ADF Group Inc.TSX: DRX

Results for the Fiscal Year Ended January 31, 2012

· Issued by ADF Group Inc. via CNW

TERREBONNE, QC, April 12, 2012 /CNW Telbec/ - ADF Group Inc. ("ADF" or the "Corporation") (TSX: DRX) recorded revenues of $48.4 million for the 2012 fiscal year compared with $55.3 million the previous fiscal year. This decrease reflects the economic conditions prevailing in the Corporation's markets. In addition, during the fourth quarter ended January 31, 2012, the Corporation recorded a backcharge from its client relating to a project at the World Trade Center in New York. U.S.A., which reduced the revenues previously recognized by about $3.5 million, thereby reducing the gross margin by the same amount.

The gross margin in dollar value declined during the 2012 fiscal year compared with the 2011 fiscal year, which is in line with the revenue decrease. As a percentage of revenues, the gross margin decreased from 25.6% during the fiscal year ended January 31, 2011 to 19.2% in fiscal 2012. This decrease is also explained by the new contracts awarded during the 2012 fiscal year, which generate lower profit margins than those posted by ADF in previous years.

Net income for the fiscal year ended January 31, 2012, amounted to $1.8 million or $0.06 basic per share ($0.05 diluted per share), compared with a net income of $5.4 million or $0.16 per share (basic and diluted) in 2011. In addition to the factors previously mentioned, this decline reflects the foreign exchange variations, which generated a lesser gain during the 2012 fiscal year than in 2011 year, whereas the profit mix generated mostly by the Corporation's U.S. subsidiaries, was subject to a higher tax rate than in recent years.

As at January 31, 2012, the Corporation had $24.5 million in liquidities (consisting of cash, cash equivalents and short-term investments), up by 14% from the previous year, exceeding ADF Group's total debt by $18.3 million.

Cash flows provided by operations allowed to further improve the financial position of the Corporation, which, as at January 31, 2012, had $42.6 million in working capital, up by 15.9% compared with 2011.

Outlook

During the 2012 fiscal year, ADF Group obtained various mandates in Canada. Although carrying lower profit margins than the major projects executed in previous years, these new contracts enabled the Corporation to increase its fabrication capacity utilization rate and make use of its qualified labour force. ADF Group's order backlog was valued at $48 million as at January 31, 2012.

"We will be active on the Canadian market where the short-term outlook is brighter than in the United States. We are primarily targeting industrial facilities in Western Canada, and public infrastructures in Ontario and Quebec. To this end, we have recently invested in the acquisition of specialized equipment to enhance our competitiveness in the construction and rehabilitation of bridges" said Mr. Jean Paschini, Chairman of the Board and Chief Executive Officer.

Management foresees that the launch of new major projects in the commercial and industrial sectors in the United States will continue to incur some delays in the short-term. Prospects for the U.S. public infrastructures market are more encouraging. In fact, the current state of public infrastructures will require important investments in the near future.

"In light of this opportunity, we are analyzing the possibilities to set up a fabrication plant in the United States, which would give us access to this market, and provide us with a greater market access south of the border. Over the medium and long term, the American market will remain ADF's target market" added Mr. Paschini.

"We are confident as we look to ADF Group's future, considering the Corporation's healthy financial position, its leading expertise and the quality of its assets" concluded Mr. Paschini.

Dividend

The Corporation's Board of Directors approved a semi-annual dividend payment. Consequently, ADF Group announces the payment of a semi-annual dividend of $0.01 per share, payable on May 17, 2012 to shareholders of record as at April 30, 2012.

Annual Meeting of Shareholders

ADF Group Inc. Annual Meeting of Shareholders will be held on:

Date:Wednesday, June 13, 2012
Time:11:00 a.m.
Place:Hilton Montreal-Laval Hotel
Laval, Quebec

Financial results for the first quarter ending April 30, 2012, will also be disclosed at the Corporation's shareholders' meeting.

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 nonresidential 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.

