growth in the final expense and middle/family markets and the addition of sales from the Vericity acquisition. These results underscore our potential for strong growth in the U.S. life insurance market, both organically and through acquisitions. In Dealer Services, second quarter sales of US$296 million were up 6% over the same period last year. This good result reflects the quality of our products and services as well as the effectiveness and diversity of our distribution channels. ASSETS UNDER MANAGEMENT AND ASSETS UNDER ADMINISTRATION Assets under management and administration totalled nearly $274 billion at the end of the second quarter, up 16% over the last 12 months and up 4% during the quarter. This growth was mainly driven by the performance of financial markets and high net segregated fund inflows. NET PREMIUMS, PREMIUM EQUIVALENTS AND DEPOSITS Net premiums, premium equivalents and deposits amounted to nearly $5.1 billion in the second quarter, a 4% increase over the same period last year, driven by all business units in the Insurance, Canada and U.S. Operations segments. FINANCIAL POSITION The Company's solvency ratio was 138% 19 at June 30, 2025, compared with 132% at the end of the previous quarter and 141% a year earlier. This result is well above the regulatory minimum ratio of 90%. The six-percentage-point increase during the quarter was mainly driven by the favourable impact of organic capital generation and the preferred share issuance completed on June 23, 2025, as outlined below in this section. The Company's financial leverage ratio †† of 16.9% at June 30, 2025 compares to 14.8% at the end of the previous quarter. Organic capital generation and capital available for deployment – The Company organically generated $200 million in additional capital during the second quarter. After six months, $325 million has been generated organically, which is in line with projections to reach the annual target of $650M+ in 2025. At June 30, 2025, the capital available for deployment was assessed at $1.5 billion. 19 Book value – The book value per common share was $76.02 at June 30, 2025, up 2% during the quarter and 9% during the last 12 months. Capital issuance – On June 23, 2025, the Company closed its offering of 6.435% Non-Cumulative 5-Year Rate Reset Class A Preferred Shares Series C by way of a prospectus supplement to the short form base shelf prospectus dated April 25, 2024. The shares were issued for aggregate gross proceeds of $400 million and will pay fixed dividends at a rate of 6.435% per annum, payable semi-annually, as and when declared by the Board of Directors of the Company, for the initial period ending on, but excluding, June 30, 2030. Thereafter, the dividend rate of the shares will reset every five years at a rate per annum equal to the prevailing 5‑year Government of Canada Yield, plus 3.40%. Normal Course Issuer Bid (NCIB) – During the second quarter of 2025, the Company repurchased and cancelled 535,400 outstanding common shares for a total value of $73 million under the NCIB program. Under the current NCIB in force from November 14, 2024 to November 13, 2025, the Company can repurchase up to 4,694,894 common shares, representing approximately 5% of the issued and outstanding common shares as at October 31, 2024. Since November 14, 2024, 1,358,000 shares, or 1.4% of the outstanding common shares, have been repurchased and cancelled. Therefore, the Company may repurchase up to 3,336,894 outstanding common shares between June 30, 2025 and November 13, 2025. Dividend – The Company paid a quarterly dividend of $0.9000 per share to common shareholders in the second quarter of 2025. The Board of Directors approved a quarterly dividend of $0.9900 per share payable during the third quarter of 2025, representing an increase of $0.09 per share or 10% compared to the dividend paid in the previous quarter. This dividend is payable on September 15, 2025 to the shareholders of record at August 22, 2025. Dividend Reinvestment and Share Purchase Plan – Registered shareholders wishing to enroll in iA Financial Group's Dividend Reinvestment and Share Purchase Plan (DRIP) so as to be eligible to reinvest the next dividend payable on September 15, 2025 must ensure that the duly completed form is delivered to Computershare no later than 4:00 p.m. on August 15, 2025. Enrolment information is provided on iA Financial Group's website at under About iA, in the Investor Relations/Dividends section. Common shares issued under iA Financial Group's DRIP will be purchased on the secondary market and no discount will be applicable. Annual Meetings – The Annual Shareholder Meeting of the Company and the Annual Meeting of the Sole Common Shareholder and of the Participating Policyholders of Industrial Alliance Insurance and Financial Services Inc. were held on Thursday, May 8, 2025. At the Annual Meeting of the Company, all thirteen nominated directors were elected by the shareholders. Awards: iA Financial Group was recognized by Forbes magazine as Canada's best auto insurance provider in its 2025 'World's Best Auto Insurance Companies' list. The ranking is based on a global survey of over 45,000 consumers, evaluating, among other things, satisfaction, loyalty, advice, transparency and claims handling. This recognition reflects the trust clients place in iA Auto and Home. On June 30, 2025, iA Financial Group was named one of Canada's 50 Best Corporate Citizens by Corporate Knights, marking its second consecutive year on the list. The prestigious ranking highlights the Company's leadership in sustainability, with notable achievements in sustainable revenue, gender diversity on its Board and wellbeing and personal development initiatives. iA Auto Finance secured second place for the fifth consecutive year in the non-captive non-prime segment of the J.D. Power 2025 Canada Dealer Financing Satisfaction Study, reflecting strong performance in areas like sales representative relationships, responsiveness and funding efficiency. Unsolicited mini-tender offer – On May 7, 2025, iA Financial Group issued a press release warning about an unsolicited mini-tender offer made by Ocehan LLC to purchase up to 50,000 of its common shares at a price of $93.30 per share, which represented a discount of approximately 29.84% to the closing price of iA Financial Group's common shares on the TSX as of May 6, 2025. The press release noted, among other things, that iA Financial Group was not associated with Ocehan LLC and did not recommend or endorse acceptance of this restricted tender offer in any way. For additional information, please refer to the press release, which can be found on our website at Philanthropy – iA Financial Group donated $50,000 in June to the Canadian Red Cross in support of the 2025 Manitoba Wildfires Appeal. This contribution aims to provide immediate and ongoing relief to those affected, including financial assistance, support for evacuees and risk reduction for future all-hazard disaster events in these regions. Subsequent to the second quarter: Acquisition of RF Capital Group Inc. – On July 28, 2025, iA Financial Group announced that it had entered into a definitive agreement with RF Capital Group Inc. (RF Capital), pursuant to which iA Financial Group will acquire all of the issued and outstanding common shares of RF Capital for $20.00 per share in cash, for a total purchase price of $597 million. Upon completion, this acquisition is expected to add over $40 billion in assets under administration and significantly expand iA's presence in the high-net-worth segment. RF Capital advisors will continue operating independently under the Richardson Wealth brand, 20 supported by iA Financial Group's financial strength and digital platforms. The transaction is expected to be neutral to core earnings † in the first year and accretive to core EPS †† by at least $0.15 in the second year and to have the following impacts: Solvency ratio: -6 percentage points Capital available for deployment: -$0.6 billion Financial leverage ratio ††: no impact See the 'Non-IFRS and Additional Financial Measures' and 'Forward-Looking Statements' sections of this news release. For additional information, please refer to the press release, which can be found on our website at AMF Capital Adequacy Requirements Guideline – A revised Capital Adequacy Requirements for Life and Health Insurance (CARLI) Guideline became effective on January 1, 2025. The new CARLI guideline includes, among other things, revisions related to the regulatory capital requirements for segregated fund guarantees. As allowed by the AMF for insurers, the Company applied the previous version of the guideline during the first half of 2025. As of July 1, 2025, the revised guideline allows for the explicit recognition of the CSM related to segregated funds, the impact of which is expected to be slightly positive on the capital available for deployment and increase the solvency ratio sensitivity to public market variations, while remaining within our risk tolerance. Philanthropy – iA Financial Group and its U.S. subsidiaries donated $75,000 to the Community Foundation of the Texas Hill Country to support those affected by flash flooding in Texas. The funds will provide immediate and ongoing relief, including financial aid and support for evacuees and the communities hosting them. Expand FINANCIAL TARGETS The table below presents the progress towards achieving the Company's annual and medium-term targets. NON-IFRS AND ADDITIONAL FINANCIAL MEASURES iA Financial Corporation reports its financial results and statements in accordance with IFRS ® Accounting Standards. The Company also publishes certain financial measures or ratios that are not presented in accordance with IFRS. The Company uses non-IFRS and other financial measures when evaluating its results and measuring its performance. The Company believes that such measures provide additional information to better understand its financial results and assess its growth and earnings potential, and that they facilitate comparison of the quarterly and full year results of the Company's ongoing operations. Since such non-IFRS and other financial measures do not have standardized definitions and meaning, they may differ from similar measures used by other institutions and should not be viewed as an alternative to measures of financial performance, financial position or cash flow determined in accordance with IFRS. The Company strongly encourages investors to review its financial statements and other publicly filed reports in their entirety and not to rely on any single financial measure. Non-IFRS financial measures include core earnings (losses). Non-IFRS ratios include core earnings per common share (core EPS); core return on common shareholders' equity (core ROE); core effective tax rate; core dividend payout ratio; and financial leverage ratio. Supplementary financial measures include return on common shareholders' equity (ROE); components of the CSM movement analysis (organic CSM movement, impact of new insurance business, organic financial growth, insurance experience gains (losses), impact of changes in assumptions and management actions, impact of markets, currency impact); components of the drivers of earnings (in respect of both net income attributed to common shareholders and core earnings); assets under management; assets under administration; capital available for deployment; dividend payout ratio; total payout ratio (trailing 12 months); organic capital generation; sales; net premiums; and premium equivalents and deposits. For relevant information about non-IFRS measures, see the 'Non-IFRS and Additional Financial Measures' section in the Management's Discussion and Analysis (MD&A) for the period ending June 30, 2025, which is hereby incorporated by reference and is available for review on SEDAR+ at or on iA Financial Group's website at A reconciliation of net income attributed to common shareholders to core earnings by business segment is included below. For a reconciliation on a consolidated basis, see the 'Reconciliation of Net Income Attributed to Common Shareholders and Core Earnings' section above. This document also makes reference to certain pro forma financial information, including pro forma supplementary financial measures giving effect to the proposed acquisition of RF Capital, including total AUA and AUM, solvency ratio and capital available for deployment. These measures do not have standardized definitions and meaning; they may differ from similar measures used by other institutions and should not be viewed as an alternative to measures determined in accordance with IFRS. Pro forma information as regards RF Capital is based upon information made publicly available by RF Capital and upon non-public information made available by RF