ADF Group Inc.TSX: DRX

ADF GROUP INC. maintains its profitability and further improves its financial position

· Issued by ADF Group Inc. via CNW

FINANCIAL HIGHLIGHTS FOR THE SECOND QUARTER ENDED JULY 31, 2011

All results are disclosed in accordance with the new International Financial Reporting Standards ("IFRS").

  • Revenues amounted to $13.1 million, posting a slight increase over the same quarter of the 2011 fiscal year.
  • ADF Group closed the quarter with net earnings comparable to those for the second quarter of the 2011 fiscal year, being $0.8 million or $0.02 per share (basic and diluted).
  • The Corporation declares the payment of a second semi-annual dividend for the 2012 fiscal year.

TERREBONNE, QC, Sept. 7, 2011 /CNW Telbec/ - ADF GROUP INC. ("ADF" or the "Corporation") (TSX: DRX) closed the second quarter of the 2012 fiscal year with revenues of $13.1 million, posting a slight increase over the same quarter of the 2011 fiscal year, despite an appreciation of approximately 7% in the Canadian dollar against the U.S. dollar between the two reporting periods. For the six-month period ended July 31, 2011, ADF Group recorded year-to-date revenues of $26.3 million, compared with $26.6 million the previous year.

The second-quarter gross profit margin as a percentage of revenues was 24%, being the same level as in the corresponding quarter of the previous year, whereas the gross margin for the six-month period ended July 31, 2011 also stood at 24% compared with 26% a year earlier.

ADF posted second-quarter net earnings of $0.8 million or $0.02 per share (basic and diluted), which compares to those for the second-quarter of the previous year. For the first six month period, net earnings amounted to $1.9 million or $0.06 per share (basic and diluted), compared with $2.8 million or $0.08 per share (basic and diluted) for the first half of the previous year. Besides the negative impact of currency fluctuations and a different revenue mix, this decline is attributable to the non-recurrence of certain favourable items recognized last year, the realization of lower exchange gains than the previous year and a higher tax rate.

The Corporation's operating activities provided cash flows of $4.2 million in the second quarter and $9.3 million for the first six months ended July 31, 2011. As at July 31, 2011, the Corporation had working capital of $42.2 million, including short-term available liquidities (cash, cash equivalents and short-term investments) of $27.8 million. Therefore, available liquidities exceeded ADF Group's total debt by $20.7 million, placing the Corporation in a solid position to support its ongoing operations, pursue its development projects and remunerate its shareholders in accordance with the dividend payment policy implemented at the beginning of fiscal 2012.

Dividend

The Corporation announces today the payment of a second semi-annual dividend of $0.01 per subordinate and multiple voting shares, which will be paid on October 17, 2011 to shareholders of record as at September 22, 2011.

Outlook

As at July 31, 2011, ADF Group's order backlog stood at $53 million, the execution schedule of which should extend until the end of the second quarter of the Corporation's 2013 fiscal year.

Jean Paschini, Chairman of the Board and Chief Executive Officer indicated that "although current economic conditions are still a concern in the United States, the major mandates on which we are presently working as part of the restoration of the World Trade Center, in New York City, will provide a stream of profits for ADF Group over the next quarters".

In the near term, in order to replenish its order backlog, the Corporation will be mostly focusing its development efforts on the Canadian market where the economic outlook is more favourable. The joint venture to set up a fabrication plant in Manitoba is proceeding as planned and the Corporation is confident that this facility will be operational in 2012. The Corporation also remains on the lookout for business opportunities in the public and industrial infrastructures segments in Eastern Canada, including in Quebec.

About ADF Group Inc.

ADF Group Inc. is a North American leader in the design and engineering of connections, fabrication and installation of complex steel structures, heavy steel built-ups, as well as miscellaneous and architectural metals for the non-residential construction industry. ADF is one of the few players in the industry capable of handling highly technically complex mega projects on fast-track schedules in the commercial, institutional, industrial and public sectors.

Forward-Looking Information

This press release contains forward-looking statements reflecting ADF objectives and expectations. These statements are identified by the use of verbs such as "expect" as well as by the use of future or conditional tenses. By their very nature these types of statements involve risks and uncertainty. Consequently, reality may differ from ADF's expectations.

