Velan Inc. Reports Fiscal 2027 First-Quarter Results

MONTREAL, July 09, 2026 (GLOBE NEWSWIRE) -- Velan Inc. (TSX: VLN) (“Velan” or the “Company”), a world-leading manufacturer of industrial valves, announced today financial results for its first quarter ended May 31, 2026. All amounts are expressed in U.S. dollars unless indicated otherwise.

FIRST-QUARTER HIGHLIGHTS FROM CONTINUING OPERATIONS

IFRS MEASURES

• Sales of $57.8 million, compared to $72.2 million last year, reflecting the geopolitical and regional conflicts which resulted in shipments being deferred to subsequent periods, with the majority expected to be delivered by the end of the fiscal year.
• Gross profit of $11.4 million or 19.6% of sales, versus $20.6 million or 28.6% of sales last year, due to lower business volume and higher provisions.
• Net loss¹ of $9.4 million ($0.44 per share) versus net income of $17.8 million ($0.83 per share) last year, which included a $23.1 million non-recurring tax recovery related to the disposal of the French subsidiaries. 
• Financial position remains solid with cash and cash equivalents of $34.6 million as at May 31, 2026.

NON-IFRS AND SUPPLEMENTARY FINANCIAL MEASURES

• Backlog² of $275.1 million, down from $283.3 million at the end of the previous quarter.
• Bookings² of $48.0 million, versus $78.2 million last year, reflecting challenging conditions caused by the geopolitical and regional conflicts affecting several markets, but bidding activity remains solid in the Company’s main end markets, mainly for large-scale projects.
• Adjusted net loss² of $6.9 million, versus adjusted net income of $0.1 million last year.
• Adjusted EBITDA² of negative $2.1 million, compared to adjusted EBITDA of $3.8 million last year, reflecting the impact of lower sales and gross profit.

____________________

¹ Net income or loss refer to net income or loss attributable to Subordinate and Multiple Voting Shares.
² Non-IFRS and supplementary financial measures – more information at the end of this report.

"Velan’s first quarter results were affected by the geopolitical and regional conflicts, which impacted new order bookings, delivery schedules, and profitability," said Rishi Sharma, President and Chief Executive Officer of Velan. “We estimate that most of the shipments that were deferred to future periods should be recaptured by fiscal year end. Meanwhile, uncertainty significantly constrained bookings and reduced maintenance, repair and overhaul (MRO) requirements in North America as lower refinery utilization due to the Middle East situation limited the available resources required to carry out such activities. Despite these external factors, Velan is well positioned to capitalize on pent-up demand as market uncertainty subsides and we are looking forward to actively participate in efforts to restart idled projects or rebuild damaged infrastructure.”

"With Birch Hill’s acquisition of Velan Holding’s majority interest now closed, Velan is entering a dynamic new phase of its evolution from a position of strength. Supported by our strong brand reputation, high-quality products, and proven expertise in developing solutions for critical applications, we are focused on further strengthening our leadership position across a diversified range of industrial markets. While we recognize the challenges associated with evolving market conditions, competitive dynamics, and the successful execution of our strategic initiatives, we believe our experienced team, global footprint, and commitment to operational excellence position us well to capitalize on future opportunities and create long-term value,” Mr. Sharma added.

“Velan’s financial position remains solid with $34.6 million in cash and cash equivalents, and $16.8 million in long-term debt,” said Imran Gibbons, Chief Financial Officer of VeIan. “Furthermore, the subsequent closing of a new five-year credit facility enhances our liquidity, reduces our cost of capital and provides us with the flexibility to accelerate the execution of our business strategy and to invest in our core capabilities to sustain profitable growth.”