Capital to the Company. Such information has not been verified independently by the Company. Accordingly, an unavoidable level of risk remains regarding the accuracy and completeness of such information, including with respect to facts or circumstances that would affect the completeness or accuracy of such information and which are unknown to the Company. See 'Forward-Looking Statements'. Net Income and Core Earnings † Reconciliation – Wealth Management (In millions of dollars, unless otherwise indicated) Second quarter Year-to-date at June 30 2025 2024 Variation 2025 2024 Variation Net income attributed to common shareholders 105 91 15% 200 179 12% Core earnings adjustments (post tax) Market-related impacts — — — — Assumption changes and management actions — — — — Charges or proceeds related to acquisition or disposition of a business, including acquisition, integration and restructuring costs — — — — Amortization of acquisition-related finite life intangible assets 7 6 14 12 Non-core pension expense 1 1 2 2 Other specified unusual gains and losses — — 3 — Total 8 7 19 14 Core earnings † 113 98 15% 219 193 13% Expand Net Income and Core Earnings † Reconciliation – US Operations (In millions of dollars, unless otherwise indicated) Second quarter Year-to-date at June 30 2025 2024 Variation 2025 2024 Variation Net income attributed to common shareholders 55 8 588% 74 20 270% Core earnings adjustments (post tax) Market-related impacts — — — — Assumption changes and management actions (30) — (30) — Charges or proceeds related to acquisition or disposition of a business, including acquisition, integration and restructuring costs 2 7 2 7 Amortization of acquisition-related finite life intangible assets 8 7 17 14 Non-core pension expense — — — — Other specified unusual gains and losses 1 — 3 — Total (19) 14 (8) 21 Core earnings † 36 22 64% 66 41 61% Expand Net Income and Core Earnings † Reconciliation – Investment (In millions of dollars, unless otherwise indicated) Second quarter Year-to-date at June 30 2025 2024 Variation 2025 2024 Variation Net income attributed to common shareholders 103 63 63% 138 163 (15%) Core earnings adjustments (post tax) Market-related impacts 1 27 64 18 Interest rates and credit spreads 45 15 29 12 Equity (74) (21) (15) (53) Investment properties 25 31 41 54 CIF 23 5 2 9 5 Currency — — — — Assumption changes and management actions — 1 (5) (4) Charges or proceeds related to acquisition or disposition of a business, including acquisition, integration and restructuring costs — — — — Amortization of acquisition-related finite life intangible assets — — — — Non-core pension expense — — — — Other specified unusual gains and losses (2) — (10) — Total (1) 28 49 14 Core earnings † 102 91 12% 187 177 6% Expand Net Income and Core Earnings † Reconciliation – Corporate (In millions of dollars, unless otherwise indicated) Second quarter Year-to-date at June 30 2025 2024 Variation 2025 2024 Variation Net income to common shareholders (72) (53) (36%) (122) (103) (18%) Core earnings (losses) adjustments (post tax) Market-related impacts — — — — Assumption changes and management actions 14 — 14 — Charges or proceeds related to acquisition or disposition of a business, including acquisition, integration and restructuring costs 1 3 3 4 Amortization of acquisition-related finite life intangible assets — — — — Non-core pension expense — — — — Other specified unusual gains and losses — — — — Total 15 3 17 4 Core earnings (losses) † (57) (50) (14%) (105) (99) (6%) Expand Core Earnings † to Net Income Attributed to Common Shareholders Reconciliation According to the DOE – Consolidated (In millions of dollars, unless otherwise indicated) Core earnings †,24 Reclassifications 25 Income per financial statements Core earnings adjustments 23 Net investment result Other 2025 2024 Variation 2025 2025 2025 2025 2024 Variation Insurance service result 341 267 28% (1) — — 340 267 27% Net investment result 127 108 18% — 62 — 189 142 33% Non-insurance activities or other revenues per financial statements 97 87 11% 6 (25) 408 486 432 13% Other expenses and financing charges on debentures 26 (146) (123) (19%) (54) (37) (408) (645) (575) (12%) Core earnings † or income per financial statements, before taxes 419 339 24% (49) — — 370 266 39% Income taxes or income tax (expense) recovery (86) (64) 43 — — (43) (52) Dividends/Distributions on other equity instruments 27 (6) (8) (6) (8) Core earnings † or net income attributed to common shareholders per financial statements 327 267 22% (6) — — 321 206 56% Expand Forward-Looking Statements This document may contain statements that are predictive or otherwise forward-looking in nature, that depend upon or refer to future events or conditions, or that include words such as 'may', 'will', 'could', 'should', 'would', 'suspect', 'expect', 'anticipate', 'intend', 'plan', 'believe', 'estimate', and 'continue' (or the negative thereof), as well as words such as 'financial targets', 'objective', 'goal', 'guidance', 'outlook' and 'forecast', or other similar words or expressions. Such statements constitute forward-looking statements within the meaning of securities laws. In this document, forward-looking statements include, but are not limited to, information concerning possible or future operating results, strategies, and financial and operational outlook, and statements regarding the anticipated benefits of the proposed acquisition of RF Capital (including with respect to the impact of the transaction on iA's financial performance, more specifically on the Company's AUA and AUM, core earnings, core EPS, solvency ratio and capital available for deployment). These statements are not historical facts; they represent only expectations, estimates and projections regarding future events and are subject to change. Although iA Financial Group believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. In addition, certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Material factors and risks that could cause actual results to differ materially from expectations include, but are not limited to: general business and economic conditions; level of competition and consolidation and ability to adapt products and services to market or customer changes; information technology, data protection, governance and management, including privacy breach, and information security risks, including cyber risks; level of inflation; performance and volatility of equity markets; interest rate fluctuations; hedging strategy risks; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; unexpected changes in pricing or reserving assumptions; iA Financial Group liquidity risk, including the availability of funding to meet financial liabilities at expected maturity dates; mismanagement or dependence on third-party relationships in a supply chain context; ability to attract, develop and retain key employees; risk of inappropriate design, implementation or use of complex models; fraud risk; changes in laws and regulations, including tax laws; contractual and legal disputes; actions by regulatory authorities that may affect the business or operations of iA Financial Group or its business partners; changes made to capital and liquidity guidelines; risks associated with the regional or global political and social environment; geopolitical and trade uncertainty; climate-related risks including extreme weather events or longer-term climate changes and the transition to a low-carbon economy; iA Financial Group's ability to meet stakeholder expectations on environmental, social and governance matters; the occurrence of natural or man-made disasters, international conflicts, pandemic diseases (such as the COVID-19 pandemic) and acts of terrorism; and downgrades in the financial strength or credit ratings of iA Financial Group or its subsidiaries. Material factors and assumptions used in the preparation of financial outlooks include, but are not limited to: accuracy of estimates, assumptions and judgments under applicable accounting policies, and no material change in accounting standards and policies applicable to the Company; no material variation in interest rates; no significant changes to the Company's effective tax rate; no material changes in the level of the Company's regulatory capital requirements; availability of options for deployment of excess capital; credit experience, mortality, morbidity, longevity and policyholder behaviour being in line with actuarial experience studies; investment returns being in line with the Company's expectations and consistent with historical trends; different business growth rates per business unit; no unexpected changes in the economic, competitive, insurance, legal or regulatory environment or actions by regulatory authorities that could have a material impact on the business or operations of iA Financial Group or its business partners; no unexpected change in the number of shares outstanding; and the non‑materialization of risks or other factors mentioned or discussed elsewhere in this document or found in the 'Risk Management' section of the Company's Management's Discussion and Analysis for 2024 that could influence the Company's performance or results. Escalating U.S.–Canada trade tensions, including tariffs on automobiles and auto parts, along with U.S.–China trade frictions and retaliatory tariffs, have intensified global trade instability. Global equity markets have experienced volatility due to uncertainty around tariffs, shifting interest rate expectations, and softer-than-expected economic data. In addition, trade barriers, such as potential and actual tariffs by the U.S., may shift global growth and trade patterns and have a ripple effect on supply chains, potentially further disrupting markets. These factors could lead to reduced consumer and investor confidence, increased financial volatility, and constrained growth opportunities. Additional information about the material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the 'Risk Management' section of the Management's Discussion and Analysis for 2024, the 'Management of Financial Risks Associated with Financial Instruments and Insurance Contracts' note to the audited consolidated financial statements for the year ended December 31, 2024 and elsewhere in iA Financial Group's filings with the Canadian Securities Administrators, which are available for review at The forward-looking statements and outlooks in this document reflect iA Financial Group's expectations as of the date of this document. iA Financial Group does not undertake to update or release any revisions to these forward‑looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law. Forward-looking statements are presented in this document for the purpose of assisting investors and others in understanding certain key elements of the Company's expected financial results, as well as the Company's objectives, strategic priorities and business outlook, and in obtaining a better understanding of the Company's anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. The completion of the proposed acquisition of RF Capital is subject to customary closing conditions, termination rights and other risks and uncertainties, including, without limitation and as applicable, shareholder approval and certain regulatory approvals, and there can be no assurance that the acquisition will be completed within the intended timing or at all. There can also be no assurance that if the acquisition is completed, the strategic and financial benefits expected to result therefrom will be realized. The pro forma information set forth in this document should not be considered to be what the actual financial position or results of operations of the Company would have necessarily been had the proposed acquisition of RF Capital been completed as at or for the periods stated. Readers should not place undue reliance on pro forma information. See the 'Non-IFRS and Additional Financial Measures' section. GENERAL INFORMATION Documents Related to the Financial Results For a detailed discussion of iA Financial Group's second quarter results, investors are invited to consult the Management's Discussion and Analysis for the quarter ended June 30, 2025, the related financial statements and accompanying notes and the Supplemental Information Package, all of which are available on the iA Financial Group website at under About iA, in the Investor Relations/Financial Reports section. The Management's Discussion and Analysis and the Company's financial statements are also available on SEDAR+ at CONFERENCE CALL Management will hold a conference call to present iA Financial Group's second quarter results on Wednesday, August 6, 2025 at 11:00 a.m. (ET). To listen to the conference call, choose one of the options below: The conference call will be recorded and the replay will be available on the iA Financial Group website at under About iA/Investor Relations/Financial Reports. ABOUT iA FINANCIAL GROUP iA Financial Group is one of the largest insurance and wealth management groups in Canada, with operations in the United States. Founded in 1892, it is an important Canadian public company and is listed on the Toronto Stock Exchange under the ticker symbol IAG (common shares). iA Financial Group is a business name and trademark of iA Financial Corporation Inc. † This item is a non-IFRS financial measure; see the 'Non-IFRS and Additional Financial Measures' section and the 'Reconciliation of Select Non-IFRS Financial Measures' section in this document for relevant information about such measures and a reconciliation of non-IFRS financial measures to the most directly comparable IFRS measure. †† This item is a non-IFRS ratio; see the 'Non-IFRS and Additional Financial Measures' section in this document and in the Q2/2025 Management's Discussion and Analysis. _________________________________________________ 8 This item is a component of the drivers of earnings (DOE). Refer to the 'Non-IFRS and Additional Financial Measures' section in this document for more information on presentation according to the DOE. For a reconciliation of core earnings † to net income attributed to common shareholders through the drivers of earnings (DOE), refer to the 'Reconciliation of Select Non-IFRS Financial Measures' section of this document. 