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 fiscal year ended January 31, 2012
Thursday April 12, 2012 at 10:00 a.m. (Montreal Time)
To participate in the conference call, please dial 1-888-231-8191 a few minutes before the start of the call.
For those unable to participate, a taped rebroadcast will be available from
April 12, 2012 at 1:00 p.m. until midnight April 19, 2012,
by dialing 1-855-859-2056 ; access code 66290573
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

Fiscal Years Ended January 31,20122011
(In thousands of Canadian dollars and in dollars per share)$$
Revenues48,43155,268
Cost of goods sold39,12841,132
Gross Margin9,30314,136
Selling and administrative expenses6,6906,598
Financial revenue(345)(293)
Financial expenses233392
Foreign exchange gain(1,043)(2,486)
5,5354,211
Income before income tax expense3,7689,925
Income tax expense1,9564,534
Net income for the year1,8125,391
Earnings per share
Basic per share0.060.16
Diluted per share0.050.16
Average number of outstanding shares (in thousands)32,77133,642
Average number of outstanding diluted shares (in thousands)33,30934,301

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years Ended January 31,20122011
(In thousands of Canadian dollars)$$
Net income for the year1,8125,391
Other comprehensive income:
Exchange differences on translation of foreign operations (a)(53)(1,621)
Changes in value of available-for-sale financial assets (b)(56)—
(109)(1,621)
Comprehensive income for the year1,7033,770
(a)Net of hedging activities and of $24,000 in related income taxes for the fiscal year ended January 31, 2012 (nil for the fiscal year ended January 31, 2011).
(b)Net of $9,000 in related income taxes.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Capital StockContributed
Surplus
Accumulated
Other
Comprehensive
Income
Retained
Income
Total
(In thousands of Canadian dollars)$$$$$
Balance, February 1, 201075,4363,65914413,34892,587
Net income for the year———5,3915,391
Other comprehensive income——(1,621)—(1,621)
Comprehensive income for the year——(1,621)5,3913,770
Share-based compensation—237——237
Options exercised277(101)——176
Subordinate voting share redemption(5,681)1,945——(3,736)
Balance, January 31, 201170,0325,740(1,477)18,73993,034
Capital StockContributed
Surplus
Accumulated
Other
Comprehensive
Income
Retained
Income
Total
(In thousands of Canadian dollars)$$$$$
Balance, February 1, 201170,0325,740(1,477)18,73993,034
Net income for the year———1,8121,812
Other comprehensive income——(109)—(109)
Comprehensive income for the year——(109)1,8121,703
Share-based compensation—107——107
Options exercised20(7)——13
Subordinate voting share redemption(966)528——(438)
Dividends———(656)(656)
Balance, January 31, 201269,0866,368(1,586)19,89593,763

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As atJanuary 31, 2012January 31, 2011February 1, 2010
(In thousands of Canadian dollars)$$$
ASSETS
Current assets
Cash and cash equivalents18,97618,6775,770
Short-term investments5,5622,78711,652
Accounts receivable14,18922,21513,421
Holdbacks on contracts5,0821672,692
Work in progress5,2634031,574
Inventories3,6133,8653,093
Income tax assets——442
Prepaid expenses and other current assets7829852,299
Derivative financial instruments—741832
Total current assets53,46749,84041,775
Non-current assets
Holdbacks on contracts—3,5621,297
Property, plant and equipment45,08946,87147,438
Intangible assets2,6182,6012,590
Other non-current assets2,7962,8522,312
Deferred income tax assets4,5496,96011,569
Total assets108,519112,686106,981
LIABILITIES
Current liabilities
Accounts payable and other current liabilities5,5515,3655,649
Income tax liabilities77159—
Deferred revenues2,6184,9941,274
Derivative financial instruments7545—
Current portion of long-term debt2,5262,5132,422
Total current liabilities10,84713,0769,345
Non-current liabilities
Long-term debt3,6766,1514,645
Deferred income tax liabilities233425404
Total liabilities14,75619,65214,394
SHAREHOLDERS' EQUITY
Retained income19,89518,73913,348
Accumulated other comprehensive income(1,586)(1,477)144
18,30917,26213,492
Capital stock69,08670,03275,436
Contributed surplus6,3685,7403,659
Total shareholders' equity93,76393,03492,587
Total liabilities and shareholders' equity108,519112,686106,981

