Stantec Inc.

STN Industrials Q1 2025

Document 1

EX-99.1 2 ex-991xmdaxq1x2025x6k.htm EX-99.1 Document

Exhibit 99.1 - Stantec Inc.’s Management's Discussion and Analysis
Management’s Discussion and Analysis

May 14, 2025
This Management's Discussion and Analysis (MD&A) of Stantec Inc.’s (Stantec or the Company) operations, financial position, and cash flows for the quarter ended March 31, 2025, dated May 14, 2025, should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the quarter ended March 31, 2025, and the MD&A and audited consolidated financial statements and related notes included in our 2024 Annual Report filed on February 24, 2025.

Our unaudited interim consolidated financial statements and related notes for the quarter ended March 31, 2025, are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board. We continue to apply the same accounting policies as those used in 2024. Amendments to accounting standards adopted in the quarter and disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter ended March 31, 2025 (incorporated herein by reference), did not have a material impact on the Company's consolidated financial statements or accounting policies. All amounts shown in this report are in Canadian dollars unless otherwise indicated.

Additional information regarding our Company, including our Annual Information Form, is available on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. Such additional information is not incorporated here by reference, unless otherwise specified, and should not be deemed to be part of this MD&A. Stantec trades on the TSX and the NYSE under the symbol STN. Visit us at stantec.com or find us on social media.

Non-IFRS Accounting Standards (non-IFRS) and Other Financial Measures
The Company reports its financial results in accordance with IFRS Accounting Standards. However, certain indicators used by the Company to analyze and evaluate its results are non-IFRS or other financial measures, including: adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted net income, adjusted earnings per share (EPS), adjusted return on invested capital (ROIC), net debt to adjusted EBITDA, days sales outstanding (DSO), free cash flow, margin (percentage of net revenue), organic growth (retraction), acquisition growth, measures described as on a constant currency basis and the impact of foreign exchange or currency fluctuations, compound annual growth rate (CAGR), net debt, total capital managed, working capital, and current ratio, as well as measures and ratios calculated using these non-IFRS or other financial measures. These measures are categorized as non-IFRS financial measures and ratios, supplementary financial measures, or capital management measures and described in the Definitions of Non-IFRS and Other Financial Measures (Definitions) and Liquidity and Capital Resources sections and, where applicable, reconciliations from the non-IFRS measure to the most directly comparable measure calculated in accordance with IFRS Accounting Standards are provided (see the Q1 2025 Financial Highlights, Financial Performance, Liquidity and Capital Resources, and Definitions sections).

These non-IFRS and other financial measures do not have a standardized meaning under IFRS Accounting Standards and, therefore, may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, these non-IFRS and other financial measures provide useful information to investors to assist them in understanding components and trends in our financial results. These measures should not be considered in isolation or viewed as a substitute for the related financial information prepared in accordance with IFRS Accounting Standards.
Management’s Discussion and Analysis
March 31, 2025
M-1
Stantec Inc.


Business Model
Stantec is a global leader in sustainable engineering, architecture, and environmental consulting. Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more. Our strategy is guided by our vision: the success of our clients, communities, and people worldwide is our greatest ambition. The diverse perspectives of our partners and interested parties drive us to think beyond what’s previously been done on critical issues like climate change, digital transformation, and future-proofing our cities and infrastructure.

At Stantec, community means everyone with an interest in the work that we do—from our project teams and industry colleagues to our clients and the people our work impacts. The Stantec community unites approximately 32,000 employees working in over 450 locations across 6 continents. Please see page M-2 of Stantec’s 2024 Annual Report for further details on our business model.

Strategic Acquisitions Completed in 2025 and 2024
Following is a list of acquisitions that contributed to revenue growth in our reportable segments and business operating units:
BUSINESS OPERATING UNITS
REPORTABLE SEGMENTSDate
Acquired
Primary Location# of EmployeesInfrastructureWaterBuildingsEnvironmental ServicesEnergy & Resources
Canada
Morrison Hershfield Group Inc. (Morrison Hershfield)
February 2024
Markham, Ontario
950
United States
Morrison Hershfield February 2024
Atlanta, Georgia
200
Global
ZETCON Ingenieure GmbH (ZETCON)
January 2024Bochum, Germany645
Hydrock Holdings Limited (Hydrock)
April 2024Bristol, England950

Management’s Discussion and Analysis
March 31, 2025
M-2
Stantec Inc.


Q1 2025 Financial Highlights
For the quarter ended
March 31,
20252024
(In millions of Canadian dollars, 
except per share amounts and percentages)
$% of Net
Revenue
$% of Net
Revenue
Gross revenue1,923.6 123.9 %1,721.4 125.6 %
Net revenue1,553.0 100.0 %1,370.1 100.0 %
Direct payroll costs709.5 45.7 %627.6 45.8 %
Project margin843.5 54.3 %742.5 54.2 %
Administrative and marketing expenses (note 1)612.0 39.4 %545.9 39.8 %
Depreciation of property and equipment17.6 1.1 %15.8 1.2 %
Depreciation of lease assets32.2 2.1 %31.5 2.3 %
Amortization of intangible assets28.7 1.8 %31.0 2.3 %
Net interest expense and other net finance expense21.4 1.4 %24.2 1.8 %
Other expense (income)1.6 0.2 %(5.3)(0.4 %)
Income taxes (note 1)29.9 1.9 %22.3 1.6 %
Net income (note 1)
100.1 6.4 %77.1 5.6 %
Basic and diluted earnings per share (EPS) (note 1)0.88 n/m0.68 n/m
Adjusted EBITDA (note 2)252.3 16.2 %211.9 15.5 %
Adjusted net income (note 2)132.8 8.6 %103.0 7.5 %
Adjusted EPS (note 2)1.16 n/m0.90 n/m
Dividends declared per common share0.225 n/m0.210 n/m
note 1: Results for the quarter ended March 31, 2024 have been retrospectively revised for the change in accounting policy related to the treatment of deferred payments from our historical acquisitions. Refer to the Critical Accounting Developments, Estimates, and Measurements section for further details.
note 2: Adjusted EBITDA, adjusted net income, and adjusted EPS are non-IFRS measures (discussed in the Definitions section).
n/m = not meaningful

We delivered strong first quarter earnings, driven by solid net revenue growth and operational performance and achieved diluted earnings per share of $0.88 and adjusted earnings per share of $1.16.
Net revenue increased 13.3% or $182.9 million, to $1.6 billion, primarily driven by 5.9% organic growth and 3.2% acquisition growth, as well as from the positive impact of foreign exchange. We achieved organic growth in all of our regional and business operating units, most notably in Canada with double-digit organic growth.
Project margin increased 13.6% or $101.0 million, to $843.5 million. As a percentage of net revenue, project margin increased by 10 basis points to 54.3%, reflecting solid project execution.
Adjusted EBITDA increased 19.1% or $40.4 million, to $252.3 million. Adjusted EBITDA margin was 16.2%, an increase of 70 basis points compared to Q1 2024. The quarter-over-quarter change in margin primarily reflects consistent project margins and lower administrative and marketing expenses as a percentage of net revenue, due in part to lower share-based compensation costs and discretionary spending.
Net income increased 29.8% or $23.0 million, to $100.1 million, and diluted EPS increased 29.4%, or $0.20, to $0.88, mainly due to strong net revenue growth and overall lower costs as a percentage of net revenue.
Adjusted net income grew 28.9% or $29.8 million, to $132.8 million, achieving 8.6% of net revenue—an increase of 110 basis points. Adjusted EPS increased 28.9% or $0.26, to $1.16.
Management’s Discussion and Analysis
March 31, 2025
M-3
Stantec Inc.


Contract backlog increased to $7.9 billion at March 31, 2025, achieving 12.8% overall growth year over year, which includes7.5% organic growth. Organic growth was achieved in all of our regional operating units. Contract backlog represents approximately 12 months of work.
Operating cash flows increased $58.0 million or 135.8%, with cash inflows of $100.7 million, reflecting continued strong cash flow generation, growth and strong operational performance.
DSO was 77 days, remaining within our target of 80 days.
Net debt to adjusted EBITDA (on a trailing twelve-month basis) at March 31, 2025 was 1.1x, remaining within our internal target range of 1.0x to 2.0x.
On April 2, 2025, we entered into a definitive purchase agreement to acquire all the issued and outstanding membership interests of Page. Page is a 1,400-person architecture and engineering firm headquartered in Washington, DC that strategically complements our Buildings business and serves the advanced manufacturing, healthcare, mission critical, academic, civic, aviation, science and technology, and commercial markets.
On April 8, 2025 we acquired Ryan Hanley, a 150-person engineering and environmental consultancy firm in Ireland, bolstering our offering in the Irish water sector.
On May 14, 2025, our Board of Directors declared a dividend of $0.225 per share, payable on July 15, 2025, to shareholders of record on June 30, 2025.

Management’s Discussion and Analysis
March 31, 2025
M-4
Stantec Inc.


Reconciliation of Non-IFRS Financial Measures
For the quarter ended
March 31,
(In millions of Canadian dollars, except per share amounts)20252024
Net income (note 1)
100.1 77.1 
Add back (deduct):
Income taxes (note 1)29.9 22.3 
Net interest expense21.0 24.0 
Net (reversal) impairment of lease assets (note 2)
(0.1)0.5 
Depreciation and amortization78.5 78.3 
Unrealized loss (gain) on equity securities
8.7 (1.9)
Acquisition, integration, and restructuring costs (note 1,5,6)14.2 11.6 
Adjusted EBITDA 252.3 211.9 

For the quarter ended
March 31,
(In millions of Canadian dollars, except per share amounts)20252024
Net income (note 1)
100.1 77.1 
Add back (deduct) after tax:
Net (reversal) impairment of lease assets (note 2)
(0.1)0.3 
Amortization of intangible assets related to acquisitions (note 3)
15.1 18.1 
Unrealized loss (gain) on equity securities (note 4)
6.7 (1.5)
Acquisition, integration, and restructuring costs (note 1,5,6)11.0 9.0 
Adjusted net income132.8 103.0 
Weighted average number of shares outstanding - diluted114,066,995 114,066,995 
Adjusted earnings per share1.16 0.90 
See the Definitions section for our discussion of non-IFRS and other financial measures used and additional reconciliations of non-IFRS financial measures.
note 1: Results for the quarter ended March 31, 2024 have been retrospectively revised for the change in accounting policy related to the treatment of deferred payments from our historical acquisitions. Refer to the Critical Accounting Developments, Estimates, and Measurements section for further details.
note 2: The net (reversal) impairment of lease assets includes onerous contracts associated with the impairment for the quarter ended March 31, 2025 of nil (2024 - $0.1). For the quarter ended March 31, 2025, this amount is net of tax of nil (2024 - $0.2).
note 3: The add back of intangible amortization relates only to the amortization from intangible assets acquired through acquisitions and excludes the amortization of software purchased by Stantec. For the quarter ended March 31, 2025, this amount is net of tax of $4.5 (2024 - $5.3).
note 4: For the quarter ended March 31, 2025, this amount is net of tax of $2.0 (2024 - $(0.4)).
note 5: The add back of certain administrative and marketing costs and depreciation primarily related to acquisition and integration expenses associated with our acquisitions and restructuring costs. For the quarter ended March 31, 2025, this amount is net of tax of $3.2 (2024 - $2.6).
note 6: Acquisition, integration, and restructuring cost include additional acquisition costs related to the change in accounting policy described in note 1 for the quarter ended March 31, 2025 of $0.9 (2024 - $3.0).

Management’s Discussion and Analysis
March 31, 2025
M-5
Stantec Inc.


Financial Targets
We provided our annual targets for 2025 on page M-10 in our 2024 Annual Report (incorporated here by reference).
2025 Annual Range
Targets
Net revenue growth
7% to 10%
Adjusted EBITDA as % of net revenue (note)
16.7% to 17.3%
Adjusted net income as % of net revenue (note)
above 8.8%
Adjusted EPS growth (note)
16% to 19%
Adjusted ROIC (note)
above 12%
In setting our targets and guidance, we assumed an average value for the US dollar of $1.41, GBP of $1.80, and AU of $0.90. For all other underlying assumptions, see page M-21. These targets do not include any assumptions for additional acquisitions, including Page and Ryan Hanley, or the impact of revaluing our share-based compensation, as further described below.
note: Adjusted EBITDA, adjusted net income, adjusted EPS, and adjusted ROIC are non-IFRS measures discussed in the Definitions section.


Outlook
While heightened levels of market uncertainty remain, as described in the Outlook section of our 2024 Annual Report (incorporated here by reference), we have not seen any meaningful impacts or causes to change our overall outlook and we reaffirm our guidance previously provided. Global trends continue to drive strong demand for our services, and our diversification of services across sectors and geographies creates resiliency within our operations.

We continue to expect to achieve net revenue growth of 7% to 10% in 2025, with net revenue organic growth in the mid- to high-single digits. Organic growth in both US and Canada is expected to be in the mid- to high-single digits, driven by continuing strong momentum as reflected in our record-high backlog between the two countries. Organic growth in Global is also expected to achieve mid to high single-digit growth driven by continued high levels of activity in our Water business under the ongoing Asset Management Program and frameworks and positive demand fundamentals in other Global business units.

We continue to anticipate adjusted EBITDA margin will be in the range of 16.7% to 17.3%, reflecting strong project margins driven by solid project execution and continued discipline and enhanced strategies in the management of administration and marketing costs. These strategies include the use of our high value centers, optimizing digital strategies, and increased efficiencies from improving scale in certain geographies. We expect adjusted EBITDA margin in Q2 and Q3 2025 to be near or above the high end of this range because of increased seasonal activities in the northern hemisphere, offset by lower expected margins in Q4 of 2025 due to seasonal effects.