9 Before taxes. 10 This item is a component of the drivers of earnings (DOE). Refer to the 'Non-IFRS and Additional Financial Measures' section in this document for more information on presentation according to the DOE. For a reconciliation of core earnings† to net income attributed to common shareholders through the drivers of earnings (DOE), refer to the 'Reconciliation of Select Non-IFRS Financial Measures' section of this document. 11 Operating leverage is the difference between revenue growth and expense growth at a consolidated level. 12 Impact of the tax-exempt investment income (above or below expected long-term tax impacts) from the Company's multinational insurer status. 13 Components of the CSM movement analysis constitute supplementary financial measures. Refer to the 'Non-IFRS and Additional Financial Measures' section of this document and the 'CSM Movement Analysis' section of the Q2/2025 Management's Discussion and Analysis for more information on the CSM movement analysis. 14 According to the latest Canadian data published by LIMRA. 15 According to the latest industry data from Investor Economics. 16 Net premiums and premium equivalents and deposits are supplementary financial measures. Refer to the 'Non-IFRS and Additional Financial Measures' section of this document for more information. 17 According to the latest Canadian data published by LIMRA. 18 According to the latest industry data from Investor Economics. 19 As at June 30, 2025, on a pro forma basis, taking into account the acquisition of RF Capital announced on July 28, 2025, the solvency ratio is estimated at 132% and the capital available for deployment is estimated at $900 million. 20 Richardson Wealth is a trademark of James Richardson & Sons, Limited and Richardson Wealth Limited is a licensed user of the mark. 21 Within the meaning of applicable securities laws, such financial targets constitute 'financial outlook' and 'forward-looking information'. The purpose of these financial targets is to provide a description of management's expectations regarding iA Financial Group's annual and medium-term financial performance and may not be appropriate for other purposes. Actual results could vary materially as a result of numerous factors, including the risk factors referenced herein. Certain material assumptions relating to financial targets provided herein and other related financial and operating targets are described in this document. They are also described in the Investor Event 2025 presentation material available on iA Financial Group's website at under About iA, in the Investor Relations section and in other documents made available by the Company. See 'Forward-Looking Statements'. 22 The Company's dividend and distribution policy is subject to change, and dividends and distributions are declared or made at the discretion of the Board of Directors. 23 Impact of the tax-exempt investment income (above or below expected long-term tax impacts) from the Company's multinational insurer status. 24 For a breakdown of core earnings adjustments applied to reconcile to net income attributed to common shareholders, see 'Reconciliation of Net Income Attributed to Common Shareholders and Core Earnings' † above. 25 Refer to the 'Reconciliation of Select Non-IFRS Financial Measures' section of the Q2/2025 Management's Discussion and Analysis for details about these two reclassifications. These reclassifications reflect items subject to a different classification treatment between the financial statements and the drivers of earnings (DOE). 26 Starting in Q2/2025, 'financing charges on debentures' previously presented in other expenses are shown as a separate line item in the DOE and do not imply any change in the compilation methodology. See the 'Non-IFRS and Additional Financial Measures' section in this document for more information on the 'financing charges on debentures' line item. 27 Expand Contacts Investor Relations Caroline Drouin Office: 418-684-5000, ext. 103281 Email: Public Affairs Chantal Corbeil Office: 514-247-0465 Email: Industry: Finance Consulting Professional Services Asset Management Insurance More News From iA Financial Group Get RSS Feed iA Financial Group Announces the Release Date of Its 2025 Second Quarter Earnings Results QUEBEC CITY--(BUSINESS WIRE)--iA Financial Group (iA Financial Corporation Inc. (TSX: IAG) will disclose its 2025 second quarter earnings results on Tuesday, August 5, 2025, after market close. Management will discuss the results during a conference call to be held the following day, at 11:00 am (ET). Everyone is invited to attend the conference call by joining via one of the following means: Live Webcast: Click here ( or go to the iA Financial Group website,...
Hamilton Spectator
30-07-2025
- Business
- Hamilton Spectator
Badger Infrastructure Solutions Ltd. Delivers Double Digit Growth in 2025 Second Quarter Revenue, Adjusted EBITDA and Adjusted Net Earnings
CALGARY, Alberta, July 30, 2025 (GLOBE NEWSWIRE) — Badger Infrastructure Solutions Ltd. ('Badger', the 'Company', 'we', 'our' or 'us') (TSX:BDGI) reported second quarter results today. All results are presented in U.S. dollars unless otherwise stated. 'In the second quarter, we built on the strong momentum from Q1, delivering revenue growth of 11% to $208.2 million. Adjusted EBITDA increased 18% year-over-year, reflecting our continued attention on margin expansion and profitability. These results underscore the successful execution of our business strategies focused on supporting our customers' growing demand across our diverse range of end markets.' said Rob Blackadar, President & Chief Executive Officer. 'With the busy construction season well underway, we are maximizing revenue and fleet utilization through disciplined pricing and targeted sales efforts. Year-to-date, we've grown revenue by 9%, Adjusted EBITDA by 17%, and Adjusted net earnings per share by 32%. This performance is a testament to the strength of our field team's ability to deliver safe, efficient and reliable services. Badger remains well positioned as North America's leading provider of non-destructive excavation services, supporting long-term growth.' FINANCIAL HIGHLIGHTS (1) 'Adjusted EBITDA', 'Adjusted EBITDA per share', 'Adjusted EBITDA margin', 'Adjusted net earnings', 'Adjusted net earnings per share', 'Compliance EBITDA', 'Total debt' and 'RPT' are not standardized financial measures prescribed by IFRS® Accounting Standards ('IFRS') and may not be comparable to similar measures presented by other companies or entities. See 'Non-IFRS Financial Measures' and p.15-18 of the Management's Discussion and Analysis for the year ended December 31, 2024 (the 'Annual MD&A) for additional detail on the definition and calculation of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net earnings, Compliance EBITDA and Total debt. See 'Key Financial Metrics and Other Operational Metrics' and p.13 of the Annual MD&A for additional details on RPT. Per share, basic and diluted measures are calculated by dividing the financial measure with the weighted average common shares outstanding for the period. . (2) Effective January 31, 2025, the Company changed the reporting segment disclosure to one consolidated segment. As a result, RPT is presented as a consolidated total in U.S. dollars. Comparative periods were restated to reflect the change. (3) See 'Share Capital' in the Company's Management's Discussion and Analysis ('MD&A') for the three and six months ended June 30, 2025 and 2024 for additional details and Note 12 of the Company's interim condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 for additional details on the changes to share capital. For the remainder of 2025, we see continued opportunities for growth, particularly in the U.S.. Accordingly, Badger's focus remains unchanged. We will continue to leverage our customer relationships through our Sales and National Account strategies to drive higher activity levels across our broad branch network, capturing more density in major markets. Further, we are increasingly focused on our operating efficiency and leveraging our overhead support functions. Badger is focused on fleet management and utilization opportunities to support its organic growth and will continue to leverage its vertically integrated manufacturing capabilities. Our planned investments in our hydrovac fleet remain unchanged, with planned growth of 4% to 7% in 2025. Together with our programs to capture pricing opportunities, the capacity in our current fleet and our disciplined 2025 capital program, Badger is well positioned to meet our growing customer needs. (1) Total capital spend includes the cost to manufacture new hydrovacs, refurbishments, ancillary equipment and other capital projects and does not include the potential impact of tariffs or retaliatory tariffs. Badger continues to manage its financial leverage. We have capacity to continue investing in the business to grow organically. We intend to renew our NCIB, maintaining our ability to make opportunistic share purchases in addition to returning capital to our shareholders through dividends. Badger Infrastructure Solutions Ltd. (TSX:BDGI) is North America's largest provider of non-destructive excavating and related services. Badger works for contractors and facility owners in a broad range of infrastructure industries and in general commercial construction. Badger's customers typically operate near high concentrations of underground power, communication, water, gas and sewer lines, where safety and economic risks are high and where non-destructive excavation provides a safe alternative for certain customer excavation requirements. The Company's key technology is the Badger HydrovacTM, which is used primarily for safe excavation around critical infrastructure and in congested underground conditions. The Badger Hydrovac uses a pressurized water stream to liquify the soil cover, which is then removed with a powerful vacuum system and deposited into a storage tank. Badger is unique in the non-destructive excavation industry because it designs and manufactures all of its hydrovac units at its plant in Red Deer, Alberta, which has an annual production capacity of more than 350 hydrovac units. The Company has a refurbishment program to extend the service life of certain units when it is financially prudent to do so based on the condition of the unit at the end of its normal useful life. To complement the Badger Hydrovac and extend the Company's service offerings, the Company has a select number of specialty units, mainly combo trucks, sewer and flusher units, and airvacs. A conference call and webcast for investors, analysts and brokers to discuss the 2025 second quarter results is scheduled for 7:00 a.m. MT on Thursday, July 31 2025. To join the call and ask a question during the live questions and answers session, or to join the call with audio only: ses/8jbOzr1-z8bKOSf0OBqnLA~~ . Badger's second quarter 2025 MD&A and interim condensed consolidated financial statements for the three and six months ended June 30, 2025, along with all Badger's previous public filings may be found on SEDAR+ at . This press release contains references to certain financial measures, including some that do not have any standardized meaning prescribed by IFRS and that may not be comparable to similar measures presented by other companies or entities. These financial measures are identified and defined below. See 'Non-IFRS Financial Measures' in the Company's Annual MD&A for detailed reconciliations of non-IFRS financial measures. 