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Years Ended January 31,20122011
(In thousands of Canadian dollars)$$
OPERATING ACTIVITIES
Net income for the year1,8125,391
Non-cash items:
Amortization of property, plant and equipment3,0633,045
Amortization of intangible assets356339
Loss (gain) on disposal of property, plant and equipment8(52)
Unrealized loss on derivative financial instruments771136
Non-cash exchange gain(63)(600)
Share-based compensation107237
Income tax expense1,9564,534
Financial revenue(345)(293)
Financial expenses233392
Net income adjusted for non-cash items7,89813,129
Changes in non-cash working capital items (1)243(4,324)
Income tax expense paid(15)(393)
Cash flows from (used in) operating activities8,1268,412
INVESTING ACTIVITIES
(Acquisition) disposal of short-term investments(2,807)8,596
Net acquisition of property, plant and equipment(1,230)(2,302)
Acquisition of intangible assets(373)(350)
Reduction in other non-current assets(9)(4)
Interest received380629
Cash flows from (used in) investing activities(4,039)6,569
FINANCING ACTIVITIES
Issuance of long-term debt—4,370
Repayment of long-term debt(2,491)(2,333)
Issuance of subordinate voting shares13176
Redemption of subordinate voting shares(438)(3,736)
Dividends paid(656)—
Interest paid on the interest rate swap(33)(35)
Interest paid(199)(290)
Cash flows from (used in) financing activities(3,804)(1,848)
Impact of fluctuations in foreign exchange rate on cash16(226)
Net increase in cash and cash equivalents29912,907
Cash and cash equivalents, beginning of year18,6775,770
Cash and cash equivalents, end of year (2)18,97618,677
Non-cash financing and investing activities were as follows:
Obligation under a capital lease37134
Property, plant and equipment given in exchange for new property, plant and equipment56139

(1) Details on the components of the "Changes in non-cash working capital items":

Fiscal Years Ended January 31,20122011
(In thousands of Canadian dollars)$$
Accounts receivable7,825(10,236)
Holdbacks on contracts(1,324)23
Income tax144476
Work in progress(4,764)1,114
Inventories252(772)
Prepaid expenses and other current assets203774
Accounts payable and other current liabilities2401,295
Deferred revenues(2,333)3,002
Changes in non-cash working capital items243(4,324)

(2) For the purpose of the consolidated statements of cash flows, cash and cash equivalents are disclosed as follows:

As atJanuary 31, 2012January 31, 2011February 1, 2010
(In thousands of Canadian dollars)$$$
Cash18,97615,9185,770
Cash equivalents - term deposits—2,759—
18,97618,6775,770

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.

Fiscal years ended January 31,20122011
(In thousands of Canadian dollars)$$
Revenues
Canada6,371698
United States42,06054,570
48,43155,268
As atJanuary 31, 2012January 31, 2011February 1, 2010
(In thousands of Canadian dollars)$$$
Property, Plant and Equipment
Canada44,41046,76747,293
United States679104145
45,08946,87147,438

All intangible assets and investment tax credits included in "Other non-current assets" at February 1, 2010, January 31, 2011 and January 31, 2012, originated from Canada.

During the fiscal year ended January 31, 2012, one client accounted for 83% of the Corporation's revenues (one client accounted for 90% of the revenues during the fiscal year ended January 31, 2011), and was therefore the only one that accounted for more than 10% of revenues.

Source:
ADF Group Inc.

Contact:
Jean Paschini, Chairman of the Board of Directors and Chief Executive Officer
Jean-François Boursier, CA, Chief Financial Officer

Telephone: (450) 965-1911 / 1 (800) 263-7560
Web Site:  www.adfgroup.com

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