FINANCIAL RESULTS in ‘000s of U.S. dollars, excluding per share amounts)	Three-month periods ended
	May 31, 2026		May 31 2025
From continuing operations
Sales	$57,830		$72,229
Gross profit	$11,356		$20,626
Gross margin	19.6	%	28.6	%
Administration costs	$15,719		$18,313
Restructuring expenses	$513		$5,374
Other expenses (income)	$2,855		$732
Operating income (loss)	($7,731	)	($3,793	)
Net income (loss)	($9,436	)	$17,826
Net income (loss) from discontinued operations	-		$59,379
Net income (loss)	($9,436	)	$77,205
(in dollars per share – basic and diluted)
Net income (loss) from continuing operations	($0.44	)	$0.83
Net income (loss) from discontinued operations	-		$2.75
Net income (loss)	($0.44	)	$3.58

NON-IFRS AND SUPPLEMENTARY FINANCIAL MEASURES (From continuing operations, in ‘000s of U.S. dollars, excluding per share amounts)	Three-month periods ended
	May 31, 2026			May 31 2025
Adjusted EBITDA	($2,098		)	$3,780
Adjusted net income (loss)	($6,927		)	$90
per share - basic and diluted	($0.32		)	$0.00

BACKLOG AND BOOKINGS

BACKLOG (‘000s of U.S. dollars)	As at
	May 31, 2026			February 28, 2026
Backlog	$275,079			$283,290
for delivery within the next 12 months	$194,369			$216,709

BOOKINGS (‘000s of U.S. dollars)	Three-month periods ended
	May 31, 2026			May 31 2025
Bookings	$47,991			$78,234

As at May 31, 2026, the backlog from continuing operations stood at $275.1 million, down from $283.3 million as at February 28, 2026. Foreign currency movements had a $0.5 million positive effect on the value of the backlog during the quarter. Excluding currency movements, the variation reflects shipments exceeding bookings in the first quarter of fiscal 2027. As at May 31, 2026, 70.7% of the backlog, representing $194.4 million of orders, is expected to be delivered over the next 12 months, compared to 84.4% in the prior year. The shift in timing reflects a higher proportion of longer-duration, large-scale contracts, particularly in the nuclear and defense sectors, increasing the overall backlog visibility and extending delivery timelines.

Bookings from continuing operations totaled $48.0 million compared to $78.2 million last year. The decrease reflects challenging market conditions caused by the geopolitical and regional conflicts, which affected bookings in North America, Italy, and Germany. North American MRO bookings declined during the quarter, primarily due to reduced refurbishment activity impacting demand, combined with a strong comparative performance in the prior year. Foreign currency movements had a negligible effect on total bookings for the quarter. Despite this reduction in bookings, bidding activity remains solid in the Company’s main end markets, mainly for large-scale projects.

FIRST QUARTER RESULTS

Sales from continuing operations totaled $57.8 million, compared to $72.2 million for the same period last year. The variance primarily reflects lower shipment volumes from North American and Italian operations, largely attributable to the geopolitical and regional conflicts, which led to oil refinery shutdowns in the Middle East and reduced North American MRO activity, as described above. As a result, shipments were deferred to subsequent periods, with the majority expected to be delivered by the end of the fiscal year. Foreign currency movements had a favourable impact of $0.5 million on sales for the period.

Gross profit from continuing operations was $11.4 million, compared to $20.6 million last year. The variance primarily reflects the impact of lower business volumes on the absorption of fixed production overhead costs, as well as a $1.3 million increase in the provision for performance guarantee recorded during the period. Foreign currency movements had a negligible effect on gross profit. As a percentage of sales, gross profit was 19.6%, compared to 28.6% in the prior year, reflecting the combined effect of these factors.

Administration costs from continuing operations amounted to $15.7 million, or 27.2% of sales, compared to $18.3 million, or 25.4% of sales, a year ago. The variation reflects cost reduction initiatives and lower sales commissions. 

The Company incurred restructuring expenses of $0.5 million, consisting of transaction-related costs in connection with the sale of the Velan Holding Co. Ltd. (“Velan Holding”) shares to funds managed by Birch Hill Equity Partners Management Inc. (“Birch Hill”). Last year’s restructuring expenses consisted of $6.1 million in transaction-related costs, partially offset by a $0.7 million reversal of asbestos-related costs.

The Company recorded other expenses of $2.9 million, mainly consisting of a non-recurring provision adjustment, whereas last year’s other expenses of $0.7 million mainly reflected foreign currency movements

Adjusted EBITDA from continuing operations, excluding restructuring expenses and non-recurring provision adjustments, was negative $2.1 million, versus positive $3.8 million last year. The decrease is primarily attributable to lower gross profit, partially offset by lower administration costs, as explained above.