'Adjusted EBITDA' is earnings before interest, taxes, depreciation and amortization, share-based compensation, gains and losses on derivative instruments, gains and losses on sale of property, plant and equipment and right of use assets, and gains and losses on foreign exchange. Adjusted EBITDA is a measure of the Company's operating profitability and is therefore useful to management and investors as it provides improved continuity with respect to the comparison of operating results over time. Adjusted EBITDA provides an indication of the results generated by the Company's principal business activities prior to how these activities are financed, the results are taxed in various jurisdictions and assets are amortized. In addition, Adjusted EBITDA excludes gains and losses on sale of property, plant and equipment and right of use assets as these gains and losses are considered incidental and secondary to the principal business activities, gains and losses on foreign exchange as such gains and losses can vary significantly based on factors beyond the Company's control; and share-based compensation and gains and losses on derivative instruments as these expenses can vary significantly with changes in the price of the Company's common shares. 'Adjusted EBITDA margin' is Adjusted EBITDA as defined above, expressed as a percentage of revenues. 'Adjusted net earnings' is net earnings adjusted for share-based compensation, gains and losses on derivative instruments, gains and losses on sale of property, plant and equipment and right of use assets, and gains and losses on foreign exchange, tax impacted using the effective tax rate. 'Revenue per truck per month' ('RPT') is a measure of non-destructive excavation fleet utilization. It is calculated using non-destructive excavation revenue only. RPT is calculated on a consolidated basis by dividing non-destructive excavation revenue only, in the Company's reporting currency, by the average number of non-destructive excavation units in service in the Company during the period. See 'Key Financial Metrics and Other Operational Metrics' on page 11 of the Company's 2025 second quarter MD&A for additional details on RPT. Certain statements and information contained in this press release and other continuous disclosure documents of the Company referenced herein, including statements and information that contain words such as 'could', 'should', 'can', 'anticipate', 'expect', 'believe', 'will', 'may', 'continue', 'position to', 'focus on', 'grow', 'intend', 'plans' and similar expressions relating to matters that are not historical facts, constitute 'forward-looking information' within the meaning of applicable Canadian securities legislation. These statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. The Company believes the expectations reflected in such forward-looking statements and information are reasonable, but no assurance can be given that these expectations will prove to be correct. Such forward-looking statements and information included in this press release should not be unduly relied upon. These forward-looking statements and information speak only as of the date of this press release. In particular, forward-looking information and statements in this press release include, but are not limited to the following: The forward-looking information and statements made in this press release rely on certain expected economic conditions and overall demand for Badger's services and are based on certain assumptions. The assumptions used to generate this forward-looking information and statements are, among other things, that: Risks and other uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements include, but are not limited to: political and economic conditions; industry competition; price fluctuations for oil and natural gas and related products and services; Badger's ability to attract and retain key personnel; the availability of future debt and equity financing; changes in laws or regulations, including taxation and environmental regulations which may adversely impact the labour supply and operating costs of Badger; extreme or unsettled weather patterns; and fluctuations in foreign exchange or interest rates. Readers are cautioned that the foregoing factors are not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results is included in reports on file with securities regulatory authorities in Canada and may be accessed through the SEDAR+ website ( or at the Company's website. The forward-looking statements and information contained in this press release are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Source: Badger Infrastructure Solutions Ltd.
Yahoo
16-05-2025
- Business
- Yahoo
Strathcona Resources Ltd. Announces Intention to Commence Take-Over Bid to Acquire MEG Energy Corp.
CALGARY, AB, May 15, 2025 /PRNewswire/ - Strathcona Resources Ltd. ("Strathcona") announced today that it intends to commence a take-over bid for MEG Energy Corp. (TSX: MEG) ("MEG"), pursuant to which Strathcona will offer (the "Offer") to acquire all of the issued and outstanding common shares of MEG ("MEG Shares"), not already owned by Strathcona or its affiliates, for 0.62 of a common share of Strathcona ("Strathcona Shares") and $4.10 in cash per MEG Share. Based on the closing share price of the Strathcona Shares on the Toronto Stock Exchange (the "TSX") on May 15, 2025, the Offer represents total consideration of $23.27 per MEG Share (82.4% Strathcona Shares and 17.6% cash), reflecting a 9.3% premium based on the closing price of the MEG Shares on the TSX on May 15, 2025. The Offer will not be subject to any financing condition, with the cash consideration payable under the Offer expected to be funded pursuant to a bridge financing commitment from a syndicate of lenders (the "Bridge Financing Commitment"), subject to the terms and conditions of such financing. At the time the Offer is commenced, Waterous Energy Fund ("WEF"), currently the holder of 79.6% of the Strathcona Shares, intends to, through Waterous Energy Fund III ("WEF III"), commit to further increase its investment in Strathcona and subscribe for an additional 21.4 million Strathcona Shares through the use of subscription receipts. Upon completion of the Offer, Strathcona expects to have approximately 379 million Strathcona Shares outstanding and approximately $1.5 billion in net debt1. The combined business is expected to be owned approximately 56.5% by existing holders of Strathcona Shares ("Strathcona Shareholders"), approximately 37.8% by existing holders of MEG Shares ("MEG Shareholders") and approximately 5.6% by WEF III. WEF is expected to hold a combined approximately 51% ownership position, inclusive of its existing Strathcona Shares and those expected to be issued to WEF III pursuant to the WEF III Equity Investment (as defined below). _______________________________ 1 A non-GAAP financial measure which does not have a standardized meaning prescribed by the IFRS® Accounting Standards (the "Accounting Standards"). See the "Non-GAAP Financial Measures and Ratios" section of this news release. Strategic Rationale for the Offer Complementary, High-Quality Assets of Scale: The combination of Strathcona and MEG would unify two 100+ Mbbls/d heavy oil "pure plays" with near identical netbacks and reserve life indexes, both focused on SAGD oil sands development. The combination would create Canada's fifth largest oil producer and fourth largest SAGD producer, with among the largest proved oil reserves in North America. The combined business is expected to possess the scale and balance sheet metrics required to achieve an investment grade credit rating. Significant Accretion for Both MEG and Strathcona Shareholders: The combination of Strathcona and MEG is expected to provide significant accretion per share to both MEG Shareholders and Strathcona Shareholders on key metrics, including funds flow per share, funds flow less sustaining capital expenditures per share, net asset value per share and production per share, while being leverage neutral to current MEG Shareholders. Meaningful and Achievable Synergies: Strathcona has identified $175 million in annual synergy opportunities, including $50 million in overhead reduction opportunities, $25 million in interest savings opportunities and $100 million in operating synergy opportunities ($75 million in capital expenditures and $25 million in operating costs). The PV-10 of the aggregate operating synergy opportunities is estimated at greater than $2.50/Strathcona Share, based on proved (1P) and proved plus probable (2P) reserves. MEG Shareholders and Strathcona Shareholders are encouraged to review a presentation describing the benefits of the Offer, which has been posted on Strathcona's website at Background to the Offer During the first and second quarters of 2025, Strathcona acquired approximately 23.4 million MEG Shares through open market purchases, representing approximately 9.20% of the issued and outstanding MEG Shares as of May 5, 2025 or approximately 9.98% assuming completion in full of MEG's current normal course issuer bid. On April 28, 2025, Strathcona made a formal written combination proposal to the board of directors of MEG (the "MEG Board"), with the same consideration as the Offer. On May 13, 2025, the chairman of the MEG Board responded and indicated that the MEG Board was not interested in pursuing a combination with Strathcona. Strathcona respects the MEG Board's right to dismiss any offer made for MEG, and it has no reason to believe that its decision to dismiss Strathcona's proposal was not made in good faith based on its view of what is best for MEG Shareholders. However, Strathcona believes the benefits of a combination of Strathcona and MEG are significant enough that MEG Shareholders should have the opportunity to decide for themselves. Strathcona expects to file the formal offer to purchase and take‐over bid circular for the Offer in the next two weeks. Strathcona remains ready and willing to engage with the MEG Board regarding a strategic combination. To the extent the MEG Board determines it to be prudent, as the second largest MEG Shareholder, Strathcona would also support a strategic alternatives process for MEG to determine if a superior transaction is available. Strathcona would be willing to participate constructively and in good faith in such a process, including signing a mutual confidentiality agreement to share non-public information, provided it is not required to sign a standstill agreement. Approvals The Offer has been unanimously approved by the Board of Directors of Strathcona. Offer Details Full details of the Offer will be included in the formal offer to purchase and take‐over bid circular, which will be filed with the applicable Canadian securities regulatory authorities and available under MEG's profile on SEDAR+ at Strathcona will request a list of securityholders from MEG at the commencement of the Offer and expects to mail the formal offer to purchase and take‐over bid circular to MEG Shareholders as soon as practicable, and in any event within two business days, after receipt of such list. In connection with the Offer, Strathcona expects to file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including a registration statement on Form F-10 (a "Registration Statement") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), which will include the formal offer to purchase and take‐over bid circular and other documents related to the Offer. The Offer will be open for acceptance for at least 105 days following the commencement of the Offer, unless the Offer is extended, accelerated or withdrawn by Strathcona in accordance with its terms and applicable law. The Offer is intended to constitute a "Permitted Bid" for purposes of MEG's shareholder rights plan (the "Shareholder Rights Plan"), which was most recently approved by MEG Shareholders on May 1, 2023. The Offer is expected to be subject to the satisfaction or, where permitted, waiver of certain conditions, including, without limitation: (a) there having been validly deposited under the Offer and not withdrawn more than 50% of the outstanding MEG Shares (and associated rights under the Shareholder Rights Plan), excluding any MEG Shares beneficially owned, or over which control or direction is exercised, by Strathcona or by any person acting jointly or in concert with Strathcona, which condition cannot be waived by Strathcona; (b) there having been validly deposited under the Offer and not withdrawn MEG Shares (and associated