Overall, we expect to drive adjusted net income to a margin of greater than 8.8% of net revenue and to deliver 16% to 19% growth in adjusted EPS in comparison to 2024.

The above targets do not include any assumptions for additional acquisitions, including Page and Ryan Hanley, or the impact from share price movements subsequent to December 31, 2024 and the relative total shareholder return components on our share-based compensation programs.
Management’s Discussion and Analysis
March 31, 2025
M-6
Stantec Inc.


Financial Performance
The following sections outline specific factors that affected the results of our operations in Q1 2025.

Gross and Net Revenue
While providing professional services, we incur certain direct costs for subconsultants, equipment, and other expenditures that are recoverable directly from our clients. Revenue associated with these direct costs is included in gross revenue. Because these direct costs and associated revenue can vary significantly from contract to contract, changes in gross revenue may not be indicative of our revenue trends. Accordingly, we also report net revenue (which is gross revenue less subconsultant and other direct expenses) and analyze results in relation to net revenue rather than gross revenue.

In Q1 2025, we delivered an overall 13.3% increase in net revenue compared to Q1 2024. Net revenue growth reflects solid performance in all of our geographies and business operating units, contributions from our acquisitions of Morrison Hershfield and Hydrock, and positive foreign exchange impacts. Public infrastructure spending and private investment continue to be key growth drivers in 2025, with increased project work in the water security and transportation sectors. Another key driver is the ongoing challenge to tackle climate change and resource security. The focus on Smart(ER) cities and buildings (which include the tenets of Equity and Resiliency), including hospitals, data centers, and other mission-critical facilities to meet the needs in the civic, healthcare, residential, and industrial markets, also continues to drive growth.

We generate over 75% of our gross revenue in foreign currencies, primarily in US dollars, British pounds (GBP), and Australian (AU) dollars. Fluctuations in these and other currencies had a net $58.4 million positive impact on our net revenue results in Q1 2025 compared to Q1 2024:
The US dollar averaged $1.35 in Q1 2024 and $1.44 in Q1 2025 —a 6.7% increase. The strengthening US dollar compared to the Canadian dollar had a positive effect on gross and net revenues.
The GBP averaged $1.71 in Q1 2024 and $1.81 in Q1 2025—a 5.8% increase. The strengthening GBP compared to the Canadian dollar had a positive effect on gross and net revenues.
The AU dollar averaged $0.89 in Q1 2024 and $0.90 in Q1 2025—a 1.1% increase. The strengthening AU dollar compared to the Canadian dollar had a positive effect on gross and net revenues.
Fluctuations in other foreign currencies did not have a material impact on our gross and net revenue.

Revenue earned by acquired companies in the first 12 months following an acquisition is reported as revenue from acquisitions and thereafter as organic revenue.

Gross Revenue by Reportable Segment - Q1 2025
(In millions of Canadian dollars, except percentages)Q1 2025Q1 2024Total ChangeChange Due to AcquisitionsChange Due to Foreign Exchange
Change Due to Organic Growth (Retraction)
% of Organic Growth (Retraction)
Canada425.7355.770.011.4n/a58.616.5 %
United States1,051.8985.466.46.663.9(4.1)(0.4 %)
Global446.1380.365.834.513.318.04.7 %
Total1,923.61,721.4202.252.577.272.5
Percentage Growth11.7 %3.0 %4.5 %4.2 %

Management’s Discussion and Analysis
March 31, 2025
M-7
Stantec Inc.


Net Revenue by Reportable Segment - Q1 2025
(In millions of Canadian dollars, except percentages)Q1 2025Q1 2024Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth% of Organic Growth
Canada372.1323.748.49.0n/a39.412.2 %
United States804.9733.971.05.647.617.82.4 %
Global376.0312.563.529.310.823.47.5 %
Total1,553.01,370.1182.943.958.480.6
Percentage Growth13.3 %3.2 %4.2 %5.9 %

Gross Revenue by Business Operating Unit - Q1 2025
(In millions of Canadian dollars, except percentages)Q1 2025Q1 2024Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth% of Organic Growth
Infrastructure514.4463.251.212.719.119.44.2 %
Water422.8380.042.80.518.523.86.3 %
Buildings435.0383.951.132.916.31.90.5 %
Environmental Services344.8322.022.80.415.76.72.1 %
Energy & Resources206.6172.334.36.07.620.712.0 %
Total1,923.61,721.4202.252.577.272.5
Percentage Growth11.7 %3.0 %4.5 %4.2 %

Net Revenue by Business Operating Unit - Q1 2025
(In millions of Canadian dollars, except percentages)Q1 2025Q1 2024Total ChangeChange Due to AcquisitionsChange Due to Foreign ExchangeChange Due to Organic Growth % of Organic Growth
Infrastructure426.6377.249.49.814.924.76.5 %
Water338.1301.336.80.414.222.27.4 %
Buildings348.2290.757.529.211.616.75.7 %
Environmental Services264.6248.416.20.411.44.41.8 %
Energy & Resources175.5152.523.04.16.312.68.3 %
Total1,553.01,370.1182.943.958.480.6
Percentage Growth13.3 %3.2 %4.2 %5.9 %

Canada
We achieved 15.0% net revenue growth in our Canadian operations, reflecting robust organic growth and acquisition growth. We delivered growth in all of our business operating units and particularly in our Water, Energy & Resources, and Infrastructure businesses. Continued momentum on wastewater solution projects contributed to 30% organic growth in Water and the ramp up of major power-intensive industrial processes projects drove over 20% organic growth in Energy & Resources. Double-digit organic growth in Infrastructure was spurred by transit and rail projects in eastern Canada, airport sector projects in Quebec, and land development projects in Alberta. Public sector investment in western Canada drove growth in Buildings, primarily in our healthcare and civic markets.

United States
Net revenue increased 9.7%, reflecting positive foreign exchange impacts and organic growth in line with expectations. Organic growth was primarily in our Buildings, Environmental Services, and Infrastructure business
Management’s Discussion and Analysis
March 31, 2025
M-8
Stantec Inc.


operating units. Public and private investments across most of our sectors, particularly in healthcare, industrial, and science and technology, contributed to growth in Buildings. Growth in Environmental Services was primarily driven by our energy transition, mining and infrastructure sectors, as well as continuing work for a large utility provider. Momentum on major infrastructure projects continued to drive organic growth, particularly on transit and rail projects in the western US and roadway work in the eastern US.

Global
In our Global operations, we achieved net revenue growth of 20.3%, reflecting strong acquisition and organic growth, along with positive foreign exchange impacts. Our industry-leading Water business delivered 20% organic growth across the UK, New Zealand, and Australia through long-term framework agreements and public sector investment in water infrastructure. The ramp up of new projects in Chile and Peru drove growth in Energy & Resources as the growing need for energy-transition solutions continued to drive demand in mining for copper.

Backlog
We define “backlog” as the total value of all contracts that have been awarded less the total value of work completed on these contracts as of the reporting date. Our backlog equates to our remaining performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period, as reported under IFRS Accounting Standards.

Our contract backlog at March 31, 2025 stands at $7.9 billion, reflecting an increase of $108.0 million since December 31, 2024, and represents approximately 12 months of work. Backlog grew 1.3%, or $99.0 million, organically from December 31, 2024, driven by our Canada and US operations and particularly in our Infrastructure, Water, and Environmental Services business units. The retraction in Global primarily reflects the backlog burn rate related to high revenue activities in Water and Energy & Resources framework projects. As we transition from the AMP7 cycle to AMP8, we anticipate increases to our UK backlog beginning in Q2 2025.

Year over year, our backlog grew 12.8%, or $901.7 million, in total and organically by 7.5%, or $526.5 million, across each of our geographies.


(In millions of Canadian dollars, except percentages)Mar 31, 2025Dec 31, 2024Total ChangeChange Due to Foreign Exchange
Change Due to Organic Growth (Retraction)
% of Organic Growth (Retraction)
Canada1,753.11,687.1 66.0n/a66.03.9 %
United States4,802.14,722.6 79.5(20.5)100.02.1 %
Global1,376.71,414.2 (37.5)29.5(67.0)(4.7)%
Total7,931.97,823.9 108.09.099.0
Percentage Growth
1.4 %0.1 %1.3 %


Major Project Awards
We continue to secure major projects across various sectors, demonstrating our expertise and commitment to delivering impactful solutions for clients. Our strategic partnerships facilitated growth and expansion across the regions we serve and led to a number of highly impactful opportunities.
Canada
Our Energy & Resources team was awarded engineering services for a $1.1 billion major upgrade at the Irving Pulp & Paper westside mill in Saint John, New Brunswick, one of largest investment projects in the Canadian forest products industry, that will significantly increase production of the facility. Our Infrastructure team won the Dundas Street East corridor redevelopment project in Mississauga, Ontario. The project includes the design and construction of dedicated median-running bus lanes for approximately eight stations, providing transit users with an efficient and safe service.

United States
Our Buildings team was awarded both the architecture and engineering contracts for the Sutter Health Los Banos Hospital and Medical Office Building in California, where we will provide a fully comprehensive and integrated suite of
Management’s Discussion and Analysis
March 31, 2025
M-9
Stantec Inc.


design services for the project. Located on a greenfield site, the hospital will span nearly 150,000 square feet, and the 75,000-square-foot medical office building will include imaging, infusion, and lab services. In Wisconsin, our Infrastructure team was awarded work on the greater Kinnickinnic River Watershed that includes replacing the concrete channel with a naturalized channel and lowered floodplain and creating a flood storage detention basin, which will improve public safety, reduce flood risk, and promote resilience to weather events. Our Water team won a wastewater management project that will add 6.2 miles of deep tunnels, connecting seven municipalities in the Pittsburgh area. As part of a regional Clean Water Plan, the project will reduce wet weather overflows by approximately 7 billion gallons per year.

Global
In the Middle East, our Water team was awarded four new design and construction supervision projects including a sewage pumping station and expansive sewerage networks improvements; and our Buildings team was awarded the Mediclinic Parkview Hospital Expansion in Dubai, expanding our healthcare presence. Providing fully integrated architecture and engineering services, we will connect the new multi-story building with the existing hospital tower linking outpatient and surgical departments. For Silicon Box’s €3.2 billionadvanced semiconductor packaging facility in Italy, our Environmental Services and Buildings teams will provide the feasibility study, design concept, permitting, and construction design. In Scotland, our Infrastructure team is supporting Glasgow City Council’s national strategy for a citywide 20mph rollout after an evaluation of nearly 6,000 streets.

Project Margin
In general, project margin fluctuations depend on the particular mix of projects in progress during any quarter and on project execution. The fluctuations reflect our business model, which is based on providing services across diverse geographic locations, business operating units, and all phases of the infrastructure and facilities project life cycle. For a definition of project margin, refer to the Financial Performance section of our 2024 Annual Report (incorporated here by reference).

Project margin increased $101.0 million, or 13.6%, and as a percentage of net revenue, project margin increased to 54.3% from 54.2%. Net revenue growth driven by strong public and private investments contributed to project margin increases. As a percentage of net revenue, project margin remained in line with our expectations.

Project Margin by Reportable Segment
 Quarter Ended Mar 31,
 20252024
(In millions of Canadian dollars, except percentages)$% of Net
Revenue
$% of Net
Revenue
Canada199.5 53.6 %172.3 53.2%
United States443.7 55.1 %402.5 54.8%
Global200.3 53.3 %167.7 53.7%
Total843.5 54.3 %742.5 54.2%

Project Margin by Business Operating Unit
 Quarter Ended Mar 31,
 20252024
(In millions of Canadian dollars, except percentages)$% of Net
Revenue
$% of Net
Revenue
Infrastructure230.4 54.0 %200.3 53.1%
Water182.3 53.9 %167.2 55.5%
Buildings188.8 54.2 %160.1 55.1%
Environmental Services148.6 56.2 %137.1 55.2%
Energy & Resources93.4 53.2 %77.8 51.0%
Total843.5 54.3 %742.5 54.2%
Management’s Discussion and Analysis
March 31, 2025
M-10
Stantec Inc.


In Canada, project margin increased $27.2 million to $199.5 million. As a percentage of net revenue, project margin increased 40 basis points to 53.6%. Strong volume on higher margin work in Energy & Resources and solid project execution in Infrastructure contributed to project margin increases, partly offset by lower project margins in Buildings due to project mix.

In our US operations, project margin increased $41.2 million to $443.7 million. As a percentage of net revenue, project margin increased 30 basis points to 55.1%. Margin increases were primarily due to strong project execution, particularly in Infrastructure and Environmental Services, partly offset by the wind down of a major higher margin project in Water.

In our Global operations, project margin increased $32.6 million to $200.3 million. As a percentage of net revenue, project margin was 53.3%, a 40 basis point decrease compared to Q1 2024 due to the wind down of several higher margin projects in Buildings, partly offset by strong volume on higher margin work in Energy & Resources.

Administrative and Marketing Expenses
Administrative and marketing expenses increased $66.1 million in Q1 2025 compared to Q1 2024 and decreased as a percentage of net revenue by 40 basis points to 39.4%. The decrease as a percentage of net revenue was primarily due to lower share-based compensation costs and discretionary spending, partly offset by slightly higher provisions for claims estimates.

Amortization of Intangible Assets
Amortization of intangible assets decreased $2.3 million compared to Q1 2024. The decrease in intangible amortization was primarily due to lower backlog amortization associated with the acquisition of Environmental Systems Design, which was fully amortized in 2024.