Net loss from continuing operations was $9.4 million ($0.44 per share) compared to net income of $17.8 million ($0.83 per share) last year, which included a $23.1 million non-recurring tax recovery related to the disposal of the French subsidiaries. Last year’s net income from discontinued operations was $59.4 million ($2.75 per share) reflecting the gain on the disposal of the French subsidiaries. As a result, the net loss for the period was $9.4 million ($0.44 per share) compared to net income of $77.2 million ($3.58 per share) a year ago.

Adjusted net loss from continuing operations, excluding restructuring expenses, non-recurring provision adjustments, and last year’s non-recurring tax recovery on the France transaction, was $6.9 million ($0.32 per share) compared to adjusted net income of $0.1 million ($0.00 per share) in the prior year. 

FINANCIAL POSITION

As at May 31, 2026, the Company held cash and cash equivalents of $34.6 million and short-term investments of $1.4 million. Bank indebtedness stood at $17.6 million, while long-term debt, including the current portion, totaled $16.8 million. Considering availability under its new revolving credit facility (see “Subsequent Events”), the Company has increased its total liquidity to fund its growth and investment objectives.

OUTLOOK

In preparation for anticipated demand ramp-up across key markets, including nuclear, defense, and traditional energy, the Company is advancing a series of initiatives to enhance operational efficiency and support future growth. These include optimizing its global manufacturing footprint through lean practices and improved capacity utilization.

The Company is also pursuing procurement savings through strategic sourcing, alongside value and product engineering efforts aimed at reducing cost and complexity while maintaining quality.

In addition, the Company is focused on operating cost optimization through streamlined processes and scalable infrastructure.

SUBSEQUENT EVENTS

On June 15, 2026, the Company announced the closing of the sale by its controlling shareholder, Velan Holding, of its controlling interest in the Company to Birch Hill (see “Significant Transactions”).

The closing created an obligation for the Company to pay conditional fees related to the transaction. These fees are estimated at $15.5 million and will be accounted for in the second quarter of fiscal 2027.

Following this event, the Company has secured a new $80 million revolving credit facility with a major chartered bank, maturing in June 2031. The facility strengthens Velan’s capital structure by increasing liquidity, enhancing durability, and lowering its cost of capital. Proceeds were used to repay existing North American debt at closing, including $14.9 million of bank indebtedness and a $12.4 million secured bank loan, and to be used for general corporate purposes going forward.

DIVIDEND

No dividend was declared this quarter.

SIGNIFICANT TRANSACTIONS

On January 14, 2026, the Company announced that Velan Holding, the sole holder of the Company’s multiple voting shares, had agreed to sell its 15,566,567 multiple voting shares and one subordinate voting share (representing approximately 72.1% of the Company’s outstanding shares and 92.8% of its aggregate voting rights) to funds managed by Birch Hill, at a price of C$13.10 per share, for aggregate gross proceeds of C$203,922,040.80 to Velan Holding and two other entities associated with shareholders of Velan Holding (the “VH Transaction”). Pursuant to a pre-closing reorganization, Velan Holding, among other things, converted 2,290,075 multiple voting shares into the same number of subordinate voting shares. Therefore, giving effect to such pre-closing reorganization, 13,276,492 multiple voting shares and 2,290,076 subordinate voting shares were sold to Birch Hill on closing of the VH Transaction (representing approximately 72.1% of the Company’s outstanding shares and 91.9% of its aggregate voting rights) (collectively the “VH Transaction Shares”). Closing of the VH Transaction was announced on June 15, 2026 (see “Subsequent Events”).

On March 31, 2025, the Company announced the closing sale of its French subsidiaries Velan S.A.S. and Segault S.A.S. for a total consideration of $208.2 million (€192.5 million) and net consideration of $183.1 million. Based on the net book value at the closing of the transaction and related costs, a gain of $95.8 million was recorded in the first quarter of fiscal 2026. The sale also triggered the recognition of a cumulative translation adjustment of $12.5 million. These amounts were recorded as part of results from discontinued operations.

Concurrently with the sale of its French subsidiaries, the Company entered into an agreement to sell its current and future exposure to asbestos-related litigation in the United States. Part of the proceeds received from the sale of the French assets was used on April 3, 2025, to pay an amount of $143.0 million for this settlement.