rights under the Shareholder Rights Plan) which represent, together with the MEG Shares held by Strathcona, at least 66⅔% of the outstanding MEG Shares (on a fully-diluted basis); (c) no material adverse change having occurred in respect of the business, affairs, assets, operations or prospects of MEG; (d) all required governmental, regulatory and stock exchange approvals, or expiry, waiver or termination of any waiting or suspension period imposed, with respect to the Offer, including, without limitation, pursuant to the Competition Act (Canada) and the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the TSX with respect to the issuance and listing of the Strathcona Shares issuable pursuant to the Offer, having been obtained; (e) the Registration Statement having become effective under the U.S. Securities Act and not becoming subject to a stop order or a proceeding seeking a stop order; (f) MEG not having taken certain actions that could reasonably be expected to reduce the anticipated economic value to Strathcona of the Offer or impair the ability of Strathcona to proceed with the Offer; (g) Strathcona having obtained the requisite approval of the Strathcona Shareholders with respect to the issuance of the Strathcona Shares under the Offer pursuant to the rules of the TSX; and (h) other customary conditions. The Offer will not be subject to any due diligence or financing conditions, including in respect of the Bridge Financing Commitment or the WEF III Equity Investment. Subject to TSX approval, Strathcona expects to obtain the requisite approval of Strathcona Shareholders with respect to the issuance of Strathcona Shares pursuant to the Offer by delivery of a written consent of WEF, which holds approximately 79.6% of the issued and outstanding Strathcona Shares as of the date hereof. If the conditions of the Offer are satisfied or, where permitted, waived at the expiry time of the Offer and Strathcona takes up and pays for the MEG Shares validly deposited under the Offer, Strathcona intends to acquire any MEG Shares not deposited under the Offer through a compulsory acquisition pursuant to the Business Corporations Act (Alberta), if available, or to propose an amalgamation, statutory arrangement or other transaction for the purpose of MEG becoming, directly or indirectly, a wholly-owned subsidiary or affiliate of Strathcona, in each case for consideration per Common Share at least equal in value to and in the same form as the consideration paid by Strathcona per Common Share under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including, without limitation, the number of MEG Shares acquired pursuant to the Offer. This news release is not a substitute for the Registration Statement, the formal offer to purchase and take-over bid circular or any other relevant documents filed with the applicable Canadian securities regulatory authorities or the SEC. MEG Shareholders and other interested parties are urged to read the Registration Statement, the formal offer to purchase and take-over bid circular, all documents incorporated by reference therein, all other applicable documents and any amendments or supplements to any such documents when they become available, because they will contain important information about Strathcona, MEG and the Offer. When they become available, the Registration Statement, formal offer to purchase and take-over bid circular and other materials filed by Strathcona with the SEC will be available electronically without charge at the SEC's website at When available, the Registration Statement, formal offer to purchase and take-over bid circular, documents incorporated by reference therein and other relevant documents may also be obtained on request without charge from Strathcona by email at info@ or by phone at (403) 930-3000 or Laurel Hill Advisory Group, the information agent for the Offer, by email at assistance@ or by phone at 1-877-452-7184 (Toll-Free), and will also be available electronically at Readers are cautioned that Strathcona may determine, in its sole discretion, not to make the Offer if: (a) MEG implements or attempts to implement defensive tactics in relation to the Offer; (b) Strathcona discovers or otherwise identifies information suggesting that the business, affairs, assets, operations or prospects of MEG have been impaired or discovers or otherwise identifies other undisclosed material adverse information concerning MEG; (c) MEG determines to engage with Strathcona to negotiate the terms of a combination transaction and MEG and Strathcona determine to undertake that transaction utilizing a structure other than a take-over bid, such as an arrangement; or (d) a material adverse change has occurred in the business, affairs, assets, operations or prospects of MEG prior to commencement of the Offer. Accordingly, there can be no assurance that the Offer will be made or that the final terms of the Offer will be as set out in this news release. WEF III Equity Investment Details In connection with the Offer being formally made, WEF III intends to subscribe for and commit to purchase 21.4 million subscription receipts of Strathcona ("Strathcona Subscription Receipts") representing approximately, but not equal to or greater than, 10% of the Strathcona Shares issued and outstanding immediately prior to the commencement of the Offer (the "WEF III Equity Investment"). The subscription price of the Strathcona Subscription Receipts and other terms and conditions of the WEF III Equity Investment will be determined prior to commencement of the Offer in accordance with the rules of the TSX, through negotiations between WEF III and a special committee comprised of independent directors of Strathcona (the "Special Committee") that has been established in connection with the WEF III Equity Investment. Strathcona expects that the subscription price for the Strathcona Subscription Receipts under the WEF III Equity Investment will be determined in accordance with the rules of the TSX with reference to the five-day volume weighted average price of the Strathcona Shares on the TSX prior to the date of commencement of the Offer. Each Strathcona Subscription Receipt is expected to entitle WEF III to receive, automatically upon the take-up of MEG Shares deposited under the initial deposit period for the Offer, one Strathcona Share. The proceeds of the WEF III Equity Investment will be held in escrow by a subscription receipt agent and released to, or at the direction of, Strathcona concurrently upon Strathcona taking up MEG Shares at the expiration of the initial deposit period for the Offer, and will be used by Strathcona to reduce a portion of the amount committed under the Bridge Financing Commitment. In the event that Strathcona withdraws or terminates the Offer and has not entered into a definitive agreement to acquire MEG, the proceeds of the WEF III Equity Investment will be returned to WEF III. The completion of the WEF III Equity Investment will be subject to the satisfaction or waiver of certain customary conditions to be negotiated by the Special Committee and WEF III and is expected to be completed no later than 45 days from the commencement of the Offer. The Offer will not be conditional on the closing of the WEF III Equity Investment. Advisors Scotiabank and TD Securities are acting as exclusive financial advisors to Strathcona in connection with the Offer. Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsel to Strathcona in connection with the Offer. The Special Committee has engaged Torys LLP to act as its legal counsel in connection with the WEF III Equity Investment. Strathcona has also engaged Laurel Hill Advisory Group to act as strategic communications advisor and information agent in connection with the Offer. MEG Shareholders may contact Laurel Hill Advisory Group by email at assistance@ or by phone at 1-877-452-7184 (Toll-Free). About Strathcona Strathcona is one of North America's fastest growing oil producers with operations focused on thermal oil and enhanced oil recovery. Strathcona is built on an innovative approach to growth achieved through the consolidation and development of long-life oil and gas assets. The Strathcona Shares are listed on the Toronto Stock Exchange (TSX: SCR). Website addresses are provided for informational purposes only and no information contained on, or accessible from, such websites is incorporated by reference in this news release unless expressly incorporated by reference. No Offer or Solicitation This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. The Offer to acquire MEG Shares and issue Strathcona Shares in connection therewith will be made solely by, and subject to the terms and conditions set out in, the formal offer to purchase and take-over bid circular and accompanying letter of transmittal and notice of guaranteed delivery. The formal offer to purchase and take-over bid circular will contain important information about the Offer and should be read in its entirety by MEG Shareholders. Cautionary Statement Respecting Information of MEG Strathcona has not had access to the non-public books and records of MEG and Strathcona is not in a position to independently assess or verify certain of the information in MEG's publicly filed documents, including its financial statements and reserves disclosures. MEG has not reviewed this news release and has not confirmed the accuracy and completeness of the information in respect of MEG contained herein. As a result, all information regarding MEG included herein has been taken from, or is based upon, publicly available information filed by MEG with the applicable securities regulatory authorities in Canada prior to the date hereof and other public sources. While Strathcona has no reason to believe that such publicly available information is inaccurate or incomplete, or contains any untrue statement of a material fact or omits to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made, Strathcona does not assume any responsibility for the accuracy or completeness of any such information or for any failure by MEG to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to Strathcona. Production and Reserves Information MEG's oil and gas reserves and Strathcona's oil and gas reserves estimates have been prepared in accordance with National Instrument 51‑101 – Standards for Disclosure for Oil and Gas Activities ("NI 51-101"), which prescribes oil and gas disclosure standards for Canadian public issuers engaged in oil and gas activities that differ from the oil and gas disclosure standards of the SEC under Subpart 1200 of Regulation S-K. NI 51-101 permits oil and gas issuers, in their filings with the applicable securities regulatory authorities in Canada, to disclose proved, probable and possible reserves, and to disclose reserves and production on a gross basis before deducting royalties. The SEC definitions of proved and probable reserves are different than the definitions contained in NI 51‑101. Therefore, MEG's and Strathcona's proved and probable reserves may not be comparable to those disclosed by U.S. companies in reports filed with the SEC. Moreover, as permitted by NI 51‑101, Strathcona has determined and disclosed its reserves and the related net present value of future net revenue from its reserves in its NI 51‑101 compliant reserves disclosure using forecast prices and costs. In contrast, the SEC requires that reserves and related future net revenue be estimated based on historical 12‑month average prices rather than forecast prices, but permits the optional disclosure of revenue estimates based on different price and cost criteria, including standardized future prices or management's own forecasts. Consequently, the oil and gas reserves estimates of MEG and Strathcona that are prepared in accordance with NI 51‑101 are not comparable to oil and gas reserve estimates provided by U.S. companies in their filings with the SEC. All production is presented on a gross basis (as defined in NI 51-101) unless otherwise stated. Oil and Gas Metrics This news release contains metrics commonly used in the crude oil and natural gas industry, including "net asset value per share" and "reserves life index". These terms do not have a standardized meaning and may not be comparable to similar measures presented by other companies, and therefore should not be used to make such comparisons. Readers are cautioned as to the reliability of oil and gas metrics used in this news release. Management of Strathcona uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Strathcona's projected performance over time; however, such measures are not reliable indicators of Strathcona's future performance, which may not compare to Strathcona's performance in previous periods, and therefore should not be unduly relied upon. Non-GAAP