Net Interest Expense and Other Net Finance Expense
Net interest expense and other net finance expense decreased $2.8 million compared to Q1 2024. This was primarily due to declining interest rates on our revolving credit and term loan facilities and lower net debt due to repayments of our notes payable and lower draws on our revolving credit facility relative to Q1 2024.

Other Expenses (Income)
Other expenses were $1.6 million in Q1 2025 compared to other income of $5.3 million in Q1 2024. Other expenses from our investments held for self-insured liabilities included a net loss of $1.4 million in Q1 2025 compared to a net gain of $5.9 million in Q1 2024.

Income Taxes
Our Q1 2025 effective income tax rate of 23.0% remained in line with our guidance and slightly higher than our annual effective tax rate of 22.3% in 2024.
Management’s Discussion and Analysis
March 31, 2025
M-11
Stantec Inc.


Summary of Quarterly Results
The following table presents selected data derived from our consolidated financial statements for each of the eight most recently completed quarters. This information should be read in conjunction with the applicable interim unaudited and annual audited consolidated financial statements and related notes.

Quarterly Unaudited Financial Information
202520242023
(In millions of Canadian dollars, except per share amounts)
Q1
Q4Q3Q2Q1Q4Q3Q2
Gross revenue1,923.6 1,959.5 1,929.4 1,889.7 1,721.4 1,609.0 1,693.2 1,638.2 
Net revenue1,553.0 1,478.4 1,524.8 1,493.3 1,370.1 1,242.2 1,316.8 1,278.7 
Net income
100.1 98.0 103.2 83.2 77.1 70.5 101.3 85.0 
Diluted earnings per share
0.88 0.86 0.90 0.73 0.68 0.63 0.91 0.77 
Adjusted net income (note)
132.8 126.2 147.9 127.2 103.0 91.4 126.7 109.4 
Adjusted EPS (note)
1.16 1.11 1.30 1.12 0.90 0.82 1.14 0.99 
note: Adjusted net income and adjusted EPS are non-IFRS measures further discussed in the Definitions section.
Quarterly EPS and adjusted EPS are not additive and may not equal the annual EPS reported. This is a result of the effect of shares issued on the weighted average number of shares.

The table below compares quarters, summarizing the impact of organic and acquisition growth and foreign exchange on net revenue:

Q1 2025Q4 2024Q3 2024Q2 2024
vs.vs.vs.vs.
(In millions of Canadian dollars)Q1 2024Q4 2023Q3 2023Q2 2023
Increase in net revenue due to
Organic growth80.6 116.0 85.4 90.2 
Acquisition growth43.994.9 103.0 112.5 
Impact of foreign exchange rates on revenue earned by foreign subsidiaries58.4 25.3 19.6 11.9 
Total increase in net revenue182.9 236.2 208.0 214.6 

We experience variability in our results of operations from quarter to quarter due to the nature of the sectors and geographic locations we operate in. In the first and fourth quarters, we see slowdowns related to winter weather conditions in the northern hemisphere and holiday schedules. The increase in net revenue from Q1 2025 compared to Q1 2024 primarily reflects organic growth, net positive foreign exchange impacts, and acquisition growth from revenues contributed from acquisitions completed in the last twelve months. (See additional information on the operating results in our MD&A for each respective quarter.)
Management’s Discussion and Analysis
March 31, 2025
M-12
Stantec Inc.


Statements of Financial Position
The following table highlights the major changes to assets, liabilities, and equity since December 31, 2024:
(In millions of Canadian dollars)Mar 31, 2025Dec 31, 2024
Total current assets2,528.9 2,549.0 
Property and equipment297.6 299.0 
Lease assets464.4 474.3 
Goodwill 2,728.9 2,712.5 
Intangible assets419.6 427.0 
Net employee defined benefit asset78.2 75.0 
Deferred tax assets121.0 119.3 
Other assets300.2 300.0 
Total assets6,938.8 6,956.1 
Current portion of long-term debt176.0 175.0 
Current portion of provisions63.1 66.4 
Current portion of lease liabilities115.1 113.6 
All other current liabilities1,476.7 1,624.0 
Total current liabilities1,830.9 1,979.0 
Lease liabilities514.9 528.6 
Long-term debt1,231.3 1,208.5 
Provisions181.0 167.9 
Net employee defined benefit liability21.7 22.4 
Deferred tax liabilities62.6 63.6 
Other liabilities57.1 41.0 
Equity3,039.3 2,945.1 
Total liabilities and equity6,938.8 6,956.1 
Refer to the Liquidity and Capital Resources section for an explanation of the changes in current assets, current liabilities, and shareholders’ equity.

The carrying amounts of assets and liabilities for our US operations and other global subsidiaries on our consolidated statements of financial position increased due to the strengthening of the British pound and Australian dollar relative to the Canadian dollar, partly offset by the slight weakening of the US dollar relative to the Canadian dollar. Other factors that impacted our long-term assets and liabilities are indicated below.

Decreases to long-term assets include depreciation and amortization expenses related to lease assets and intangible assets, partly offset by respective additions.

Increases to long-term liabilities include an increase to total long-term debt of $23.8 million due primarily to higher draws on the revolving credit facility, higher provisions for claims and self-insured liabilities, and higher accrued obligations for cash-settled share-based compensation included in other liabilities. Partly offsetting these increases are lower notes payable from repayments made and lease liabilities due to lease payments made partly offset by additions, modifications, and interest accretion.

Management’s Discussion and Analysis
March 31, 2025
M-13
Stantec Inc.


Liquidity and Capital Resources
We are able to meet our liquidity needs through various sources, including cash generated from operations; long- and short-term borrowings (further described in the Capital Management section); and the issuance of common shares. We use funds primarily to pay operational expenses; complete acquisitions; sustain capital spending on property, equipment, and software; repay long-term debt; repurchase shares; and pay dividend distributions to shareholders.

We believe that internally generated cash flows, supplemented by borrowings, if necessary, will be sufficient to cover our normal operating and capital expenditures. However, under certain favorable market conditions, we do consider issuing common shares to facilitate acquisition growth or to reduce borrowings under our credit facilities.

Working Capital
The following table summarizes working capital information at March 31, 2025, compared to December 31, 2024:

(In millions of Canadian dollars, except ratios)Mar 31, 2025Dec 31, 2024
Current assets2,528.9 2,549.0 
Current liabilities1,830.9 1,979.0 
Working capital (note)698.0 570.0 
Current ratio (note)1.38 1.29 
note: See the Definitions section for our discussion of supplementary financial measures used.

The carrying amounts of assets and liabilities for our US operations and other global subsidiaries on our consolidated statements of financial position increased due to the strengthening of the British pound and Australian dollar relative to the Canadian dollar, partly offset by the slight weakening of the US dollar relative to the Canadian dollar.

Current assets decreased due to a collective decrease of $53.5 million in trade and other receivables, unbilled receivables, and contract assets from strong collection efforts in the quarter, particularly in our Canadian operations. These decreases were partly offset by increases in cash and deposits of $25.5 million (explained in the Cash Flows section) and higher subscription renewal fees for certain cloud-based software solutions contributed to higher prepaid expenses.

Our DSO, defined in the Definitions section, of 77 days at March 31, 2025, remains within our stated internal guidelines and consistent with December 31, 2024 and 2 days lower than our results at March 31, 2024.

The decrease in current liabilities was primarily related to the decrease in trade and other payables, due to the timing of the annual employee short-term incentive awards payment and supplier payments.

Cash Flows
Our cash flows from and used in operating, investing, and financing activities are reflected in the consolidated statements of cash flows and are summarized below:
Quarter Ended Mar 31,
(In millions of Canadian dollars)20252024Change
Cash flows from operating activities (note)100.7 42.7 58.0 
Cash flows used in investing activities(21.6)(408.1)386.5 
Cash flows (used in) from financing activities (note)(53.8)208.4 (262.2)
note: Cash flows from operating activities and cash flows (used in) from financing activities for the quarter ended March 31, 2024 have been retrospectively revised for the change in accounting policy related to the treatment of deferred payments from our historical acquisitions. Refer to the Critical Accounting Developments, Estimates, and Measurements section for further details.

Cash Flows From Operating Activities
Cash flows from operating activities were $100.7 million, which increased $58.0 million or 135.8% compared to Q1 2024. The cash flow increase was due to strong revenue growth and operational performance, amplified by strong collection efforts. Partly offsetting the increase is higher tax installments paid.
Management’s Discussion and Analysis
March 31, 2025
M-14
Stantec Inc.



Cash Flows Used in Investing Activities
Cash flows used in investing activities were $21.6 million compared to $408.1 million in Q1 2024. This was primarily due to net cash used to fund our acquisitions of ZETCON and Morrison Hershfield in Q1 2024 for $431.3 million. Cash used to purchase property and equipment and intangible assets of $16.1 million was also lower compared to $20.5 million in Q1 2024. Partly offsetting these decreases were net purchases of investments held for self-insured liabilities of $6.9 million compared to net proceeds of $41.5 million in the comparative period.

Cash Flows (Used In) From Financing Activities
Cash flows used in financing activities were $53.8 million, a $262.2 million decrease in cash inflows compared to Q1 2024. The decrease was driven by lower draws on our revolving credit facility of $215.5 million, higher repayments of notes payable and other financing obligations of $27.5 million, and higher lease payments of $12.5 million.

Capital Management
Our objective in managing Stantec's capital is to provide sufficient capacity to cover normal operating and capital expenditures and to have flexibility for financing future growth. We focus our capital allocations on increasing shareholder value through funding accretive acquisitions in pursuit of our growth strategy while maintaining a strong balance sheet, repurchasing shares opportunistically, and managing dividend increases to our target payout ratio in a sustainable manner.

We manage our capital structure according to our internal guideline of maintaining a net debt to adjusted EBITDA ratio (actual trailing twelve months) of less than 2.0 to 1.0. There may be occasions when we exceed our target by completing acquisitions that increase our debt level for a period of time.

(In millions of Canadian dollars, except ratios)Mar 31, 2025Dec 31, 2024
Current and non-current portion of long-term debt1,407.3 1,383.5 
Less: cash and cash equivalents(254.0)(228.5)
Bank indebtedness17.6 17.1 
Net debt1,170.9 1,172.1 
Shareholders' equity3,039.3 2,945.1 
Total capital managed4,210.2 4,117.2 
Trailing twelve months adjusted EBITDA (note)
1,020.7 980.3 
Net debt to adjusted EBITDA ratio (note)
1.1 1.2 
note: See the Definitions section for our discussion of non-IFRS measures used.

At March 31, 2025, our net debt to adjusted EBITDA ratio was 1.1x, remaining within our stated internal guideline and slightly lower compared to December 31, 2024.

Our credit facilities include:
senior unsecured notes of $550 million
syndicated senior unsecured credit facilities of $1.1 billion, structured as a sustainability-linked loan, consisting of a revolving credit facility in the maximum of $800 million and a term loan of $310 million (with access to additional funds of $600 million through an accordion feature), and an unsecured bilateral term credit facility of $100 million
an uncommitted unsecured multicurrency credit facility of £20 million and an overdraft facility of AU$5 million

We are required to comply with certain covenants as part of our senior unsecured notes, syndicated senior unsecured credit facilities, and unsecured bilateral term credit facility. The key financial covenants include, but are not limited to, ratios that measure our debt relative to our profitability (as defined by the credit facilities agreement).

At March 31, 2025, $508.7 million was available in our credit facilities for future activities and we were in compliance with the covenants related to our credit facilities as at and throughout the period ended March 31, 2025.

Management’s Discussion and Analysis
March 31, 2025
M-15
Stantec Inc.


Shareholders’ Equity
Shareholders’ equity increased $94.2 million from December 31, 2024. The increase in shareholders' equity was mainly due to net income of $100.1 million earned in the first quarter of 2025 and other comprehensive income of $19.8 million, primarily related to exchange differences on translation of our foreign subsidiaries. These increases were partly offset by dividends declared of $25.7 million.

Our Normal Course Issuer Bid (NCIB) on the TSX was renewed on December 11, 2024, enabling us to repurchase up to 2,281,339 of our common shares during the period of December 13, 2024 to December 12, 2025. We also have an Automatic Share Purchase Plan with a broker that allows the purchase of common shares for cancellation under the NCIB at any time during predetermined trading blackout periods within certain pre-established parameters.

Other
Outstanding Share Data
Common shares outstanding were 114,066,995 at March 31, 2025 and May 14, 2025. No shares were repurchased from April 1, 2025 to May 14, 2025 under our NCIB or our Automatic Share Purchase Plan.

Contractual Obligations
The nature and extent of our contractual obligations did not change materially from those described in the Contractual Obligations section of our 2024 Annual Report (incorporated here by reference). Management believes sufficient liquidity is available to meet our contractual obligations as at March 31, 2025.

Off-Balance Sheet Arrangements
The nature and extent of our off-balance sheet arrangements did not change materially from those described in the Off-Balance Sheet Arrangements section of our 2024 Annual Report (incorporated here by reference).

Financial Instruments and Market Risk
At March 31, 2025, the nature and extent of our use of financial instruments did not change materially from those described in the Financial Instruments and Market Risk section of our 2024 Annual Report (incorporated here by reference).

Related-Party Transactions
Transactions with subsidiaries, structured entities, associated companies, joint ventures, and key management personnel are further described in note 32 of our audited consolidated financial statements for the year ended December 31, 2024 (included in our 2024 Annual Report and incorporated here by reference). At March 31, 2025, the nature and extent of these transactions were not materially different from those disclosed in the 2024 Annual Report.