CONFERENCE CALL NOTICE

Financial analysts, shareholders, and other interested individuals are invited to attend the fourth quarter conference call to be held on Friday, July 10, 2026, at 8:00 a.m. (EDT). The toll-free call-in number is 1-800-990-4777 or by RapidConnect URL: https://emportal.ink/4uK8E6Y. The material that will be referenced during the conference call will be made available shortly before the event on the company’s website under the Investor Relations section (https://velan.com/investor-relations). A recording of this conference call will be available for seven days at 1-289-819-1450 or 1-888-660-6345 and entering the replay code 81716.

ABOUT VELAN

Founded in Montreal in 1950, Velan Inc. (www.velan.com) is one of the world’s leading manufacturers of industrial valves, with sales from continuing operations of US$296.4 million in its last reported fiscal year. The Company employs 1,273 people and has manufacturing plants in 9 countries. Velan Inc. is a public company with its shares listed on the Toronto Stock Exchange under the symbol VLN.

SAFE HARBOUR STATEMENT

This news release may include forward-looking statements, which generally contain words like “should”, “believe”, “anticipate”, “plan”, “may”, “will”, “expect”, “intend”, “continue” or “estimate” or the negatives of these terms or variations of them or similar expressions, all of which are subject to risks and uncertainties, which are disclosed in the Company’s filings with the appropriate securities commissions. While these statements are based on management’s assumptions regarding historical trends, current conditions and expected future developments, as well as other factors that it believes are reasonable and appropriate in the circumstances, no forward-looking statement can be guaranteed, and actual future results may differ materially from those expressed herein. The Company disclaims any intention or obligation to update or revise any forward-looking statements contained herein whether as a result of new information, future events or otherwise, except as required by the applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

NON-IFRS AND SUPPLEMENTARY FINANCIAL MEASURES

In this press release, the Company has presented measures of performance or financial condition which are not defined under IFRS (“non-IFRS measures”) and are, therefore, unlikely to be comparable to similar measures presented by other companies. These measures are used by management in assessing the operating results and financial condition of the Company and are reconciled with the performance measures defined under IFRS. The Company has also presented supplementary financial measures which are defined at the end of this report. Reconciliation and definition can be found below.

Adjusted net income (loss), Adjusted net income (loss) per share, Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA

	Three-month periods ended
(in thousands, except per share amounts; certain totals may not add up due to rounding)	May 31, 2026 $		May 31, 2025 $
Reconciliation of net income (loss) from continuing operations to adjusted net income (loss) from continuing operations and adjusted net income (loss) from continuing operations per share
Net income (loss) from continuing operations	(9,436	)	17,826
Adjustments for:
Asbestos-related costs	-		(754	)
Transaction-related costs	377		6,128
Non-recurring provision adjustments	2,132		-
Non-recurring tax recovery on France transaction	-		(23,110	)
Adjusted net income (loss) from continuing operations	(6,927	)	90
per share – basic and diluted	(0.32	)	0.00
Reconciliation of net income (loss) from continuing operations to Adjusted EBITDA from continuing operations
Net income (loss) from continuing operations	(9,436	)	17,826
Adjustments for:
Depreciation of property, plant and equipment	1,698		1,629
Amortization of intangible assets and financing costs	456		519
Finance costs – net	84		390
Income tax expense (recovery)	1,687		(21,958	)
EBITDA	(5,511	)	(1,594	)
Adjustments for:
Asbestos-related costs	-		(754	)
Transaction-related costs	513		6,128
Non-recurring provision adjustments	2,900		-
Adjusted EBITDA	(2,098	)	3,780

The term “Adjusted net income (loss)” is defined as net income or loss attributable to Subordinate and Multiple Voting Shares plus adjustment, net of income taxes, for costs related to restructuring and to the proposed transaction. The terms “Adjusted net income (loss) per share” is obtained by dividing Adjusted net income (loss) by the total amount of subordinate and multiple voting shares. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.  