Transition to International Financial Reporting Standards (IFRS)

All financial information, including comparative figures pertaining to ADF Group's 2011 results, has been prepared in accordance with IFRS. In previous periods, the Corporation prepared its consolidated financial statements and interim financial statements in accordance with Canadian generally accepted accounting principles ("Previous GAAP"), in effect prior to February 1, 2011. Comparative figures presented pertaining to ADF's results have been restated to be in accordance with IFRS. A reconciliation of net income, gross margin and EBITDA reported under the previous GAAP and the IFRS is provided in the table below:

2011 Fiscal Year
AnnualQ4Q3Q2Q1
12 months
ended
2011.01.31
3 months
ended
2011.01.31
3 months
ended
2010.10.31
3 months
ended
2010.07.31
3 months
ended
2010.04.30
(In thousands of CA$)$$$$$
Net Income
Previous GAAP3,7431,0376308781,198
Impact of IFRS standards, after income taxes
-Exchange differences on translation of foreign operations1,623639308(70)746
-Share-based compensation514(28)3144
-Amortization of property, plant and equipment and intangible assets(26)(6)(7)(6)(7)
1,648637273(45)783
IFRS5,3911,6749038331,981
Gross Margin
Previous GAAP17,0725,1463,4953,8504,581
Impact of IFRS standards :
-Reclassification of amortization of property, plant and equipment and intangible assets(2,936)(735)(739)(782)(680)
IFRS14,1364,4112,7563,0683,901
Gross Margin (as a % of revenues)
Previous GAAP31%34%26%30%34%
IFRS26%29%20%24%29%
EBITDA1
Previous GAAP10,8713,1222,0692,5253,155
Impact of IFRS standards :
-Share-based compensation514(28)3144
IFRS10,9223,1262,0412,5563,199

Non-IFRS Measures

EBITDA is not a performance measure recognized by IFRS standards, and is not likely to be comparable to similar measures presented by other issuers. Management, as well as investors, consider this to be useful information to assist them in assessing the Corporation's profitability and ability to generate funds to finance its operations.

All amounts are in Canadian dollars, unless otherwise indicated.

CONFERENCE CALL WITH INVESTORS
TO DISCUSS ADF GROUP'S RESULTS
FOR THE SECOND QUARTER ENDED JULY 31, 2011
September 7, 2011 at 10:00 a.m. (Montreal Time)
To participate in the conference call, please dial 1-877-974-0445 a few minutes before the start of the call.
For those unable to participate, a taped rebroadcast will be available from September 7, 2011 at 1:00 p.m.
until midnight September 14, 2011, by dialing 1-877-289-8525; access code 4466244#.
The conference call (audio) will also be available at www.adfgroup.com
Members of the media are invited to listen in.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
3 Months6 Months
Periods Ended July 31,2011201020112010
(In thousands of CA$, except for per-share amounts)$$$$

Revenues

13,11812,96726,34726,608

Cost of goods sold

9,9959,89920,11819,639

Gross margin

3,1233,0686,2296,969

Selling and administrative expenses

1,4471,4203,3392,898

Financial revenues

(113)(160)(208)(182)

Finance charges

59124119196

Foreign exchange loss (gain)

17172(738)(995)
1,4101,5562,5121,917
Income before income tax expense1,7131,5123,7175,052
Income tax expense9396791,8622,238
Net income for the period7748331,8552,814
Earnings per share
Basic and diluted per share0.020.020.060.08
Average number of outstanding shares (in thousands)32,78734,33532,78134,413
Average number of outstanding diluted shares (in thousands)33,37634,98433,36535,165
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
3 Months6 Months
Periods Ended July 31,2011201020112010
(In thousands of CA$)$$$$

Net income for the period

7748331,8552,814

Other comprehensive income

Exchange differences on translation of foreign operations22976(1,266)(673)

Comprehensive income for the period

1,0039095892,141
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
Capital
stock
Contributed
surplus
Accumulated
other
comprehensive
income
Retained
income
Total
(In thousands of CA$)$$$$$
Balance, February 1, 201075,4363,65914413,34892,587

Net income for the period

———2,8142,814
Other comprehensive income for the period——(673)—(673)
Comprehensive income for the period——(673)2,8142,141
Share-base compensation—113——113
Options exercised257(93)——164
Subordinate voting share redemption(4,224)1,438——(2,786)
Balance, July 31, 201071,4695,117(529)16,16292,219
Capital
stock
Contributed
surplus
Accumulated
other
comprehensive
income
Retained
income
Total
(In thousands of CA$)$$$$$
Balance, February 1, 201170,0325,740(1,477)18,73993,034

Net income for the period

———1,8551,855
Other comprehensive income for the period——(1,266)—(1,266)
Comprehensive income for the period——(1,266)1,855589
Share-base compensation—71——71
Options exercised20(7)——13
Dividends———(328)(328)
Balance, July 31, 201170,0525,804(2,743)20,26693,379

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

AS AT

July 31, 2011January 31, 2011
(In thousands of CA$)$$

ASSETS

Current assets
Cash and cash equivalents22,20318,677
Short-term investments5,5802,787
Accounts receivable14,05322,215
Holdbacks on contracts4,562167
Work in progress1,436403
Inventories3,7783,865
Prepaid expenses and other current assets1,298985
Derivative financial instruments201741
Total current assets53,11149,840