Financial Measures and Ratios This news release makes reference to certain financial measures and ratios that are not recognized measures under generally accepted accounting principles ("GAAP") and do not have a standardized meaning prescribed by the Accounting Standards. Non-GAAP financial measures and ratios are used internally by management to assess the performance of Strathcona. They also provide investors with meaningful metrics to assess Strathcona's performance compared to other companies in the same industry. However, Strathcona's use of these terms may not be comparable to similarly defined measures presented by other companies. Readers are cautioned that these measures should not be construed as an alternative to financial measures determined in accordance with GAAP and these measures should not be considered to be more meaningful than GAAP measures in evaluating the Strathcona's performance. "Net Debt" and "Net Debt (Post Montney Disposition and HRT Acquisition)" are used by management to analyze leverage and liquidity. Net Debt is calculated as debt less cash and cash equivalents. Net Debt (Post Montney Disposition and HRT Acquisition) reflects Net Debt after giving effect to the disposition of Strathcona's Montney assets and the acquisition by Strathcona of the Hardisty Rail Terminal. The following table summarizes the Net Debt and Net Debt (Post Montney Disposition and HRT Acquisition), as applicable, of Strathcona, MEG and the combined business as at March 31, 2025:As at March 31, 2025 ($ millions) Strathcona MEG Combined Company Debt 2,899 857 3,756 Cash and cash equivalents — (88) (88) Marketable securities (482) — (482) Unamortized debt costs 21 6 27 Net Debt 2,438 775 3,213 Adjustment for Montney asset disposition(1) (2,607) — (2,607) Adjustment for HRT acquisition 45 — 45 Net Debt (Post Montney Disposition and HRT Acquisition) (123) 775 652 (1) Assumes cash and share disposition proceeds of $2,691.5 million are used to repay $2,607.2 million of debt and $84.3 million of other obligations as of 3/31/2025 relating to an asset-backed financing agreement pertaining to certain facility processing interests. Forward-Looking Information This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws (collectively, "forward-looking information") and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "believes", "plans", "expects", "intends" and "anticipates", or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to: the expected benefits of the Offer and the combination of Strathcona and MEG, both to the MEG Shareholders and the Strathcona Shareholders; the anticipated strategic, operational and financial benefits that may result from the combination of Strathcona and MEG, including, but not limited to: the size and scale of the combined company, including the combined company's expected production and reserves; the expected per-share accretion to both MEG Shareholders and Strathcona Shareholders, including improved funds flow per share, funds flow less sustaining capital expenditures per share, net asset value per share and production per share; the expected potential cost synergies identified by Strathcona in connection with the combination of MEG and Strathcona, including the categories and amounts thereof, including with respect to overhead, interest, capital expenditures and operating costs, among others, and the related benefits thereof; the combined company achieving an investment grade credit rating; and other anticipated strategic, operational and financial benefits that may result from the combination of Strathcona and MEG; the pro forma debt of the combined company and its expected net debt to EBITDA ratio; the expected pro forma ownership of the combined company by the MEG Shareholders and the Strathcona Shareholders, including WEF and WEF III; Strathcona's intention to make the Offer, including the terms thereof, including the consideration to be offered by Strathcona thereto, and the filing of formal offer to purchase and take‐over bid circular in connection therewith; the conditions that the Offer will be subject to and possible reasons that the Offer would not be made by Strathcona; Strathcona's intentions with respect to the financing of the cash consideration payable under the Offer, including the expected reduction of the Bridge Financing Commitment by virtue of the WEF III Equity Investment; expectations with respect to the terms of the WEF III Equity Investment, including the subscription price for, and other terms of, the Strathcona Subscription Receipts thereunder and the timing thereof, including the timing of completion thereof; the treatment of the proceeds of the WEF III Equity Investment; the receipt of the requisite approval of Strathcona Shareholders with respect to the issuance of Strathcona Shares pursuant to the Offer by delivery of a written consent of WEF; the filing of the Registration Statement and other materials with the SEC; Strathcona's intention to request a list of MEG's securityholders from MEG; the expected mailing of the formal offer to purchase and take-over bid circular; and Strathcona's intention to acquire any MEG Shares not deposited under the Offer through a statutory compulsory acquisition, if available, or a subsequent transaction for the purpose of MEG becoming, directly or indirectly, a wholly-owned subsidiary or affiliate of Strathcona, including the consideration expected to be offered thereunder. Although Strathcona believes that the expectations reflected by the forward-looking information presented in this news release are reasonable, the forward-looking information is based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to Strathcona about itself and MEG and the businesses in which they operate. Information used in developing forward-looking information has been acquired from various sources, including third party consultants, suppliers and regulators, among others. The material assumptions used to develop the forward-looking information herein include, but are not limited to: the ability of Strathcona to complete the combination of Strathcona and MEG, pursuant to the Offer or otherwise, integrate Strathcona's and MEG's respective businesses and operations and realize the anticipated strategic, operational and financial benefits synergies from the acquisition of MEG by Strathcona; the conditions of the Offer will be satisfied on a timely basis in accordance with their terms; the anticipated synergies and other anticipated benefits of the Offer will be realized in a manner consistent with Strathcona's expectations; future production rates and estimates of capital and operating costs of the combined company; the combined company's reserves volumes and the net present values thereof; anticipated timing and results of capital expenditures of the combined company; MEG's public disclosure is accurate and that MEG has not failed to publicly disclose any material information respecting MEG, its business, operations, assets, material agreements or otherwise; there will be no material changes to laws and regulations adversely affecting Strathcona's or MEG's operations; and the impact of the current economic climate and financial, political and industry conditions on Strathcona's and MEG's operations will remain consistent with Strathcona's current expectations. All figures and descriptions provided in this news release related to the Offer, including with respect to the consideration payable under the Offer, the reasons for the Offer, the potential benefits to the MEG Shareholders and expected pro forma effects, are based on and assume the following: (a) Strathcona's and MEG's respective dividends, liquidity, debt, credit ratings, debt costs and assets (including reserves and resources) will not change from May 15, 2025, in the case of Strathcona, and from what Strathcona has ascertained from MEG's public filings on SEDAR+ up to and including May 15, 2025, in the case of MEG, and, in the case of reserves and contingent resources, as applicable, those reported by Strathcona and MEG in their respective most recent annual information forms for the year ended December 31, 2024; (b) approximately 254.4 million MEG Shares will be issued and outstanding immediately prior to the date of the Offer and 2.6 million MEG Shares will be issuable pursuant to the exercise, exchange or conversion, as applicable, of the securities of MEG that are exercisable or exchangeable for or convertible into MEG Shares (other than rights under the Shareholder Rights Plan) outstanding immediately prior to the date of the Offer; (c) that all of the MEG Shares will be deposited under the Offer pursuant to the terms thereof or acquired by Strathcona pursuant to a statutory compulsory acquisition, if available, or a subsequent transaction for the purpose of MEG becoming, directly or indirectly, a wholly-owned subsidiary or affiliate of Strathcona; and (d) no other MEG Shares or Strathcona Shares will be issued before the successful completion of the Offer. Assumptions have also been made with respect to future oil and gas prices, differentials and future foreign exchange and interest rates. Although Strathcona believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking information herein will prove to be accurate. Because actual results or outcomes could differ materially from those expressed in any forward-looking information, readers should not place undue reliance on any such forward-looking information. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. In particular, there are certain risks related to the consummation of the Offer and the combination of Strathcona and MEG, and the business and operations of MEG and Strathcona (including the business and operations that are currently being conducted and undertaken by Strathcona and those that are expected to be conducted and undertaken by Strathcona upon consummation of the Offer) including, but not limited to: changes in general economic conditions in Canada, the United States and elsewhere; changes in operating conditions (including as a result of weather patterns); the volatility of prices for oil and natural gas and other commodities; commodity supply and demand; fluctuations in foreign exchange and interest rates; changes or proposed changes in applicable tariff rates; availability of financial resources and/or third-party financing; availability of equipment, materials and personnel; defaults by counterparties under commercial arrangements to which MEG or Strathcona (or any of their respective subsidiaries) is a party; an inability to procure regulatory approvals in a timely manner or on terms satisfactory to Strathcona; new or changing laws and regulations (domestic and foreign); the risk of failure to satisfy the conditions to the Offer; and the risk that the anticipated synergies and other benefits of the Offer may not be realized. In addition, readers are cautioned that the actual results of Strathcona following the successful completion of the Offer may differ materially from the expectations expressed herein as a result of a number of additional risks and uncertainties. Some of these risks, uncertainties and other factors are similar to those faced by other oil and gas companies and some are unique to Strathcona. Strathcona's annual information form for the year ended December 31, 2024 and other documents filed by Strathcona with the applicable Canadian securities regulatory authorities (available under Strathcona's profile on SEDAR+ at further describe risks, material assumptions and other factors that could influence actual results. This news release contains information that may constitute a financial outlook about the prospective financial performance, financial position or cash flows of the company resulting from the combination of Strathcona and MEG, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Any financial outlook included in this news release has been prepared by, and is the responsibility of, management of Strathcona. Readers are cautioned that the assumptions used in the preparation of such financial outlook, although considered reasonable, and reflecting the best estimates and judgments and assumptions that are reasonable in the circumstances, at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on such financial outlook. The actual results, performance and achievements of the combined company could differ materially from those expressed in, or implied by, such financial outlook. Strathcona has included such financial outlook in order to provide readers with a more complete perspective on the combined company's future operations and management's current expectations relating to the combined company's future performance following completion of the Offer. Readers are cautioned that such information may not be appropriate for other purposes. Management approved the financial outlook contained herein as of the date of this news release. The forward-looking information contained in this news release is provided as of the date hereof and Strathcona does not undertake any obligation to update or to revise any of the forward-looking information included herein, except as required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. View original content to download multimedia: SOURCE Strathcona Resources Ltd. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