The term “EBITDA” is defined as adjusted net income plus depreciation of property, plant & equipment, plus amortization of intangible assets, plus net finance costs, plus income tax provision. The term “Adjusted EBITDA” is defined as EBITDA plus adjustment for costs related to restructuring and to the proposed transaction. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Definitions of supplementary financial measures

The term “Net new orders” or “bookings” is defined as firm orders, net of cancellations, recorded by the Company during a period.  Bookings are impacted by the fluctuation of foreign exchange rates for a given period. The measure provides an indication of the Company’s sales operation performance for a given period as well as well as an expectation of future sales and cash flows to be achieved on these orders. 

The term “backlog” is defined as the buildup of all outstanding bookings to be delivered by the Company. The Company’s backlog is impacted by the fluctuation of foreign exchange rates for a given period. The measure provides an indication of the future operational challenges of the Company as well as an expectation of future sales and cash flows to be achieved on these orders. 

The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Contact:
Imran Gibbons, Chief Financial Officer	Martin Goulet, M.Sc., CFA
Velan Inc.	MBC Capital Markets Advisors
Tel: (514) 748-7743	Tel.: (514) 731-0000, ext. 229

Consolidated Statements of Financial Position
(in thousands of U.S. dollars)
				As at
		May 31,		February 28,
		2026		2026
		$		$
Assets
Current assets
Cash and cash equivalents		34,565		53,354
Short-term investments		1,367		371
Accounts receivable		74,063		75,369
Income taxes recoverable		6,080		5,511
Inventories		139,239		147,140
Deposits and prepaid expenses		3,497		3,337
Derivative assets		9		59
		258,820		285,141
Non-current assets
Property, plant and equipment		49,709		50,935
Intangible assets and goodwill		3,904		4,477
Deferred income taxes		4,229		5,283
Other assets		768		771
		58,610		61,466
Total assets		317,430		346,607
Liabilities
Current liabilities
Bank indebtedness		17,587		10,663
Short-term bank loans		-		1,199
Accounts payable and accrued liabilities		64,945		85,094
Income taxes payable		1,409		1,330
Customer deposits		13,965		20,211
Provisions		9,133		10,227
Derivative liabilities		179		130
Current portion of long-term lease liabilities		1,582		1,592
Current portion of long-term debt		2,792		3,737
		111,592		134,183
Non-current liabilities
Long-term lease liabilities		3,640		3,968
Long-term debt		13,998		14,488
Income taxes payable		464		-
Deferred income taxes		1,283		1,346
Customer deposits		14,586		5,584
Other liabilities		4,823		4,935
		38,794		30,321
Total liabilities		150,386		164,504
Total equity		167,044		182,103
Total liabilities and equity		317,430		346,607

Consolidated Statements of Loss
(in thousands of U.S. dollars, excluding number of shares and per share amounts)
	Three-month periods ended
	May 31,		May 31,
	2026		2025
	$		$
Sales	57,830		72,229
Cost of sales	46,474		51,603
Gross profit	11,356		20,626
Administration costs	15,719		18,313
Restructuring expenses	513		5,374
Other expenses	2,855		732
Operating loss	(7,731	)	(3,793	)
Financing expenses	(84	)	(390	)
Loss before income taxes	(7,815	)	(4,183	)
Income tax expense (recovery)	1,687		(21,958	)
Net Income (loss) for the period from continuing operations	(9,502	)	17,775
Results from discontinued operations	-		59,379
	(9,502	)	77,154
Net loss attributable to:
Subordinate Voting Shares and Multiple Voting Shares	(9,436	)	77,205
Non-controlling interest	(66	)	(51	)
Net Income (loss) for the period	(9,502	)	77,154
Net Income (loss) per Subordinate and Multiple Voting Share
Basic and diluted from continuing operations	(0.44	)	0.83
Basic and diluted from discontinued operations	-		2.75
Basic and diluted all operations	(0.44	)	3.58
Dividends declared per Subordinate and Multiple	-		0.24
Voting Share	(CA$ -	)	(CA$ 0.33	)
Total weighted average number of Subordinate and
Multiple Voting Shares
Basic and diluted	21,585,635		21,585,635

Consolidated Statements of Comprehensive Income (loss)
(in thousands of U.S. dollars)
	Three-month periods ended
	May 31,		May 31,
	2026		2025
	$		$
Comprehensive Income (loss)
Net Income (loss) for the period	(9,502	)	77,154
Other comprehensive income (loss)
Foreign currency translation of foreign subsidiaries	(5,561	)	(2,872	)
Reclassification of foreign currency translation from discontinued operations	-		12,456
Comprehensive Income (loss)	(15,063	)	86,738
Comprehensive Income (loss) attributable to:
Subordinate Voting Shares and Multiple Voting Shares	(14,997	)	86,789
Non-controlling interest	(66	)	(51	)
Comprehensive Income (loss)	(15,063	)	86,738
Other comprehensive income (loss) is composed solely of items that may be reclassified subsequently to the consolidated statement of income (loss).