Non-current assets

Holdbacks on contracts—3,562
Property, plant and equipment45,93546,871
Intangible assets2,5862,601
Other non-current assets2,8502,852
Deferred income tax assets4,7716,960

Total assets

109,253112,686

LIABILITIES

Current liabilities
Accounts payable and other current liabilities6,1385,365
Income tax liabilities194159
Deferred revenues2,0224,994
Derivative financial instruments13645
Current portion of long-term debt2,4002,513
Total current liabilities10,89013,076
Non-current liabilities
Long-term debt4,6826,151
Deferred income tax liabilities302425
Total liabilities15,87419,652

SHAREHOLDERS' EQUITY

Retained income20,26618,739
Accumulated other comprehensive income(2,743)(1,477)
17,52317,262
Capital stock70,05270,032
Contributed surplus5,8045,740
Total shareholders' equity93,37993,034
Total liabilities and shareholders' equity109,253112,686
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
3 Months6 Months
Periods Ended July 31,2011201020112010
(In thousands of CA$)$$$$
OPERATING ACTIVITIES
Net income7748331,8552,814
Non-cash items:
Amortization of property, plant and equipment7628271,5541,519
Amortization of intangible assets8981178165
Gain on disposal of property, plant and equipment―――(52)
Unrealized gain on derivative financial instruments857701631322
Non-cash exchange (gain) loss(41)117(230)(343)
Share-based compensation125771113
Income tax expense9396791,8622,238
Financial revenues(113)(160)(208)(182)
Finance charges59124119196
Net income adjusted for non-cash items3,3383,2595,8326,790
Changes in non-cash working capital items670(3,474)3,631(6,575)
Income tax expense received (paid)194―(174)(191)

Cash flows from (used in) operating activities

4,202(215)9,28924
INVESTING ACTIVITIES
(Acquisition) disposal of short-term investments(23)4,065(2,928)3,934
Acquisition of property, plant and equipment(609)(504)(638)(2,153)
Acquisition of intangible assets(75)(80)(163)(200)
Reduction in other non-current assets―114
Interest received13364210158
Cash flows from (used in) investing activities(574)3,546(3,518)1,743
FINANCING ACTIVITIES
Issuance of long-term debt―――4,370
Repayment of long-term debt(619)(656)(1,219)(1,067)
Issuance of subordinate voting shares13213164
Redemption of subordinate voting shares―(2,636)―(2,786)
Dividends paid(328)―(328)―
Interest paid on the interest rate swap(8)―(17)―
Interest paid(49)(60)(102)(121)
Cash flows from (used in) financing activities(991)(3,350)(1,653)560
Impact of fluctuations in foreign exchange rate on cash17277(592)(137)
Net increase in cash and cash equivalents2,809583,5262,190
Cash and cash equivalents, beginning of period19,3947,90218,6775,770
Cash and cash equivalents, end of period22,2037,96022,2037,960

The following table sets out in detail the components of the "Changes in non-cash working capital items":

3 Months6 Months
Periods ended July 31,2011201020112010
(In thousands of CA$)$$$$
Accounts receivable8,102(6,047)7,353(11,098)
Holdbacks on contracts(1,036)(299)(1,031)1,174
Income tax140(81)128334
Work in progress(910)887(1,076)675
Inventories145(191)87(586)
Prepaid expenses and other current assets(589)111(316)(475)
Accounts payable and other current liabilities1,0341301,2671,852
Deferred revenues(6,216)2,016(2,781)1,549
Changes in non-cash working capital items670(3,474)3,631(6,575)

Financing and investing activities without impact on cash were nil as at July 31, 2011, and $139,000 as at July 31, 2010, relating to the disposal of property, plant and equipment given in exchange for new ones.

For the purpose of the Consolidated Statements of Cash Flows, cash and cash equivalents are disclosed as follows:

As at

July 31, 2011January 31, 2011
(In thousands of CA$)$$
Cash22,20315,918
Cash equivalents - term deposits―2,759
22,20318,677

Segmented Information

The Corporation operates in the non-residential construction sector, primarily in the United States and Canada. Its operations include the connections design and engineering, fabrication and installation of complex steel structures, heavy steel built-ups, as well as miscellaneous and architectural metalwork.

3 Months6 Months
Periods ended July 31,2011201020112010
(In thousands of CA$)$$$$
Revenues
Canada250123475563
United States12,86812,84425,87226,045
13,11812,96726,34726,608

As at

July 31, 2011January 31, 2011
(In thousands of CA$)$$
Property, Plant and Equipment
Canada45,29746,767
United States638104
45,93546,871

All intangible assets and investment tax credits included under "Other non-current assets" at, January 31, 2011 and July 31, 2011, originated from Canada.

During the six-month period ended July 31, 2011, one client accounted for 94% of the Corporation's revenues (one client accounted for 90% of the revenues during the six-month period ended July 31, 2010), and therefore accounted for more than 10% of revenues.

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