14-05-2025
- Business
- Cision Canada
Yellow Pages Limited Reports First Quarter 2025 Financial and Operating Results and Declares a Cash Dividend (1) Français
, May 14, 2025 /CNW/ - Yellow Pages Limited (TSX: Y) (the "Company"), a leading Canadian digital media and marketing company, released its operating and financial results today for the quarter ended March 31, 2025. "Our first quarter results show continued steady progress toward revenue stability, good profitability, and a strong cash balance," said David A. Eckert, CEO of Yellow Pages Limited. Eckert commented on the key developments: Progress toward revenue stability."For the fifth consecutive quarter, we report a favorable 'bending of the revenue curve' in Q1, as our rate of change in revenue was better than the change reported for the previous quarter." Solid quarterly earnings. "Our Adjusted EBITDA 2 for the quarter was 23.4% of revenue, even with our continued investments in revenue initiatives, including the steady continued expansion of our sales force." Strong cash balance. "Despite certain significant, seasonal cash disbursements during the quarter, cash still stood at approximately $49 million at the end of April." Sherilyn King, President of Yellow Pages Limited, added, "We continue to be very pleased with our progress on metrics underlying our revenue generation, including the size of our sales force, the continued deceleration of the customer count decline rate, fueled by new customer acquisitions and stable renewal rates, and strong average spend per customer. We believe these fundamentals bode well for our medium- and long-term future. Also, our Board has once again declared a dividend of $0.25 per common share, to be paid on June 16, 2025 to shareholders of record as of May 27, 2025." Financial Highlights (In thousands of Canadian dollars, except percentage information and per share information) (1) The dividend will be designated as an eligible dividend pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends. (2) Adjusted EBITDA is equal to Income from operations before depreciation and amortization and restructuring and other charges (defined herein as Adjusted EBITDA), as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Adjusted EBITDA, Adjusted EBITDA margin, CAPEX, Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin are non-GAAP financial measures and do not have any standardized meaning under IFRS ® Accounting Standards. Therefore, they are unlikely to be comparable to similar measures presented by other public companies. Refer to the section on Non-GAAP financial measures at the end of this document for more details. First Quarter of 2025 Results Total Revenues decreased 7.6% year-over-year and amounted to $50.8 million for the three-month period ended March 31, 2025, an improvement from the decrease of 8.1% reported last quarter. Adjusted EBITDA less CAPEX 1 totalled $11.4 million and the EBITDA less CAPEX margin 1 was 22.5%. Net income amounted to $5.0 million, or to $0.35 diluted income per share. F inancial Results for the First Quarter of 2025 Total revenues for the first quarter ended March 31, 2025 decreased by 7.6% year-over-year and amounted to $50.8 million as compared to $55.0 million for the same period last year. The decrease in revenues is mainly due to the decline of our higher margin digital media and print products and to a lesser extent to our lower margin digital services products, thereby creating pressure on our gross profit margins. Total digital revenues decreased 6.8% year-over-year and amounted to $40.7 million for the three-month period ended March 31, 2025 compared to $43.7 million for the same period last year. The revenue decline is mainly attributable to a decrease in digital customer count, partially offset by an increase in the average spend per customer. Total print revenues decreased 10.5% year-over-year and amounted to $10.1 million for the three-month period ended March 31, 2025. The revenue decline is mainly due to the decrease in the number of print customers while the spend per customer has improved year-over-year driven by price increases. The decline rate for total revenues, digital revenues and print revenues all improved year-over-year. The improvement of the revenue decline rates was mainly due to the deceleration of the customer count decline rate, fueled by an increase in new customer acquisitions, while renewal rates remained relatively stable and an increase in average spend per customer, due in part to price increases. Adjusted EBITDA 1 decreased to $11.9 million or 23.4% of revenues in the first quarter ended March 31, 2025, relative to $15.3 million or 27.8% of revenues for the same period last year. The decrease in Adjusted EBITDA and Adjusted EBITDA margin 1 for the three-month period ended March 31, 2025 is the result of revenue pressures, the ongoing investments in our tele-sales force capacity, and the impact of the Company's share price on cash settled stock-based compensation expense, partially offset by optimization in cost of sales, reductions in other operating costs including reductions in our workforce and associated employee expenses. The revaluation of cash settled stock-based compensation liabilities resulted in a recovery of $1.3 million for the three-month period ended March 31, 2025 compared to a recovery of $1.9 million for the same period last year. Revenue pressures from product mix and investments in our tele-sales force capacity, partially offset by continued optimization and cost reductions, will continue to cause pressure on margins in upcoming quarters. Adjusted EBITDA less CAPEX decreased by $2.9 million to $11.4 million during the first quarter of 2025, compared to $14.3 million during the same period last year. The decrease in Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin for the three-month period ended March 31, 2025 is driven by the decrease in Adjusted EBITDA, partially offset by a decrease in CAPEX spend year-over-year. Net income for the three-month period ended March 31, 2025 amounted to $5.0 million as compared to net income of $8.4 million for the same period last year. The decrease is mainly due to lower Adjusted EBITDA and the increase in restructuring and other charges, partially offset by the decrease in income taxes. Cash flows from operating activities decreased by $2.2 million to $3.3 million for the three-month period ended March 31, 2025 from $5.5 million for the same period last year. The decrease is mainly due to lower Adjusted EBITDA of $3.4 million partially offset by a decrease in funding of post-employment benefit plans of $1.5 million. (1) Adjusted EBITDA is equal to Income from operations before depreciation and amortization and restructuring and other charges (defined herein as Adjusted EBITDA), as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Adjusted EBITDA, Adjusted EBITDA margin, CAPEX, Adjusted EBITDA less CAPEX, Adjusted EBITDA less CAPEX margin are non-GAAP financial measures and do not have any standardized meaning under IFRS Accounting Standards. Therefore, they are unlikely to be comparable to similar measures presented by other public companies. Refer to the section on Non-GAAP financial measures at the end of this document for more details. Conference Call & Webcast Yellow Pages Limited will hold an analyst and media call and simultaneous webcast at 8:30 a.m. (Eastern Time) on May 14, 2025 to discuss first quarter 2025 results. The call may be accessed by dialing 416-695-6725 within the Toronto area, or 1-866-696-5910 outside of Toronto, Passcode 4418135#. Please be prepared to join the conference at least 5 minutes prior to the conference start time. The call will be simultaneously webcast on the Company's website at: The conference call will be archived in the Investors section of the site at: About Yellow Pages Limited Yellow Pages Limited (TSX: Y) is a Canadian digital media and marketing company that creates opportunities for buyers and sellers to interact and transact in the local economy. Yellow Pages holds some of Canada's leading local online properties including Canada411 and The Company also holds the YP, Canada411 and 411 mobile applications and Yellow Pages print directories. For more information visit Caution Concerning Forward-Looking Statements T his press release contains forward-looking statements about the objectives, strategies, financial conditions and results of operations and businesses of YP (including, without limitation, payment of a cash dividend per share per quarter to its common shareholders). These statements are forward-looking as they are based on our current expectations, as at May 13, 2025, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 5 of our May 13, 2025 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. Non-GAAP Financial Measures A djusted EBITDA and Adjusted EBITDA margin In order to provide a better understanding of the results, the Company uses the terms Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA is equal to Income from operations before depreciation and amortization and restructuring and other charges (defined herein as Adjusted EBITDA), as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Adjusted EBITDA margin is defined as the percentage of Adjusted EBITDA to revenues. Adjusted EBITDA and Adjusted EBITDA margin are not performance measures defined under IFRS Accounting Standards and are not considered an alternative to income from operations or net income in the context of measuring Yellow Pages performance. Adjusted EBITDA and Adjusted EBITDA margin do not have a standardized meaning under IFRS Accounting Standards and are therefore not likely to be comparable to similar measures used by other publicly traded companies. Adjusted EBITDA and Adjusted EBITDA margin should not be used as exclusive measures of cash flow since they do not account for the impact of working capital changes, income taxes, interest payments, pension funding, capital expenditures, debt principal reductions and other sources and uses of cash, which are disclosed on page 10 of our May 13, 2025 MD&A. Management uses Adjusted EBITDA and Adjusted EBITDA margin to evaluate the performance of its business as it reflects its ongoing profitability. Management believes that certain investors and analysts use Adjusted EBITDA and Adjusted EBITDA margin to measure a company's ability to service debt and to meet other payment obligations or as common measurement to value companies in the media and marketing solutions industry as well as to evaluate the performance of a business. A djusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin The Company also uses Adjusted EBITDA less CAPEX, which is defined as Adjusted EBITDA, as defined above, less CAPEX which we define as additions to intangible assets and additions to property and equipment as reported in the Investing Activities section of the Company's consolidated statements of cash flows. Adjusted EBITDA less CAPEX margin is defined as the percentage of Adjusted EBITDA less CAPEX to revenues. Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin are non-GAAP financial measures and do not have any standardized meaning under IFRS Accounting Standards. Therefore, are unlikely to be comparable to similar measures presented by other publicly traded companies. We use Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin to evaluate the performance of our business as it reflects cash generated from business activities. We believe that certain investors and analysts use Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin to evaluate the performance of businesses in our industry. The most comparable financial measure under IFRS Accounting Standards to Adjusted EBITDA less CAPEX is Income from operations before depreciation and amortization and restructuring and other charges (defined above as Adjusted EBITDA) as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Refer to table below for reconciliation of Adjusted EBITDA less CAPEX. For the three-month periods March 31, 2025 2024 Income from operations before depreciation and amortization and restructuring and other charges (Adjusted EBITDA) $ 11,885 $ 15,297 CAPEX 473 986 Total Adjusted EBITDA less CAPEX $ 11,412 $ 14,311 SOURCE Yellow Pages Limited