Consolidated Statements of Changes in Equity
(in thousands of U.S. dollars, excluding number of shares)
	Equity attributable to the Subordinate and Multiple Voting shareholders
	Share capital	Contributed surplus	Accumulated other comprehensive loss		Retained earnings		Total		Non-controlling interest		Total equity
Balance - February 28, 2025	72,695	6,355	(47,141	)	65,952		97,861		877		98,738
Net income (loss) for the period	-	-	-		77,205		77,205		(51	)	77,154
Other comprehensive loss	-	-	(2,872	)	-		(2,872	)	-		(2,872	)
Comprehensive Income (loss)	-	-	(2,872	)	77,205		74,333		(51	)	74,282
Reclassification of foreign currency translation to discontinued operations	-	-	12,456		-		12,456		-		12,456
Dividends
Multiple Voting Shares	-	-	-		(3,770	)	(3,770	)	-		(3,770	)
Subordinate Voting Shares	-	-	-		(1,444	)	(1,444	)	-		(1,444	)
Balance - May 31, 2025	72,695	6,355	(37,557	)	137,943		179,436		826		180,262
Balance - February 28, 2026	72,695	6,355	(27,526	)	129,957		181,481		626		182,107
Net loss for the period	-	-	-		(9,436	)	(9,436	)	(66	)	(9,502	)
Other comprehensive loss	-	-	(5,561	)	-		(5,561	)	-		(5,561	)
Comprehensive loss	-	-	(5,561	)	(9,436	)	(14,997	)	(66	)	(15,063	)
Balance - May 31, 2026	72,695	6,355	(33,087	)	120,521		166,484		560		167,044

Consolidated Statements of Cash Flow
(in thousands of U.S. dollars)
	Three-month periods ended
	May 31,		May 31,
	2026		2025
	$		$
Cash flows from
Operating activities
Net income (loss) for the period	(9,502	)	77,154
Less: results from discontinued operations	-		(59,379	)
Net Income (loss) for the period for continued operations	(9,502	)	17,775
Adjustments to reconcile net loss to cash provided by operating activities	10,121		(17,173	)
Changes in non-cash working capital items	(19,024	)	(160,620	)
Cash provided (used) by operating activities from continued operations	(18,405	)	(160,018	)
Investing activities
Short-term investments	(1,012	)	(32	)
Additions to property, plant and equipment	(665	)	(1,953	)
Additions to intangible assets	(127	)	-
Proceeds on disposal of property, plant and equipment	25		953
Net change in other assets	3		35
Cash provided (used) by investing activities from continued operations (excluding proceeds on disposal of France assets)	(1,776	)	(997	)
Proceeds on disposal of France assets	-		183,143
Cash provided (used) by investing activities from continued operations	(1,776	)	182,146
Financing activities
Increase in long-term debt	-		1,064
Repayment of long-term debt	(3,495	)	(871	)
Repayment of long-term lease liabilities	(420	)	(399	)
Cash provided (used) by financing activities from continued operations	(3,915	)	(206	)
Effect of exchange rate differences on cash	(418	)	1,498
Net change in cash during the period from continued operations	(24,514	)	23,420
Net change in cash during the period from discontinued operations	-		9,525
Net change in cash during the period	(24,514	)	32,945
Net cash – Beginning of the period	41,492		32,364
Net cash – End of the period	16,978		55,784
Net cash is composed of:
Cash and cash equivalents	34,565		59,102
Bank indebtedness	(17,587	)	(3,318	)
Net cash – End of the period	16,978		55,784
Supplementary information
Interest paid	(379	)	(239	)
Income taxes paid	(1,199	)	(1,427	)

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