Critical Accounting Developments, Estimates, and Measures
Recent Accounting Pronouncement
Certain amendments disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter ended March 31, 2025 (incorporated here by reference) had an effective date of January 1, 2025, but did not have a material impact on the consolidated financial statements or accounting policies for the quarter ended March 31, 2025.

Future Adoptions
Standards, amendments, and interpretations that we reasonably expect to be applicable at a future date and intend to adopt when they become effective are described in note 6 of our 2024 audited consolidated financial statements and note 3 of our unaudited interim consolidated financial statements for the quarter ended March 31, 2025 (both incorporated here by reference). We are currently considering the impact of adopting these standards, amendments, and interpretations on our consolidated financial statements.

Management’s Discussion and Analysis
March 31, 2025
M-16
Stantec Inc.


Change in Accounting Policy
In April 2024, the IFRS Interpretations Committee (IFRIC) issued an agenda decision on Payments Contingent on Continued Employment during Handover Periods (IFRS 3 Business Combinations). IFRS 3 requires contingent payments (including deferred payments) to employees or selling shareholders to be treated as contingent consideration in a business combination or as separate transactions, depending on the nature of the payments. The agenda decision provided clarification on how automatic forfeiture should be applied to payments in a business combination which may be contingent on the sellers' continued employment.

Historically we issued notes payable as purchase consideration that were contingent on selling shareholders complying with the terms of the acquisition agreement. Effective September 30, 2024, we performed a reassessment of our historical acquisitions, based on the IFRIC clarification, and revised the accounting for certain historical notes payable from purchase consideration to compensation for post-combination services. We have also changed the terms used in recent acquisition agreements to clarify that adjustments to the notes payable are not contingent on continued employment but adjusted based on factors relevant to the performance of the business. The reassessment was applied as a change in accounting policy, retrospectively to all prior periods presented. The impacts on our consolidated financial statements are disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter ended March 31, 2025 (incorporated herein by reference).

Critical Accounting Estimates
The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires us to make various estimates and assumptions. However, future events may result in significant differences between estimates and actual results.

There has been no significant change in our critical accounting estimates in Q1 2025 from those described in our 2024 Annual Report in the Critical Accounting Estimates, Developments, and Measures section and in note 5 of our December 31, 2024 audited consolidated financial statements (incorporated here by reference).

Definitions of Non-IFRS and Other Financial Measures
This MD&A includes references to and uses measures and terms that are not specifically defined in IFRS Accounting Standards and do not have any standardized meaning prescribed by IFRS Accounting Standards. These measures and terms are defined below. These non-IFRS and other financial measures may not be comparable to similar measures presented by other companies. We believe that the measures defined here are useful for providing investors with additional information to assist them in understanding components of our financial results.

Non-IFRS Financial Measures and Ratios

Adjusted Measures
We use several adjusted financial measures because we believe they are useful for providing securities analysts, investors, and other interested parties with additional information to assist them in understanding components of our financial results (including a more complete understanding of factors and trends affecting our operating performance). These adjusted measures also provide supplemental measures of operating performance and improve comparability of operating results from one period to another, thus highlighting trends that may not otherwise be apparent when relying solely on IFRS Accounting Standards financial measures. Unless otherwise noted, a reconciliation of these adjusted measures to the most directly comparable IFRS Accounting Standards measure is included on page M-5.

Adjusted EBITDArepresents netincome from continuing operations before interest expense, income taxes, depreciation of property and equipment, depreciation of lease assets, amortization of intangible assets, impairment charges and reversals thereof, acquisition, integration and restructuring costs, and other adjustments for other specific items that are significant but are not reflective of our underlying operations. Specific items are subjective; however, we use our judgement and informed decision-making when identifying items to be excluded in calculating our adjusted measures. We use adjusted EBITDA as a measure of pre-tax operating cash flow. The most comparable IFRS Accounting Standards measure for adjusted EBITDA is net income.

Adjusted Net Incomerepresents net income from continuing operations excluding the amortization of intangibles acquired through acquisitions, impairment charges and reversals thereof, acquisition, integration and restructuring costs, and adjustments for other specific items that are significant but are not reflective of our underlying operations, all on an after-tax basis. Specific items are subjective; however, we use our judgement and informed decision-making
Management’s Discussion and Analysis
March 31, 2025
M-17
Stantec Inc.


when identifying items to be excluded in calculating our adjusted measures. We use adjusted net income as a measure of overall profitability. The most comparable IFRS Accounting Standards measure for adjusted net income is net income.

Adjusted Earnings Per Share (EPS) is a non-IFRS ratio calculated by dividing adjusted net income (defined above) by the diluted weighted average number of shares outstanding.

Adjusted Return on Invested Capital (ROIC) is a non-IFRS ratio that represents our full year adjusted net income (defined above) before tax-adjusted interest relative to our average aggregate net debt and adjusted shareholders’ equity, determined annually. Average net debt and adjusted shareholders’ equity are calculated using balances from past years. Adjusted shareholders’ equity includes the impact of adjusted net income from continuing operations (as defined above). We use adjusted ROIC to evaluate annual returns generated on our debt and equity capital. The most comparable IFRS Accounting Standards measure for adjusted net income before tax-adjusted interest is net income. The most comparable measure for adjusted shareholders’ equity is shareholders’ equity.

Net Debt to Adjusted EBITDA. As part of our assessment of our capital structure, we monitor net debt to adjusted EBITDA, a non-IFRS ratio. It is defined as the sum of (1) long-term debt, including current portion, and bank indebtedness, less cash and cash equivalents, divided by (2) adjusted EBITDA (as defined above). Net debt to adjusted EBITDA is quantified in the Liquidity and Capital Resources section on page M-15.

Free Cash Flow is used to monitor the availability of discretionary cash as part of our capital management. It is defined as operating cash flows less capital expenditures and net lease payments. A reconciliation of free cash flow to its most comparable IFRS Accounting Standards measure, cash flows from operating activities, is included in the Additional Reconciliation of Non-IFRS Financial Measure on page M-19.

Margin. We calculate margin as a percentage of net revenue and monitor margin in comparison to our internal targets. Margin is a non-IFRS ratio when applied to non-IFRS financial measures.

Constant Currency Basis and Impact of Foreign Exchange. We monitor the impact of changing foreign exchange rates, quantify foreign exchange impacts, and, from time to time, prepare analyses on a constant currency basis (i.e., excluding the impact of foreign exchange) to better understand changes in activity. Amounts presented on a constant currency basis are non-IFRS financial measures; related fractions and percentages are non-IFRS ratios.

Compound Annual Growth Rate (CAGR) is a metric we use to evaluate the growth in our business. It represents the growth rate over a period of time on an annual compounded basis. CAGR is a non-IFRS ratio when applied to non-IFRS measures.

Supplementary Financial Measures

Days Sales Outstanding (DSO). DSO is a metric we use to evaluate the efficiency of our working capital. It represents the average number of days to convert our trade receivables, unbilled receivables, contract assets, and deferred revenue to cash. We calculate DSO by annualizing gross revenue for the quarter as reported under IFRS Accounting Standards.

Organic Growth (Retraction) and Acquisition Growth. To evaluate our performance, we quantify the change in revenue and backlog as either related to organic growth (retraction), acquisition growth, or the impact of foreign exchange. Revenue and backlog earned by acquired companies in the first 12 months following an acquisition is reported as growth from acquisitions and thereafter as organic growth (retraction). Organic growth (retraction) excludes the impact of foreign currency fluctuations. From time to time, we also quantify the impacts of certain unusual events to organic growth (retraction) to provide useful information to investors to help better understand our financial results.

Margin (defined above) is a supplementary financial measure when applied to IFRS Accounting Standard measures.

Compound Annual Growth Rate (CAGR) (defined above) is a supplementary financial measure when applied to IFRS Accounting Standard financial measures.

Management’s Discussion and Analysis
March 31, 2025
M-18
Stantec Inc.


Current ratio is a supplementary financial measure calculated by dividing current assets by current liabilities that we use in assessing overall liquidity.

Working capital is a supplementary financial measure that we use as a measure for assessing overall liquidity. It is calculated by subtracting current liabilities from current assets.

Capital Management Measures

Net debt and total capital managed are categorized as capital management measures and quantified on page M-15.

Additional Reconciliation of Non-IFRS Financial Measure

Free Cash Flow

Quarter Ended Mar 31,
(In millions of Canadian dollars)20252024
Net cash flows from operating activities (note 1)100.7 42.7 
Less: capital expenditures (property and equipment and intangible assets)(16.1)(20.5)
Less: net lease payments(33.7)(21.2)
Free cash flow (note 1 and 2)
50.9 1.0 
note 1: Net cash flows from operating activities and free cash flow for the quarter ended March 31, 2024 have been retrospectively revised for the change in accounting policy related to the treatment of deferred payments from our historical acquisitions. Refer to the Critical Accounting Developments, Estimates, and Measurements section for further details.
note 2: See the Definitions section for a discussion of free cash flow, a non-IFRS measure.

Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our CEO and CFO evaluated our disclosure controls and procedures (defined in the US Securities Exchange Act Rules 13a–15(e) and 15d–15(e)) as of the end of the period covered by this quarterly report. Based on the evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at such date.

Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a–15 or 15d–15 under the Securities Exchange Act of 1934 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risk Factors
For the quarter ended March 31, 2025, there has been no significant change in our risk factors from those described in our 2024 Annual Report (incorporated here by reference).

Management’s Discussion and Analysis
March 31, 2025
M-19
Stantec Inc.


Subsequent Events
Page
On April 2, 2025, we entered into a definitive purchase agreement to acquire all the issued and outstanding membership interest of Page. The acquisition is expected to close upon receipt of required regulatory approvals. Page is a 1,400-person architecture and engineering firm headquartered in Washington, DC serving the advanced manufacturing, healthcare, mission critical, academic, civic, aviation, science and technology, and commercial markets. This acquisition will primarily strengthen our Buildings operations in the United States cash generating unit (CGU).

Ryan Hanley
On April 8, 2025, we acquired all the issued and outstanding shares of Kallan Sustainable Holdings Limited and Ryan Hanley Limited (collectively Ryan Hanley). Ryan Hanley is a 150-person engineering and environmental consultancy with locations across Ireland. This acquisition will strengthen our Water operations in the Global group of CGUs.

Dividends
On May 14, 2025, our Board of Directors declared a dividend of $0.225 per share, payable on July 15, 2025, to shareholders of record on June 30, 2025.

Caution Regarding Forward-Looking Statements
Our public communications often include written or verbal forward-looking statements or forward-looking information within the meaning of the US Private Securities Litigation Reform Act and Canadian securities laws (forward-looking statements). Forward-looking statements are disclosures regarding possible events, conditions, or results of operations that are based on assumptions about future economic conditions or courses of action and include financial outlooks or future-oriented financial information. Any financial outlook or future-oriented financial information in this MD&A has been approved by management of Stantec. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future and may not be appropriate for other purposes.

Forward-looking statements may involve but are not limited to comments with respect to our objectives for 2025 and beyond, our strategies or future actions, our targets, our expectations for our financial condition or share price, or our outlook for our operations. Statements of this type may be contained in filings with securities regulators or in other communications and are contained in this report. Forward-looking statements in this report include but are not limited to the following:
Our expectations in our Outlook section to address our targets and expectations for 2025:
Our belief that global trends continue to drive strong demand for our services, and our diversification of services across sectors and geographies creates resiliency within our operations;
Net revenue growth of 7% to 10%, with organic net revenue growth in the mid- to high-single digits;
Organic growth in Canada, the US, and Global regions in the mid- to high- single digits;
Adjusted EBITDA margin in the range of 16.7% to 17.3%, reflecting strong project margins driven by solid project execution and continued discipline and enhanced strategies in the management of administration and marketing costs. These strategies include expanding the use of our high value centers, optimizing digital strategies, and increased efficiencies from improving scale in certain geographies;
Adjusted EBITDA margin in Q2 and Q3 2025 is expected to be near or above the high end of this range because of increased seasonal activities in the northern hemisphere, offset by lower expected margins in Q4 of 2025 due to seasonal effects.
Adjusted net income as a percentage of net revenue above 8.8%;
Adjusted EPS growth in the range of 16% to 19%;
Adjusted ROIC expected to be above 12%;
Our belief that public infrastructure spending; private investment; increased project work in water security and transportation; the urgent challenges to tackle climate change and resource security; Smart(ER) cities;
Management’s Discussion and Analysis
March 31, 2025
M-20
Stantec Inc.


and buildings, including hospitals, data centers, and other mission critical facilities, to meet civic, healthcare, residential and industrial markets, are key growth drivers;
Our expectation that UK backlog will begin increasing in Q2 2025 as we transition from the AMP7 cycle to AMP8.
Our expectations regarding our sources of cash and our ability to meet our normal operating and capital expenditures in the Liquidity and Capital Resources section; and
Our expectations in the Critical Accounting Estimates, Developments and Measures section.

These describe the management expectations and targets by which we measure our success and assist our shareholders in understanding our financial position as at and for the periods ended on the dates presented in this report. Readers are cautioned that this information may not be appropriate for other purposes.

By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions, projections, and other forward-looking statements will not prove to be accurate. We caution readers of this report not to place undue reliance on our forward-looking statements since a number of factors could cause actual future results, conditions, actions, or events to differ materially from the targets, expectations, estimates, or intentions expressed in these forward-looking statements.

Future outcomes relating to forward-looking statements may be influenced by many factors and material risks. For the quarter ended March 31, 2025, there has been no significant change in our risk factors from those described in our 2024 Annual Report (incorporated here by reference).

Assumptions
In determining our forward-looking statements, we consider material factors, including assumptions about the performance of Canadian, US, and various international economies and their effect on our business. The assumptions we made at the time of publishing our annual targets and outlook for 2025 are listed in the Cautionary Note Regarding Forward-Looking Statements section of our 2024 Annual Report (incorporated here by reference). The following information updates and therefore supersedes those assumptions.
Our March 2025 outlook forecast assumed an average value for the US dollar of $1.41, GBP of $1.80, and AU of $0.90, which is consistent with the forecast provided in the 2024 Annual Report, with the exception of GBP which has been revised from $1.73.
As of March 2025 Canada's 2025 GDP growth is projected to see a growth rate of 1.2% compared to 1.8% at December 2024, the US is projected to see a growth rate of 1.7% compared to 1.9% at December 2024, and the UK is projected to see a growth rate of 1.1% compared to 1.6% at December 2024. Australia's 2025 GDP growth is projected to remain consistent with the rate forecasted in December 2024 of 2.2%.
New housing construction in Canada decreased 9% over the first quarter of 2025, which was consistent with the December 2024 forecast. In the United States, the forecasted seasonally adjusted annual rate of total housing starts for 2025 was expected to be 1.37 million as of December 2024. This has since been revised to 1.38 million at March 2025.
The American Institute of Architects ABI (architectural billing index) was 44.1 at March 2025 and remained consistent with the December 2024 index.
The preceding list of factors is not exhaustive. Investors and the public should carefully consider these factors, other uncertainties and potential events, and the inherent uncertainty of forward-looking statements when relying on these statements to make decisions with respect to our Company. The forward-looking statements contained herein represent our expectations as of May 14, 2025, and, accordingly, are subject to change after such date. Except as may be required by law, we do not undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time. In the case of the ranges of expected performance for fiscal year 2025, it is our current practice to evaluate and, where we deem appropriate, to provide updates. However, subject to legal requirements, we may change this practice at any time at our sole discretion.
Management’s Discussion and Analysis
March 31, 2025
M-21
Stantec Inc.

Document 1

EX-99.2 3 ex-992xfinancialxstatement.htm EX-99.2 Document

Exhibit 99.2 - Stantec Inc.'s Unaudited Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position
(Unaudited)
March 31,
2025
December 31,
2024
(In millions of Canadian dollars)Notes$$
ASSETS
Current
Cash and cash equivalents254.0 228.5 
Trade and other receivables41,194.3 1,323.8 
Unbilled receivables789.2 724.5 
Contract assets127.3 116.0 
Income taxes recoverable51.1 64.4 
Prepaid expenses82.9 64.3 
Other assets530.1 27.5 
Total current assets2,528.9 2,549.0 
Non-current
Property and equipment297.6 299.0 
Lease assets464.4 474.3 
Goodwill2,728.9 2,712.5 
Intangible assets419.6 427.0 
Net employee defined benefit asset78.2 75.0 
Deferred tax assets121.0 119.3 
Other assets5300.2 300.0 
Total assets6,938.8 6,956.1 
LIABILITIES AND EQUITY
Current
Bank indebtedness617.6 17.1 
Trade and other payables898.3 1,018.7 
Lease liabilities115.1 113.6 
Deferred revenue487.5 502.4 
Income taxes payable18.1 32.3 
Long-term debt6,11176.0 175.0 
Provisions763.1 66.4 
Other liabilities855.2 53.5 
Total current liabilities1,830.9 1,979.0 
Non-current
Lease liabilities514.9 528.6 
Long-term debt6,111,231.3 1,208.5 
Provisions7181.0 167.9 
Net employee defined benefit liability21.7 22.4 
Deferred tax liabilities62.6 63.6 
Other liabilities857.1 41.0 
Total liabilities3,899.5 4,011.0 
Total shareholders’ equity3,039.3 2,945.1 
Total liabilities and equity6,938.8 6,956.1 
See accompanying notes

F-1
Stantec Inc.


Interim Condensed Consolidated Statements of Income
(Unaudited)
For the quarter ended
March 31,
20252024
$$
(In millions of Canadian dollars, except per share amounts)Notes
(Note 3.c)1
Gross revenue1,923.6 1,721.4 
Less subconsultant and other direct expenses370.6 351.3 
Net revenue1,553.0 1,370.1 
Direct payroll costs12709.5 627.6 
Project margin843.5 742.5 
Administrative and marketing expenses9,11,12612.0 545.9 
Depreciation of property and equipment17.6 15.8 
Depreciation of lease assets32.2 31.5 
Amortization of intangible assets28.7 31.0 
Net interest expense and other net finance expense
13
21.4 24.2 
Other expenses (income)141.6 (5.3)
Income before income taxes 130.0 99.4 
Income taxes
Current32.5 24.4 
Deferred(2.6)(2.1)
Total income taxes29.9 22.3 
Net income for the period100.1 77.1 
Weighted average number of shares outstanding - basic and diluted114,066,995 114,066,995 
Shares outstanding, end of the period114,066,995 114,066,995 
Earnings per share - basic and diluted0.88 0.68 
See accompanying notes
1 Revised for change in accounting policy (see Note 3.c)
F-2
Stantec Inc.


Interim Condensed Consolidated Statements
of Comprehensive Income
(Unaudited)
For the quarter ended
March 31,
20252024
$$
(In millions of Canadian dollars)
Notes
(Note 3.c)1
Net income for the period100.1 77.1 
Other comprehensive income (loss)
Items that may be reclassified to net income in subsequent periods:
Exchange differences on translation of foreign operations1118.5 44.3 
Net unrealized gain (loss) on financial instruments5,111.3 (2.2)
Other comprehensive income for the period, net of tax19.8 42.1 
Total comprehensive income for the period, net of tax119.9 119.2 
See accompanying notes
1 Revised for change in accounting policy (see Note 3.c)
F-3
Stantec Inc.


Interim Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
Shares
Outstanding
(note 9)
Share
Capital
Contributed
Surplus
Retained
Earnings
Accumulated Other
Comprehensive
Income
Total
(In millions of Canadian dollars, except shares)#$$$$$
Balance, December 31, 2023114,066,995 1,271.3 5.5 1,104.5 69.8 2,451.1 
Net income (Note 3.c)1
77.1 77.1 
Other comprehensive income (Note 3.c)1
42.1 42.1 
Total comprehensive income (Note 3.c)1
77.1 42.1 119.2 
Dividends declared(23.9)(23.9)
Balance, March 31, 2024114,066,995 1,271.3 5.5 1,157.7 111.9 2,546.4 
Balance, December 31, 2024114,066,995 1,271.3 5.5 1,370.4 297.9 2,945.1 
Net income100.1 100.1 
Other comprehensive income19.8 19.8 
Total comprehensive income100.1 19.8 119.9 
Dividends declared(25.7)(25.7)
Balance, March 31, 2025114,066,995 1,271.3 5.5 1,444.8 317.7 3,039.3 
See accompanying notes
1 Revised for change in accounting policy (see Note 3.c)
F-4
Stantec Inc.


Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the quarter ended
March 31,
20252024
$$
(In millions of Canadian dollars)Notes
(Note 3.c)1
OPERATING ACTIVITIES
Net income100.1 77.1 
Add (deduct) items not affecting cash:
Depreciation of property and equipment17.6 15.8 
Depreciation of lease assets32.2 31.5 
Amortization of intangible assets28.7 31.0 
Share-based compensation912.0 16.2 
Provisions721.3 14.9 
Other non-cash items1.3 (8.1)
213.2 178.4 
Trade and other receivables138.4 45.4 
Unbilled receivables(61.9)(81.6)
Contract assets(11.3)(13.3)
Prepaid expenses(18.3)(16.0)
Income taxes net recoverable
(0.9)15.8 
Trade and other payables and other accruals(142.9)(88.0)
Deferred revenue(15.6)2.0 
(112.5)(135.7)
Net cash flows from operating activities100.7 42.7 
INVESTING ACTIVITIES
Business acquisitions, net of cash acquired (431.3)
Purchase of investments held for self-insured liabilities5(41.4)(9.8)
Proceeds from sale of investments held for self-insured liabilities534.5 51.3 
Purchase of property and equipment and intangible assets(16.1)(20.5)
Other1.4 2.2 
Net cash flows used in investing activities(21.6)(408.1)
FINANCING ACTIVITIES
Net proceeds from revolving credit facility
1555.0 270.5 
Repayment of notes payable and other financing obligations15(51.2)(23.7)
Net proceeds from bank indebtedness
 5.1 
Net lease payments15(33.7)(21.2)
Payment of dividends to shareholders9(23.9)(22.3)
Net cash flows (used in) from financing activities(53.8)208.4 
Foreign exchange gain on cash held in foreign currency
0.2 3.6 
Net increase (decrease) in cash and cash equivalents25.5 (153.4)
Cash and cash equivalents, beginning of the period228.5 352.9 
Cash and cash equivalents, end of the period254.0 199.5 
See accompanying notes
1 Revised for change in accounting policy (see Note 3.c)
F-5
Stantec Inc.



Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-6
Stantec Inc.


Notes to the Unaudited Interim Condensed
Consolidated Financial Statements

1.Corporate Information
The interim condensed consolidated financial statements (consolidated financial statements) of Stantec Inc., its subsidiaries, and its structured entities (the Company) for the quarter ended March 31, 2025, were authorized for issuance in accordance with a resolution of the Company’s Audit and Risk Committee on May 14, 2025. The Company was incorporated under the Canada Business Corporations Act on March 23, 1984. Its shares are traded on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) under the symbol STN. The Company’s registered office is located at Suite 300, 10220 - 103 Avenue, Edmonton, Alberta. The Company is domiciled in Canada.

Stantec is a global leader in sustainable engineering, architecture, and environmental consulting. Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more. The Company’s services include engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics, from initial project concept and planning through to design, construction administration, commissioning, maintenance, decommissioning, and remediation.

2.Basis of Preparation
These consolidated financial statements for the quarter ended March 31, 2025 were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. These consolidated financial statements do not include all information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s December 31, 2024 annual consolidated financial statements. These consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest million ($000,000), except where otherwise indicated.

The accounting policies applied when preparing the Company’s consolidated financial statements are consistent with those followed when preparing the annual consolidated financial statements for the year ended December 31, 2024 except as described in note 3.

The preparation of these consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of revenues, expenses, assets, and liabilities. The significant judgments made by management when applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s December 31, 2024 annual consolidated financial statements.

3.Recent Accounting Pronouncements and Changes to Accounting Policies
a) Recent adoption
In August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21), which clarified that entities must estimate the spot exchange rate when it is determined that a currency lacks exchangeability and introduced targeted disclosure requirements. This amendment became effective January 1, 2025 and did not have a material impact on the Company's consolidated financial statements.

b) Future adoptions
The standards, amendments, and interpretations issued before 2025 but not yet adopted by the Company have been disclosed in note 6 of the Company’s December 31, 2024 annual consolidated financial statements.


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-7
Stantec Inc.


In April 2025, the IFRS Interpretations Committee (IFRIC) issued an agenda decision on Guarantees Issued on Obligations of Other Entities. The agenda decision clarifies that an entity accounts for a guarantee that it issues based on the requirements in IFRS Accounting Standards, including the scoping requirements and using judgment to determine which standard applies, and not based on the nature of the entity's business activities.

The Company is currently considering the impact of adopting these standards, amendments, and interpretations on its consolidated financial statements.

c) Change in accounting policy
In April 2024, the IFRIC issued an agenda decision on Payments Contingent on Continued Employment during Handover Periods (IFRS 3 Business Combinations). IFRS 3 requires contingent payments (including deferred payments) to employees or selling shareholders to be treated as contingent consideration in a business combination or as separate transactions, depending on the nature of the payments. The agenda decision provided clarification on how automatic forfeiture should be applied to payments in a business combination which may be contingent on the sellers' continued employment.

Historically the Company issued notes payable as purchase consideration that were contingent on selling shareholders complying with the terms of the acquisition agreement. Effective September 30, 2024, the Company performed a reassessment of historical acquisitions based on the IFRIC clarification, and revised the accounting for certain historical notes payable from purchase consideration to compensation for post-combination services. The Company has also changed the terms used in recent acquisition agreements to clarify that adjustments to the notes payable are not contingent on continued employment but adjusted based on factors relevant to the performance of the business. The reassessment was applied as a change in accounting policy, retrospectively to all prior periods presented. The impacts on the Company’s consolidated financial statements were as follows:

Consolidated Statements of Income
For the quarter ended March 31, 2024
(as previously stated)
Increase (Decrease)For the quarter ended March 31, 2024
(revised)
$$$
Administrative and marketing expenses542.9 3.0 545.9 
Income before income taxes102.4 (3.0)99.4 
Deferred income taxes
(1.4)(0.7)(2.1)
Net income for the period79.4 (2.3)77.1 
Earnings per share, basic and diluted0.70 (0.02)0.68 

Consolidated Statements of Comprehensive Income
For the quarter ended March 31, 2024
(as previously stated)
Increase (Decrease)For the quarter ended March 31, 2024
(revised)
$$$
Net income for the period79.4 (2.3)77.1 
Exchange differences on translation of foreign operations47.5 (3.2)44.3 
Other comprehensive income (loss) for the period, net of tax45.3 (3.2)42.1 
Total comprehensive income for the period, net of tax124.7 (5.5)119.2 


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-8
Stantec Inc.


Consolidated Statements of Cash Flows
For the quarter ended March 31, 2024
(as previously stated)
Increase (Decrease)For the quarter ended March 31, 2024
(revised)
$$$
Net income79.4 (2.3)77.1 
Other non-cash items(7.4)(0.7)(8.1)
Trade and other payables and other accruals
(76.8)(11.2)(88.0)
Net cash flows from operating activities56.9 (14.2)42.7 
Repayment of notes payable and other financing obligations(37.9)14.2 (23.7)
Net cash flows from financing activities
194.2 14.2 208.4 

4.Trade and Other Receivables
March 31,
2025
December 31,
2024
$$
Trade receivables, net of expected credit losses of $3.0 (2024 – $2.7)
1,151.0 1,282.4 
Holdbacks and other27.8 26.5 
Insurance receivables15.5 14.9 
Trade and other receivables1,194.3 1,323.8 

The aging analysis of gross trade receivables is as follows:
Total1–3031–6061–9091–120121+
$$$$$$
March 31, 20251,154.0 718.5 229.3 53.9 54.8 97.5 
December 31, 20241,285.1 655.9 380.6 118.3 36.1 94.2 

Information about the Company’s exposure to credit risks for trade and other receivables is included in note 11.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-9
Stantec Inc.


5.Other Assets

March 31,
2025
December 31,
2024
Notes
$$
Financial assets
Investments held for self-insured liabilities
10
201.9 195.7 
Holdbacks on long-term contracts39.8 43.7 
Derivative financial instruments1124.1 20.7 
Insurance recovery assets12.4 10.6 
Other35.6 39.2 
Non-financial assets
Other16.5 17.6 
330.3 327.5 
Less current portion - financial28.8 26.2 
Less current portion - non-financial1.3 1.3 
Long-term portion300.2 300.0 

Financial assets — Other primarily includes sublease receivables and deposits. Non-financial assets — Other primarily includes investments in joint ventures and associates, transaction costs on long-term debt, and investment tax credits.

Investments held for self-insured liabilities include government and corporate bonds that are classified as fair value through other comprehensive income with unrealized gains (losses) recorded in other comprehensive income. Investments also include equity securities that are classified as fair value through profit and loss with gains (losses) recorded in net income.

6.Long-Term Debt
March 31,
2025
December 31,
2024
$$
Senior unsecured notes548.2 548.1 
Revolving credit facility311.0 256.0 
Term loan facilities406.1 405.6 
Notes payable89.3 116.8 
Other financing obligations52.7 57.0 
1,407.3 1,383.5 
Less current portion176.0 175.0 
Long-term portion1,231.3 1,208.5 

Senior unsecured notes
The Company's senior unsecured notes (the notes) consist of:
$300 of notes that mature on October 8, 2027, bearing interest at a fixed rate of 2.048% per annum; and
$250 of notes that mature on June 27, 2030, bearing interest at a fixed rate of 5.393% per annum.

The notes rank pari passu with all other debt and future indebtedness of the Company.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-10
Stantec Inc.




Revolving credit and term loan facilities
The Company has syndicated senior credit facilities, structured as a sustainability-linked loan, consisting of an unsecured senior revolving credit facility in the maximum amount of $800 and an unsecured senior term loan of $310 in two tranches. Additional funds of $600 can be accessed subject to approval and under the same terms and conditions. The revolving credit facility and the term loan facilities are unsecured, may be repaid from time to time at the option of the Company, and mature at various dates before June 27, 2029. The Company also has an unsecured bilateral term credit facility of $100 that matures on June 28, 2025. The average interest rate for the credit facilities at March 31, 2025, was 4.34% (December 31, 2024 – 4.86%).

The Company is subject to restrictive covenants related to its revolving credit facility, term loan facilities, and senior unsecured notes, which are measured quarterly. These covenants are consistent with those disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2024. The Company was in compliance with these covenants as at and throughout the quarter ended March 31, 2025.

Bank indebtedness
The Company has an uncommitted unsecured multicurrency credit facility of up to £20 and an overdraft facility of up to AU$5, repayable on demand.

Notes payable and other finance obligations
Notes payable consists primarily of notes payable for acquisitions and are due at various times from 2025 to 2027. Repayment is contingent on selling shareholders complying with the terms of the acquisition agreements.

The Company has other financing obligations for software (included in intangible assets), equipment, and leasehold improvements. These obligations expire at various dates before February 2029.

Letter of credit and surety facilities
The Company issues letters of credit within its revolving credit facility and has a separate facility outside of its revolving credit facility that provides letters of credit up to $100. The Company also enters into bonds for certain projects.

7.Provisions
Self-
insured
liabilities
ClaimsLease
restoration
Onerous contractsTotal
$$$$$
January 1, 2025
113.1 70.0 29.6 21.6 234.3 
Current period provisions11.5 10.5 0.6 0.3 22.9 
Paid or otherwise settled(7.1)(3.3)(0.1)(2.7)(13.2)
Impact of foreign exchange(0.3)0.3 0.1  0.1 
117.2 77.5 30.2 19.2 244.1 
Less current portion12.5 36.2 4.2 10.2 63.1 
Long-term portion104.7 41.3 26.0 9.0 181.0 

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-11
Stantec Inc.


8.Other Liabilities
March 31,
2025
December 31,
2024
$$
Cash-settled share-based compensation95.4 85.2 
Other16.9 9.3 
112.3 94.5 
Less current portion55.2 53.5 
Long-term portion57.1 41.0 
9.Share Capital
Authorized
UnlimitedCommon shares, with no par value
UnlimitedPreferred shares issuable in series, with attributes designated by the board of directors

Common shares
The Company has approval to repurchase up to 2,281,339 common shares during the period December 13, 2024 to December 12, 2025, and an Automatic Share Purchase Plan (ASPP) which allows a broker, in its sole discretion and based on the parameters established by the Company, to purchase common shares for cancellation under the Normal Course Issuer Bid (NCIB) at any time during predetermined trading blackout periods. As at March 31, 2025 and December 31, 2024, no liability was recorded in the Company’s consolidated statements of financial position in connection with the ASPP.

Dividends
Holders of common shares are entitled to receive dividends when declared by the Company’s board of directors. The table below describes the dividends paid in 2025:
Dividend per SharePaid
Date DeclaredRecord DatePayment Date$$
November 7, 2024December 31, 2024January 15, 20250.210 23.9 
February 24, 2025March 28, 2025April 15, 20250.225 — 

At March 31, 2025, trade and other payables included $25.7 related to the dividends declared on February 24, 2025.

Share-based payment transactions
During the first quarter of 2025, the Company recognized a net share-based compensation expense of $12.0 (March 31, 2024 - $16.2), in administrative and marketing expenses in the consolidated statements of income, comprised ofshare-based compensation expense of $17.2 (March 31, 2024 - $19.7) offset by a hedge impact of $5.2 (March 31, 2024 - $3.5) (note 12).

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-12
Stantec Inc.


10. Fair Value Measurements
All financial instruments carried at fair value are categorized into one of the following:
Level 1 – quoted market prices
Level 2 – valuation techniques (market observable)
Level 3 – valuation techniques (non-market observable)
When forming estimates, the Company uses the most observable inputs available for valuation purposes. If a fair value measurement reflects inputs of different levels within the hierarchy, the financial instrument is categorized based on the lowest level of significant input.

When determining fair value, the Company considers the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability. The Company measures certain financial assets and liabilities at fair value on a recurring basis.

For financial instruments recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorizations at the end of each reporting period.

In the first quarter of 2025, no changes were made to the method of determining fair value and no transfers were made between levels of the hierarchy.

The following tables summarize the Company’s fair value hierarchy for those assets and liabilities measured and adjusted to fair value on a recurring basis:
Carrying
Amount
Level 1Level 2Level 3
At March 31, 2025
Notes$$$$
Assets
Investments held for self-insured liabilities5201.9 — 201.9 — 
Derivative financial instruments
5,1124.1 — 24.1 — 
Liabilities
Notes payable689.3 — — 89.3 
At December 31, 2024
Assets
Investments held for self-insured liabilities5195.7 — 195.7 — 
Derivative financial instruments5,1120.7 — 20.7 — 
Liabilities
Notes payable6116.8 — — 116.8 

Investments held for self-insured liabilities consist of government and corporate bonds and equity securities. Fair value of bonds is determined using observable prices of debt with characteristics and maturities that are similar to the bonds being valued. Fair value of equities is determined using the reported net asset value per share of the investment funds. The funds derive their value from observable quoted prices of the equities owned that are traded in an active market.

The fair value of notes payable includes a forfeiture assumption which is not based on observable market data and as such, the valuation method is classified as level 3 in the fair value hierarchy. The forfeiture assumption is based on historical forfeiture experience, which has not been significant. For payments with terms greater than one year, the estimated liability is discounted using market rates of interest.

The following tables summarize the Company’s fair value hierarchy for those liabilities that were not measured at fair value but are required to be disclosed at fair value on a recurring basis:
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-13
Stantec Inc.


Carrying
Amount
Level 1Level 2Level 3
At March 31, 2025
Note$$$$
Senior unsecured notes6548.2  560.5  
At December 31, 2024
Senior unsecured notes6548.1  548.2  

The fair value of senior unsecured notes is determined by calculating the present value of future payments using observable benchmark interest rates and credit spreads for debt with similar characteristics and maturities.
11.Financial Instruments
Total return swaps on share-based compensation units
The Company has total return swap (TRS) agreements with financial institutions to manage its exposure to changes in the fair value of the Company's shares for certain cash-settled share-based payment obligations. The Company has designated the TRSs related to its restricted share units (RSUs) as a cash flow hedge, with a notional amount of $25.5 maturing between 2025 and 2027. The fair value of the TRSs are based on the difference between the hedged price and the fair value of the Company’s common shares and are recorded in other assets (note 5).

During the first quarter of 2025, the TRSs related to the Company's RSUs had a fair value of $12.8 (December 31, 2024 - $10.7), a gain of $2.1 ($1.6 net of tax) (March 31, 2024 - a gain of $2.0 ($1.5 net of tax)) in other comprehensive income, and a gain of $2.3 (March 31, 2024 - gain of $2.3) was reclassified to the consolidated statements of income, in administrative and marketing expenses. The TRSs related to the Company's performance share units (PSUs) and deferred share units (DSUs), for which hedge accounting was not applied, had a fair value of $11.1 (December 31, 2024 - $8.2) and a net unrealized gain of $2.9 (March 31, 2024 – unrealized gain of $1.2) which was recognized in administrative and marketing expenses in the consolidated statements of income.

Credit risk
Assets that subject the Company to credit risk consist primarily of cash and cash equivalents, trade and other receivables, unbilled receivables, contract assets, investments held for self-insured liabilities, holdbacks on long-term contracts, and other financial assets. The Company’s maximum amount of credit risk exposure is limited to the carrying amount of these assets, which at March 31, 2025, was $2,678.6 (December 31, 2024 – $2,702.7).

The Company limits its exposure to credit risk by placing its cash and cash equivalents in high-quality credit institutions. Investments held for self-insured liabilities include corporate bonds and equity securities. The Company believes the risk associated with corporate bonds and equity securities is mitigated by the overall quality and mix of the Company’s investment portfolio. Substantially all bonds held by the Company are investment grade, and none are past due. The Company monitors changes in credit risk by tracking published external credit ratings.

The Company mitigates the risk associated with trade and other receivables, unbilled receivables, contract assets, and holdbacks on long-term contracts by providing services to diverse clients in various industries and sectors of the economy. In addition, management reviews trade and other receivables past due on an ongoing basis to identify matters that could potentially delay the collection of funds at an early stage. The Company does not concentrate its credit risk in any particular client, industry, or economic sector.

The Company monitors trade receivables to an internal target of days of revenue in trade receivables. At March 31, 2025, the days of revenue in trade receivables was 56 days (December 31, 2024 – 61 days).

Price risk
The Company’s investments held for self-insured liabilities are exposed to price risk arising from changes in the market values of the equity securities. This risk is mitigated because the portfolio of equity funds is monitored regularly and appropriately diversified. For the Company's investments held for self-insured liabilities, a 5% increase or decrease in equity prices at March 31, 2025, would increase or decrease the Company’s net income by $2.8 (March 31, 2024 - $2.4), respectively.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-14
Stantec Inc.


The Company is also exposed to changes in its share price arising from its cash-settled share-based payments as the Company's obligation under these arrangements are based on the price of the Company's shares. The Company mitigates a portion of its exposure to this risk for its PSUs, RSUs, and DSUs by entering into TRSs.

Liquidity risk
The Company meets its liquidity needs through various sources, including cash generated from operations, issuing senior unsecured notes, borrowings from its $800 revolving credit facility, term loan facilities, bilateral, multicurrency, and overdraft credit facilities, and the issuance of common shares. The unused capacity of the credit facilities at March 31, 2025, was $508.7 (December 31, 2024 – $563.2) and the Company also has access to additional funds of $600 under its syndicated credit facilities (note 6). The Company believes that it has sufficient resources to meet obligations associated with its financial liabilities.

Interest rate risk
The Company is subject to interest rate cash flow risk to the extent that its credit and term loan facilities are based on floating interest rates. The Company is also subject to interest rate pricing risk to the extent that its investments held for self-insured liabilities include fixed-rate government and corporate bonds. If the interest rate on the Company’s credit and term loan facilities at March 31, 2025, was 1% higher or lower, with all other variables held constant, net income would decrease or increase by $1.4 (March 31, 2024 - $1.5), respectively.

Foreign exchange risk
Foreign exchange risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange gains or losses in net income arise on the translation of foreign currency-denominated assets and liabilities (such as trade and other receivables, bank indebtedness, trade and other payables, and long-term debt) held in the Company's Canadian operations and foreign subsidiaries. The Company manages its exposure to foreign exchange fluctuations on these items by matching foreign currency assets with foreign currency liabilities and, from time to time, through the use of foreign currency forward contracts.

Foreign exchange fluctuations may also arise on the translation of foreign subsidiaries, where the functional currency is different from the Canadian dollar, and are recorded in other comprehensive income.

12.Employee Costs
For the quarter ended
March 31,
20252024
Note$$
Wages, salaries, and benefits
3.c
1,125.3 1,001.9 
Pension costs33.4 28.2 
Net share-based compensation9,1112.0 16.2 
Total employee costs1,170.7 1,046.3 
Direct labor709.5 627.6 
Indirect labor461.2 418.7 
Total employee costs1,170.7 1,046.3 

Direct labor costs include salaries, wages, and related fringe benefits (including pension costs) for labor hours directly associated with the completion of projects. Bonuses, share-based compensation, termination payments, and salaries, wages, and related fringe benefits (including pension costs) for labor hours not directly associated with the completion of projects are included in indirect labor costs. Indirect labor costs are included in administrative and marketing expenses in the consolidated statements of income.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-15
Stantec Inc.


13.Net Interest Expense and Other Net Finance Expense
For the quarter ended
March 31,
20252024
$$
Total net interest expense21.0 24.0 
Other net finance expense0.4 0.2 
Net interest expense and other net finance expense21.4 24.2 

Interest expense on the Company’s long-term debt and bank indebtedness for the first quarter of 2025 was $15.5 (March 31, 2024 – $19.3) (note 6). Interest on lease liabilities during the first quarter of 2025 was $7.4 (March 31, 2024 - $7.1).

14.Other Expenses (Income)
For the quarter ended
March 31,
20252024
$$
Realized gain on investments(7.3)(4.0)
Unrealized loss (gain) on equity securities8.7 (1.9)
Other0.2 0.6 
Total other expenses (income)1.6 (5.3)

15.Cash Flow Information
A reconciliation of liabilities arising from financing activities for the quarter ended March 31, 2025, is as follows: 
Senior Unsecured NotesRevolving Credit and Term Loan FacilitiesNotes
Payable
Other Financing ObligationsLease LiabilitiesTotal
$$$$$
January 1, 2025
548.1 661.6 116.8 57.0 642.2 2,025.7 
Statement of cash flows
Net proceeds (repayments)55.0 (29.1)(22.1)(33.7)(29.9)
Non-cash changes
Foreign exchange1.8  3.5 5.3 
Additions and modifications17.3 17.1 34.4 
Other0.1 0.5 (0.2)0.5 0.9 1.8 
March 31, 2025548.2 717.1 89.3 52.7 630.0 2,037.3 

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-16
Stantec Inc.


A reconciliation of liabilities arising from financing activities for the quarter ended March 31, 2024, is as follows: 
Senior Unsecured NotesRevolving Credit Facility and Term LoanNotes
Payable
Other Financing ObligationsLease LiabilitiesTotal
$$$$$
(Note 3.c)
January 1, 2024
547.6 487.7 52.0 10.9 579.1 1,677.3 
Statement of cash flows
Net proceeds (repayments)— 270.5 — (23.7)(21.2)225.6 
Non-cash changes
Foreign exchange— 1.3 0.9 0.2 4.6 7.0 
Additions and modifications— — — 51.1 27.8 78.9 
Acquisitions— — 72.2 8.6 42.4 123.2 
Other0.1 0.2 0.2 0.5 — 1.0 
March 31, 2024547.7 759.7 125.3 47.6 632.7 2,113.0 

For the quarter ended
March 31,
20252024
$$
Supplemental disclosure
Income taxes paid, net of recoveries
31.9 8.7 
Interest paid, net of receipts
15.7 15.6 

16.Segmented Information
The Company provides comprehensive professional services worldwide. It considers the basis on which it is organized, including geographic areas, to identify its reportable segments. Operating segments of the Company are defined as components of the Company for which separate financial information is available and are evaluated regularly by the chief operating decision maker when allocating resources and assessing performance. The Company’s operating segments are based on its regional geographic areas.

The Company’s reportable segments are Canada, United States, and Global. These reportable segments provide professional consulting in engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics services in the area of infrastructure and facilities.

Segment performance is evaluated by the chief operating decision maker based on project margin and is measured consistently with project margin in the consolidated financial statements. Reconciliations of project margin to net income before taxes is included in the consolidated statements of income.

Reportable segments
For the quarter ended March 31, 2025
CanadaUnited StatesGlobalConsolidated
$$$$
Gross revenue from external customers425.7 1,051.8 446.1 1,923.6 
Less subconsultants and other direct expenses
   and net revenue inter-segment allocations
53.6 246.9 70.1 370.6 
Total net revenue372.1 804.9 376.0 1,553.0 
Direct payroll costs172.6 361.2 175.7 709.5 
Project margin199.5 443.7 200.3 843.5 
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-17
Stantec Inc.



For the quarter ended March 31, 2024
CanadaUnited StatesGlobalConsolidated
$$$$
Gross revenue from external customers355.7 985.4 380.3 1,721.4 
Less subconsultants and other direct expenses
   and net revenue inter-segment allocations
32.0 251.5 67.8 351.3 
Total net revenue323.7 733.9 312.5 1,370.1 
Direct payroll costs151.4 331.4 144.8 627.6 
Project margin172.3 402.5 167.7 742.5 

The following tables disclose the disaggregation of non-current assets by geographic area and revenue by geographic area and services:

Geographic information
Non-Current AssetsGross Revenue
March 31December 31For the quarter ended
March 31,
2025202420252024
$$$$
Canada691.1 692.3 425.7 355.7 
United States2,000.6 2,020.7 1,051.8 985.4 
United Kingdom377.1 367.0 167.7 117.1 
Australia336.5 339.3 92.6 101.8 
Other geographies505.2 493.5 185.8 161.4 
3,910.5 3,912.8 1,923.6 1,721.4 

Non-current assets consist of property and equipment, lease assets, goodwill, and intangible assets. Geographic information is attributed to countries based on the location of the assets.

Gross revenue is attributed to countries based on the location of the project.

Gross revenue by services
For the quarter ended
March 31,
20252024
$$
Infrastructure514.4 463.2 
Water422.8 380.0 
Buildings435.0 383.9 
Environmental Services344.8 322.0 
Energy & Resources206.6 172.3 
Total gross revenue from external customers1,923.6 1,721.4 

Performance will fluctuate quarter to quarter. The first and fourth quarters historically have lower revenue generation and project activity because of holidays and weather conditions in the northern hemisphere. Despite this quarterly fluctuation, the Company has concluded that it is not highly seasonal in accordance with IAS 34.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-18
Stantec Inc.



Customers
The Company has a large number of clients in various industries and sectors of the economy. No particular customer exceeds 10% of the Company’s gross revenue.

17.Events after the Reporting Period
Page
On April 2, 2025, the Company entered into a definitive purchase agreement to acquire all the issued and outstanding membership interests of Page. The acquisition is expected to close upon receipt of required regulatory approvals. Page is a 1,400-person architecture and engineering firm headquartered in Washington, DC serving the advanced manufacturing, healthcare, mission critical, academic, civic, aviation, science and technology, and commercial markets. This acquisition primarily strengthens the Company's Buildings operations in the United States cash generating unit (CGU).

Ryan Hanley
On April 8, 2025, the Company acquired all the issued and outstanding shares of Kallan Sustainable Holdings Limited and Ryan Hanley Limited (collectively Ryan Hanley). Ryan Hanley is a 150-person engineering and environmental consultancy with locations across Ireland. This acquisition will strengthen the Company's Water operations in the Global group of CGUs.

Dividends
On May 14, 2025, the Company declared a dividend of $0.225 per share, payable on July 15, 2025, to shareholders of record on June 30, 2025.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
March 31, 2025
F-19
Stantec Inc.

Document 1

EX-99.3 4 ex-993xceoxcertxq1x2025x6k.htm EX-99.3 Document

Exhibit 99.3 - Certification of Interim Filings – President and Chief Executive Officer

CERTIFICATION OF INTERIM FILINGS
I, GORDON A. JOHNSTON, certify the following:

1.I have reviewed the quarterly report for the period ended March 31, 2025 (this “report”) of Stantec Inc. (the “issuer”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.    The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: May 14, 2025
/s/ Gordon A. Johnston
GORDON A. JOHNSTON, M. ENG., P. ENG
President and Chief Executive Officer

Document 1

EX-99.4 5 ex-994xcfoxcertxq1x2025x6k.htm EX-99.4 Document


Exhibit 99.4 - Certification of Interim Filings – Executive Vice President and Chief Financial Officer

CERTIFICATION OF INTERIM FILINGS
I, VITO CULMONE, certify the following:

1.I have reviewed the quarterly report for the period ended March 31, 2025 (this “report”) of Stantec Inc. (the “issuer”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.    The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: May 14, 2025
/s/ Vito Culmone
VITO CULMONE
Executive Vice President and Chief Financial Officer

Document 991

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

Stantec reports strong first quarter 2025 results, with 29% increase in adjusted earnings per share and record backlog of $7.9 billion

Highlights

  • Record net revenue of $1.6 billion, an increase of 13.3% compared to Q1 2024
  • Adjusted EBITDAˆ increase of 19.1% to $252.3 million and adjusted EBITDA marginˆ of 16.2%, a 70 basis point increase over Q1 2024
  • Diluted EPS of $0.88 and adjusted EPSˆ of $1.16, up 29.4% and 28.9%, respectively, compared to Q1 2024
  • Confirms full-year guidance and achieved record backlog of $7.9 billion, up 12.8% over Q1 2024
  • Acquired Ryan Hanley, a 150-person engineering and environmental consultancy firm in Ireland, strengthening Stantec’s offering in the Irish water sector
  • Entered into a definitive purchase agreement to acquire Page, a 1,400-person US-based design, architecture and engineering firm. The acquisition will position Stantec to become the second largest architecture firm in the US.

EDMONTON, Alberta and NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) -- Stantec (TSX, NYSE:STN), a global leader in sustainable engineering, architecture and environmental consulting, released its first quarter 2025 results today showcasing continued strong demand and solid project execution.

During the quarter, net revenue increased 13.3% year-over-year to $1.6 billion, primarily driven by 5.9% organic and 3.2% acquisition growthˆ. The Company achieved organic growth in each of Stantec's regional and business operating units, most notably in Canada which achieved 12.2% organic growth. Adjusted EBITDA for the first quarter of 2025 increased 19.1% or $40.4 million, and adjusted EBITDA margin was 16.2%, up 70 basis points compared to the first quarter of 2024. Stantec delivered diluted earnings per share (EPS) of $0.88 and adjusted EPS of $1.16.

“Stantec delivered solid first quarter results, supported by strong project execution and operational performance,” said Gord Johnston, President and CEO. “Amid a dynamic market environment, we remain confident in our outlook and reaffirm our 2025 guidance. With a record-high backlog of $7.9 billion and a robust pipeline of growth opportunities ahead of us, we are well-positioned to build on our momentum and deliver another record year for Stantec.”

Mr. Johnston continued, “We also started off the year strong on the M&A front, entering into a definitive agreement to acquire Page and with the acquisition of Ryan Hanley. Combined, these two firms will add more than 1,500 team members to Stantec and greatly contribute to the targets we set in our 2024-2026 Strategic Plan. We remain very optimistic and are well on track to successfully deliver this plan.”

In early April 2025, Stantec entered into a definitive purchase agreement to acquire all the issued and outstanding membership interests of Page, a 1,400-person architecture and engineering firm headquartered in Washington, DC. The acquisition will deepen Stantec’s expertise and resources in key growth areas such as advanced manufacturing, data centers, and healthcare, while adding new capabilities in cleanroom design and fabrication facilities. Stantec also acquired Ryan Hanley, a 150-person engineering and environmental consultancy firm in Ireland, expanding Stantec’s presence in the country.

2025 Outlook

Stantec reaffirms the following outlook for 2025:

 2025 Annual Range
Targets 
Net revenue growth7% to 10%
Adjusted EBITDA as % of net revenue (note)16.7% to 17.3%
Adjusted net income as % of net revenue (note)above 8.8%
Adjusted EPS growth (note)16% to 19%
Adjusted ROIC (note)above 12%


In setting Stantec's targets and guidance, the Company assumed an average value for the US dollar of $1.41, GBP of $1.80, and AU of $0.90. For all other underlying assumptions, see the Q1 2025 MD&A. These targets do not include any assumptions for additional acquisitions, including Page and Ryan Hanley, or the impact of revaluing our share-based compensation, as further described below.

note: Adjusted EBITDA, adjusted net income, adjusted EPS, and adjusted ROIC are non-IFRS measures discussed in the Definitions section.

Stantec continues to expect to achieve net revenue growth of 7% to 10% in 2025, with net revenue organic growth in the mid- to high- single digits. Organic growth in both US and Canada is expected to be in the mid- to high- single digits, driven by continuing strong momentum as reflected in the Company's record-high backlog between the two countries. Organic growth in Global is also expected to achieve mid to high single-digit growth driven by continued high levels of activity in Stantec's Water business under the ongoing Asset Management Program and frameworks and positive demand fundamentals in other Global business units.

Stantec continues to anticipate adjusted EBITDA margin will be in the range of 16.7% to 17.3%, reflecting strong project margins driven by solid project execution and continued discipline and enhanced strategies in the management of administration and marketing costs. These strategies include expanding the use of our high value centers, optimizing digital strategies, and increased efficiencies from improving scale in certain geographies. Stantec expects adjusted EBITDA margin in Q2 and Q3 2025 to be near or above the high end of this range because of increased seasonal activities in the northern hemisphere, offset by lower expected margins in Q4 of 2025 due to seasonal effects.

Overall, Stantec expects to drive adjusted net income to a margin of greater than 8.8% of net revenue and to deliver 16% to 19% growth in adjusted EPS in comparison to 2024.

The above targets do not include any assumptions for additional acquisitions, including Page and Ryan Hanley, or the impact from share price movements subsequent to December 31, 2024 and the relative total shareholder return components on Stantec's share-based compensation programs.

Q1 2025 Financial Highlights

  • Net revenue increased 13.3% or $182.9 million, to $1.6 billion, primarily driven by 5.9% organic growth and 3.2% acquisition growth, as well as from the positive impact of foreign exchange. Stantec achieved organic growth in all of its regional and business operating units, most notably in Canada with double-digit organic growth.
  • Project margin increased 13.6% or $101.0 million, to $843.5 million. As a percentage of net revenue, project margin increased by 10 basis points to 54.3%, reflecting solid project execution.
  • Adjusted EBITDA increased 19.1% or $40.4 million, to $252.3 million. Adjusted EBITDA margin was 16.2%, an increase of 70 basis points compared to Q1 2024. The quarter-over-quarter change in margin primarily reflects consistent project margins and lower administrative and marketing expenses as a percentage of net revenue, due in part to lower share-based compensation costs and discretionary spending.
  • Net income increased 29.8% or $23.0 million, to $100.1 million, and diluted EPS increased 29.4%, or $0.20, to $0.88, mainly due to strong net revenue growth and overall lower costs as a percentage of net revenue.
  • Adjusted net income grew 28.9% or $29.8 million, to $132.8 million, achieving 8.6% of net revenue—an increase of 110 basis points. Adjusted EPS increased 28.9% or $0.26, to $1.16.
  • Contract backlog increased to $7.9 billion at March 31, 2025, achieving 12.8% overall growth year over year, which includes 7.5% organic growth. Organic growth was achieved in all of Stantec's regional operating units. Contract backlog represents approximately 12 months of work.
  • Operating cash flows increased $58.0 million or 135.8%, with cash inflows of $100.7 million, reflecting continued strong cash flow generation, growth and strong operational performance.
  • DSO was 77 days, remaining within Stantec's target of 80 days.
  • Net debt to adjusted EBITDA (on a trailing twelve-month basis) at March 31, 2025 was 1.1x, remaining within the Company's internal target range of 1.0x to 2.0x.
  • On April 2, 2025, Stantec entered into a definitive purchase agreement to acquire all the issued and outstanding membership interests of Page. Page is a 1,400-person architecture and engineering firm headquartered in Washington, DC that strategically complements the Company's Buildings business and serves the advanced manufacturing, healthcare, mission critical, academic, civic, aviation, science and technology, and commercial markets.
  • On April 8, 2025 Stantec acquired Ryan Hanley, a 150-person engineering and environmental consultancy firm in Ireland, bolstering Stantec's offering in the Irish water sector.
  • On May 14, 2025, Stantec's Board of Directors declared a dividend of $0.225 per share, payable on July 15, 2025, to shareholders of record on June 30, 2025.

Q1 2025 Financial Highlights

 For the quarter ended
March 31,
 20252024
(In millions of Canadian dollars,
except per share amounts and percentages)
$% of Net
Revenue
$% of Net
Revenue
Gross revenue1,923.6123.9%1,721.4125.6%
Net revenue1,553.0100.0%1,370.1100.0%
Direct payroll costs709.545.7%627.645.8%
Project margin843.554.3%742.554.2%
Administrative and marketing expenses (note 1)612.039.4%545.939.8%
Depreciation of property and equipment17.61.1%15.81.2%
Depreciation of lease assets32.22.1%31.52.3%
Amortization of intangible assets28.71.8%31.02.3%
Net interest expense and other net finance expense21.41.4%24.21.8%
Other expense (income)1.60.2%(5.3)(0.4%)
Income taxes (note 1)29.91.9%22.31.6%
Net income (note 1)100.16.4%77.15.6%
Basic and diluted earnings per share (EPS) (note 1)0.88n/m0.68n/m
Adjusted EBITDA (note 2)252.316.2%211.915.5%
Adjusted net income (note 2)132.88.6%103.07.5%
Adjusted EPS (note 2)1.16n/m0.90n/m
Dividends declared per common share0.225n/m0.210n/m

note 1: Results for the quarter ended March 31, 2024 have been retrospectively revised for the change in accounting policy related to the treatment of deferred payments from our historical acquisitions. Refer to the Critical Accounting Developments, Estimates, and Measurements section of the Q1 2025 MD&A further details.
note 2: Adjusted EBITDA, adjusted net income, and adjusted EPS are non-IFRS measures (discussed in the Definitions section of the Q1 2025 MD&A).
n/m = not meaningful

Net Revenue by Reportable Segment

(In millions of Canadian dollars, except percentages) Q1 2025 Q1 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Canada 372.1 323.7 48.4 9.0 n/a 39.4 12.2%
United States 804.9 733.9 71.0 5.6 47.6 17.8 2.4%
Global 376.0 312.5 63.5 29.3 10.8 23.4 7.5%
Total 1,553.0 1,370.1 182.9 43.9 58.4 80.6  
Percentage Growth     13.3% 3.2% 4.2% 5.9%  


Backlog

(In millions of Canadian dollars, except percentages) Mar 31, 2025 Dec 31, 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth (Retraction) % of Organic Growth (Retraction)
Canada 1,753.1 1,687.1 66.0  n/a 66.0 3.9%
United States 4,802.1 4,722.6 79.5  (20.5) 100.0 2.1%
Global 1,376.7 1,414.2 (37.5)  29.5 (67.0) (4.7)%
Total 7,931.9 7,823.9 108.0  9.0 99.0  
Percentage Growth     1.4% —% 0.1% 1.3%  


Webcast & Conference Call

Stantec will host a live webcast and conference call on Thursday, May 15, 2025, at 7:00 AM Mountain Time (9:00 AM Eastern Time) to discuss the Company’s first quarter performance.

To listen to the webcast and view the slide presentation, please join here.

If you are an analyst and would like to participate in the Q&A, please register here.

The conference call and slideshow presentation will be broadcast live and archived in their entirety in the Investors section of Stantec.com.

About Stantec

Stantec empowers clients, people, and communities to rise to the world’s greatest challenges at a time when the world faces more unprecedented concerns than ever before. 

​We are a global leader in sustainable engineering, architecture, and environmental consulting. ​Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more. ​

Today’s communities transcend geographic borders. At Stantec, community means everyone with an interest in the work that we do—from our project teams and industry colleagues to our clients and the people our work impacts. The diverse perspectives of our partners and interested parties drive us to think beyond what’s previously been done on critical issues like climate change, digital transformation, and future-proofing our cities and infrastructure. ​

We are designers, engineers, scientists, project managers, and strategic advisors. We innovate at the intersection of community, creativity, and client relationships to advance communities everywhere, so that together we can redefine what’s possible.​

Stantec trades on the TSX and the NYSE under the symbol STN.

Cautionary Statements

Non-IFRS and Other Financial Measures

Stantec reports its financial results in accordance with IFRS. However, in this press release, the following non-IFRS and other financial measures are used by the Company: adjusted EBITDA, adjusted net income, adjusted earnings per share (EPS), adjusted return on invested capital (ROIC), free cash flow, net debt to adjusted EBITDA, days sales outstanding (DSO), margin (percentage of net revenue), organic growth (retraction), acquisition growth, and measures described as on a constant currency basis and the impact of foreign exchange or currency fluctuations, as well as measures and ratios calculated using these non-IFRS or other financial measures. Additional disclosure for these non-IFRS and other financial measures, incorporated by reference, is included in the Definitions of Non-IFRS and Other Financial Measures section of the Q1 2025 Management’s Discussion and Analysis, available on SEDAR+ at sedarplus.ca, EDGAR at sec.gov, and the Company’s website at Stantec.com and the reconciliation of Non-IFRS Financial Measures appended hereto.

These non-IFRS and other financial measures do not have a standardized meaning under IFRS and, therefore, may not be comparable similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS, these non-IFRS and other financial measures provide useful information to investors to assist them in understanding components of Stantec's financial results. These measures should not be considered in isolation or viewed as a substitute for the related financial information prepared in accordance with IFRS.

Forward-looking Statements

Certain statements contained in this news release constitute forward-looking statements. Forward-looking statements in this news release include, but are not limited to, (a) statements regarding the anticipated benefits and strategic positioning of Stantec after giving effect to the Page acquisition, and (b) Stantec's Outlook and Annual Targets for 2025 in their entirety, any projections related to revenue, adjusted EBITDA as a % of net revenue, adjusted net income as a % of net revenue, adjusted diluted EPS growth, adjusted ROIC, free cash flow to net income, net debt to adjusted EBITDA, effective tax rate, earnings patterns, and days sales outstanding. Any such statements represent the views of management only as of the date hereof and are presented for the purpose of assisting the Company’s shareholders in understanding Stantec’s operations, objectives, priorities, and anticipated financial performance as at and for the periods ended on the dates presented and may not be appropriate for other purposes. By their nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. Stantec's assumptions relating to the 2025 Outlook and Annual Targets are provided in the Company’s 2024 Annual Report.

Readers of this news release are cautioned not to place undue reliance on forward-looking statements since a number of factors could cause actual future results to differ materially from the expectations expressed in these forward-looking statements. These factors include, but are not limited to, the risk of the Page acquisition not completing, economic downturns, future pandemics or health crises that could adversely affect operations, reduced public or private sector capital spend, changing market conditions for Stantec’s services, and the risk that Stantec fails to capitalize on its strategic initiatives. Investors and the public should carefully consider these factors, other uncertainties, and potential events, as well as the inherent uncertainty of forward-looking statements, when relying on these statements to make decisions with respect to the Company.

Future outcomes relating to forward-looking statements may be influenced by many factors and material risks. For the three month period ended March 31, 2025, there has been no significant change in the risk factors from those described in Stantec's 2024 Annual Report. This report is accessible online by visiting EDGAR on the SEC website at sec.gov or by visiting the CSA website at sedar+.com or Stantec’s website, stantec.com. You may obtain a hard copy of the 2024 Annual Report free of charge from the investor contact noted below.

Investor Contact

Jess Nieukerk
Stantec Investor Relations
Ph: 403-569-5389
[email protected]

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Design with community in mind

Attached to this news release are Stantec’s reconciliation of non-IFRS financial measures.

Reconciliation of Non-IFRS Financial Measures

 For the quarter ended
March 31,
(In millions of Canadian dollars, except per share amounts)2025 2024 
Net income (note 1)100.1 77.1 
Add back (deduct):  
Income taxes (note 1)29.9 22.3 
Net interest expense21.0 24.0 
Net (reversal) impairment of lease assets (note 2)(0.1)0.5 
Depreciation and amortization78.5 78.3 
Unrealized loss (gain) on equity securities8.7 (1.9)
Acquisition, integration, and restructuring costs (note 1,5,6)14.2 11.6 
   
Adjusted EBITDA 252.3 211.9 


 For the quarter ended
March 31,
(In millions of Canadian dollars, except per share amounts)2025 2024 
Net income (note 1)100.1 77.1 
Add back (deduct) after tax:  
Net (reversal) impairment of lease assets (note 2)(0.1)0.3 
Amortization of intangible assets related to acquisitions (note 3)15.1 18.1 
Unrealized loss (gain) on equity securities (note 4)6.7 (1.5)
Acquisition, integration, and restructuring costs (note 1,5,6)11.0 9.0 
   
Adjusted net income132.8 103.0 
Weighted average number of shares outstanding - diluted114,066,995 114,066,995 
Adjusted earnings per share1.16 0.90 

See the Definitions section of the Q1 2025 MD&A for the discussion of non-IFRS and other financial measures used and additional reconciliations of non-IFRS financial measures.
note 1: Results for the quarter ended March 31, 2024 have been retrospectively revised for the change in accounting policy related to the treatment of deferred payments from historical acquisitions. Refer to the Critical Accounting Developments, Estimates, and Measurements section of the Q1 2025 MD&A for further details.
note 2: The net (reversal) impairment of lease assets includes onerous contracts associated with the impairment for the quarter ended March 31, 2025 of nil (2024 – $0.1). For the quarter ended March 31, 2025, this amount is net of tax of nil (2024 – $0.2).
note 3: The add back of intangible amortization relates only to the amortization from intangible assets acquired through acquisitions and excludes the amortization of software purchased by Stantec. For the quarter ended March 31, 2025, this amount is net of tax of $4.5 (2024 – $5.3).
note 4: For the quarter ended March 31, 2025, this amount is net of tax of $2.0 (2024 – $(0.4)).
note 5: The add back of certain administrative and marketing costs and depreciation primarily related to acquisition and integration expenses associated with Stantec's acquisitions and restructuring costs. For the quarter ended March 31, 2025, this amount is net of tax of $3.2 (2024 – $2.6).
note 6: Acquisition, integration, and restructuring cost include additional acquisition costs related to the change in accounting policy described in note 1 for the quarter ended March 31, 2025 of $0.9 (2024 – $3.0).

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ˆ Adjusted EPS, adjusted net income, adjusted EBITDA, and adjusted EBITDA margin are non-IFRS measures, and organic growth, acquisition growth and DSO are other financial measures (discussed in the Definitions section of the Q1 2025 MD&A).