Yahoo
14-05-2025
- Business
- Yahoo
Yellow Pages Limited Reports First Quarter 2025 Financial and Operating Results and Declares a Cash Dividend (1)
MONTREAL, May 14, 2025 /CNW/ - Yellow Pages Limited (TSX: Y) (the "Company"), a leading Canadian digital media and marketing company, released its operating and financial results today for the quarter ended March 31, 2025. "Our first quarter results show continued steady progress toward revenue stability, good profitability, and a strong cash balance," said David A. Eckert, CEO of Yellow Pages Limited. Eckert commented on the key developments: Progress toward revenue stability. "For the fifth consecutive quarter, we report a favorable 'bending of the revenue curve' in Q1, as our rate of change in revenue was better than the change reported for the previous quarter." Solid quarterly earnings. "Our Adjusted EBITDA2 for the quarter was 23.4% of revenue, even with our continued investments in revenue initiatives, including the steady continued expansion of our sales force." Strong cash balance. "Despite certain significant, seasonal cash disbursements during the quarter, cash still stood at approximately $49 million at the end of April." Sherilyn King, President of Yellow Pages Limited, added, "We continue to be very pleased with our progress on metrics underlying our revenue generation, including the size of our sales force, the continued deceleration of the customer count decline rate, fueled by new customer acquisitions and stable renewal rates, and strong average spend per customer. We believe these fundamentals bode well for our medium- and long-term future. Also, our Board has once again declared a dividend of $0.25 per common share, to be paid on June 16, 2025 to shareholders of record as of May 27, 2025." Financial Highlights(In thousands of Canadian dollars, except percentage information and per share information) Yellow Pages Limited For the three-month periodsended March 31,2025 2024 Revenues $50,808 $54,971 Adjusted EBITDA2 $11,885 $15,297 Adjusted EBITDA margin2 23.4 % 27.8 % Income before income taxes $6,661 $11,369 Net income $4,963 $8,395 Basic income per share $0.37 $0.62 Diluted income per share $0.35 $0.61 CAPEX2 $473 $986 Adjusted EBITDA less CAPEX2 $11,412 $14,311 Adjusted EBITDA less CAPEX margin2 22.5 % 26.0 % Cash flows from operating activities $3,278 $5,454(1) The dividend will be designated as an eligible dividend pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends. (2) Adjusted EBITDA is equal to Income from operations before depreciation and amortization and restructuring and other charges (defined herein as Adjusted EBITDA), as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Adjusted EBITDA, Adjusted EBITDA margin, CAPEX, Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin are non-GAAP financial measures and do not have any standardized meaning under IFRS® Accounting Standards. Therefore, they are unlikely to be comparable to similar measures presented by other public companies. Refer to the section on Non-GAAP financial measures at the end of this document for more details. First Quarter of 2025 Results Total Revenues decreased 7.6% year-over-year and amounted to $50.8 million for the three-month period ended March 31, 2025, an improvement from the decrease of 8.1% reported last quarter. Adjusted EBITDA less CAPEX1 totalled $11.4 million and the EBITDA less CAPEX margin1 was 22.5%. Net income amounted to $5.0 million, or to $0.35 diluted income per share. Financial Results for the First Quarter of 2025 Total revenues for the first quarter ended March 31, 2025 decreased by 7.6% year-over-year and amounted to $50.8 million as compared to $55.0 million for the same period last year. The decrease in revenues is mainly due to the decline of our higher margin digital media and print products and to a lesser extent to our lower margin digital services products, thereby creating pressure on our gross profit margins. Total digital revenues decreased 6.8% year-over-year and amounted to $40.7 million for the three-month period ended March 31, 2025 compared to $43.7 million for the same period last year. The revenue decline is mainly attributable to a decrease in digital customer count, partially offset by an increase in the average spend per customer. Total print revenues decreased 10.5% year-over-year and amounted to $10.1 million for the three-month period ended March 31, 2025. The revenue decline is mainly due to the decrease in the number of print customers while the spend per customer has improved year-over-year driven by price increases. The decline rate for total revenues, digital revenues and print revenues all improved year-over-year. The improvement of the revenue decline rates was mainly due to the deceleration of the customer count decline rate, fueled by an increase in new customer acquisitions, while renewal rates remained relatively stable and an increase in average spend per customer, due in part to price increases. Adjusted EBITDA1 decreased to $11.9 million or 23.4% of revenues in the first quarter ended March 31, 2025, relative to $15.3 million or 27.8% of revenues for the same period last year. The decrease in Adjusted EBITDA and Adjusted EBITDA margin1 for the three-month period ended March 31, 2025 is the result of revenue pressures, the ongoing investments in our tele-sales force capacity, and the impact of the Company's share price on cash settled stock-based compensation expense, partially offset by optimization in cost of sales, reductions in other operating costs including reductions in our workforce and associated employee expenses. The revaluation of cash settled stock-based compensation liabilities resulted in a recovery of $1.3 million for the three-month period ended March 31, 2025 compared to a recovery of $1.9 million for the same period last year. Revenue pressures from product mix and investments in our tele-sales force capacity, partially offset by continued optimization and cost reductions, will continue to cause pressure on margins in upcoming quarters. Adjusted EBITDA less CAPEX decreased by $2.9 million to $11.4 million during the first quarter of 2025, compared to $14.3 million during the same period last year. The decrease in Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin for the three-month period ended March 31, 2025 is driven by the decrease in Adjusted EBITDA, partially offset by a decrease in CAPEX spend year-over-year. Net income for the three-month period ended March 31, 2025 amounted to $5.0 million as compared to net income of $8.4 million for the same period last year. The decrease is mainly due to lower Adjusted EBITDA and the increase in restructuring and other charges, partially offset by the decrease in income taxes. Cash flows from operating activities decreased by $2.2 million to $3.3 million for the three-month period ended March 31, 2025 from $5.5 million for the same period last year. The decrease is mainly due to lower Adjusted EBITDA of $3.4 million partially offset by a decrease in funding of post-employment benefit plans of $1.5 million. (1) Adjusted EBITDA is equal to Income from operations before depreciation and amortization and restructuring and other charges (defined herein as Adjusted EBITDA), as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Adjusted EBITDA, Adjusted EBITDA margin, CAPEX, Adjusted EBITDA less CAPEX, Adjusted EBITDA less CAPEX margin are non-GAAP financial measures and do not have any standardized meaning under IFRS Accounting Standards. Therefore, they are unlikely to be comparable to similar measures presented by other public companies. Refer to the section on Non-GAAP financial measures at the end of this document for more Call & Webcast Yellow Pages Limited will hold an analyst and media call and simultaneous webcast at 8:30 a.m. (Eastern Time) on May 14, 2025 to discuss first quarter 2025 results. The call may be accessed by dialing 416-695-6725 within the Toronto area, or 1-866-696-5910 outside of Toronto, Passcode 4418135#. Please be prepared to join the conference at least 5 minutes prior to the conference start time. The call will be simultaneously webcast on the Company's website at: The conference call will be archived in the Investors section of the site at: About Yellow Pages Limited Yellow Pages Limited (TSX: Y) is a Canadian digital media and marketing company that creates opportunities for buyers and sellers to interact and transact in the local economy. Yellow Pages holds some of Canada's leading local online properties including Canada411 and The Company also holds the YP, Canada411 and 411 mobile applications and Yellow Pages print directories. For more information visit Caution Concerning Forward-Looking Statements This press release contains forward-looking statements about the objectives, strategies, financial conditions and results of operations and businesses of YP (including, without limitation, payment of a cash dividend per share per quarter to its common shareholders). These statements are forward-looking as they are based on our current expectations, as at May 13, 2025, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 5 of our May 13, 2025 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA margin In order to provide a better understanding of the results, the Company uses the terms Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA is equal to Income from operations before depreciation and amortization and restructuring and other charges (defined herein as Adjusted EBITDA), as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Adjusted EBITDA margin is defined as the percentage of Adjusted EBITDA to revenues. Adjusted EBITDA and Adjusted EBITDA margin are not performance measures defined under IFRS Accounting Standards and are not considered an alternative to income from operations or net income in the context of measuring Yellow Pages performance. Adjusted EBITDA and Adjusted EBITDA margin do not have a standardized meaning under IFRS Accounting Standards and are therefore not likely to be comparable to similar measures used by other publicly traded companies. Adjusted EBITDA and Adjusted EBITDA margin should not be used as exclusive measures of cash flow since they do not account for the impact of working capital changes, income taxes, interest payments, pension funding, capital expenditures, debt principal reductions and other sources and uses of cash, which are disclosed on page 10 of our May 13, 2025 MD&A. Management uses Adjusted EBITDA and Adjusted EBITDA margin to evaluate the performance of its business as it reflects its ongoing profitability. Management believes that certain investors and analysts use Adjusted EBITDA and Adjusted EBITDA margin to measure a company's ability to service debt and to meet other payment obligations or as common measurement to value companies in the media and marketing solutions industry as well as to evaluate the performance of a business. Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin The Company also uses Adjusted EBITDA less CAPEX, which is defined as Adjusted EBITDA, as defined above, less CAPEX which we define as additions to intangible assets and additions to property and equipment as reported in the Investing Activities section of the Company's consolidated statements of cash flows. Adjusted EBITDA less CAPEX margin is defined as the percentage of Adjusted EBITDA less CAPEX to revenues. Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin are non-GAAP financial measures and do not have any standardized meaning under IFRS Accounting Standards. Therefore, are unlikely to be comparable to similar measures presented by other publicly traded companies. We use Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin to evaluate the performance of our business as it reflects cash generated from business activities. We believe that certain investors and analysts use Adjusted EBITDA less CAPEX and Adjusted EBITDA less CAPEX margin to evaluate the performance of businesses in our industry. The most comparable financial measure under IFRS Accounting Standards to Adjusted EBITDA less CAPEX is Income from operations before depreciation and amortization and restructuring and other charges (defined above as Adjusted EBITDA) as shown in Yellow Pages Limited's interim condensed consolidated statements of income. Refer to table below for reconciliation of Adjusted EBITDA less CAPEX. Adjusted EBITDA less CAPEX(In thousands of Canadian dollars, except percentage information) For the three-month periods March 31, 2025 2024 Income from operations before depreciation and amortization and restructuring and other charges (Adjusted EBITDA) $ 11,885 $ 15,297 CAPEX473986 Total Adjusted EBITDA less CAPEX $ 11,412 $ 14,311 SOURCE Yellow Pages Limited View original content:
