ADF Group Inc.

Good morning, ladies and gentlemen, and welcome to the ADF Group results for the fiscal year ended January 31, 2026. Note that at this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. And if at any time during this call you require immediate assistance, please press star zero for the operator. Also note that this call is being recorded on Thursday, April 16, 2026. and I would like to turn the conference over to Jean-Francois Bourcy, Chief Financial Officer. Please go ahead.

Thank you. Good morning. Welcome to ADF's conference call covering the 12-month period at the end of January 31, 2026. I am with Tiara Paschini, President and Chief Operating Officer of ADF, who will be available to answer your question at the end of the call. I will first update you on our full year results, which were disclosed earlier this morning by press release, and then proceed with a quick update about our operations, including our recent new contracts announcement and the recent U.S. tariffs change. This said, let me remind you that some of the issues discussed today may include forward-looking statements. These are documented in ADF Group's management report for the 2026 fiscal year, which will be filed with CDAR in the coming days. On this very call a year ago, and in spite of exceptional results, we were confirming the significant uncertainties that the then recently announced U.S. tariffs were bringing to our markets and operations. A year later, and considering all the tariffs-related turmoil, we can confirm that we, without a doubt, close our fiscal 2026 with exceptional results and in a much better position face these uncertainties in light of group law's acquisition. Revenues for the fiscal year ended January 31st, 2026, reached $258.7 million compared to $339.6 million last year. As a percentage of revenues, the gross margin went from 31.6% in fiscal 2025 to 23.1% during the fiscal year ended January 31st, 2026. As just mentioned, fiscal 2025 was an exceptionally good year with a favorable project mix. The fiscal 2026 results have been impacted by the U.S. tariffs both directly with higher raw material costs and indirectly with delays in project signing and fabrication start. As such, and as already mentioned in previous calls, ADF implemented a work-sharing program at its Terrebonne, Quebec facility, earlier this year, which reduced fabrication hours, but also enabled ADF to reduce the cost impact, although not entirely, considering that the Canadian Employment Program compensated some of these reduced hours. The group law acquisition added $20 million in revenues since its acquisition was finalized on September 18, 2025, and added $2 million to our consolidated gross margin for the same period. Adjusted EBITDA totaled $43.5 million, or 16.8% of revenues, compared with $91.3 million, or 26.9% of revenues a year ago. The year-over-year decrease comes from the previously explained gross margin variances and by the selling administrative expenses, which, at $23.2 million, were $1.1 million higher than a year ago. all of the increase being explained by the inclusion of group log in our consolidated SG&As. We close our January 31st, 2026 fiscal year with a mostly non-monetary foreign exchange gain of $2.1 million compared to a $5.6 million loss a year ago. Most of this variance coming from the from the end-of-year mark-to-market valuation of our FX contracts on N at both year ends. Year-to-date, ADF posted net income of $26.3 million, or $0.93 basic and diluted per share, compared with a net income of $56.8 million a year ago, or $1.84 basic and diluted per share. Cash flows from operating activities generated $49.4 million, while we invested $11.1 million in CAPEX, mostly for equipment maintenance of both our plants in Terrebonne, Quebec, and in Great Falls, Montana. We plan to invest close to $35 million for our 2027 fiscal year, the majority of this amount being for our group large plant expansion and modernization. In parallel, we are presently negotiating financing packages for these investments. We will be able to provide further updates on our next call. As of January 31, 2026, working capital stood at $104.8 million, just $4.4 million lower than last year. Also on January 31, 2026, Cash and cash equivalents stood at $62.7 million, which is actually $2.7 million higher than a year ago, even considering the conclusion of RNCIB and the acquisition of Gopalov. Yesterday, the Board of Directors approved the payment of a semi-annual dividend of $0.02 per share, which will be paid on May 15, 2026, to shareholders of record as of April 27, 2020. 2026. We closed the year with an order backlog of $561.1 million as of January 31, 2026, excluding the new contracts totaling $157.3 million announced last week. The ending backlog included $138.2 million of contracts from Cochlear, which also excludes last week's announcements. Quickly looking at the four-quarter results, ADF recorded revenues of $78.8 million, up $1.4 million from the fourth quarter of 2025 fiscal year. Fourth-quarter revenues this year did include $13.8 million coming from Gopal. The gross margin as a percentage of revenues stood at 21.5% for the fourth quarter and the January 31, 2026. compared with 31% for the corresponding quarter of fiscal 2025. The margin decrease between these two quarters is primarily explained by the mix of products and fabrication, including lower margins coming from the LAR projects. We recorded a net income of $6.4 million during the last quarter of fiscal 2026, compared with net income of $9.1 million for the corresponding period of fiscal 2025 with minimal impact coming from law, which basically broke even for the quarter. Because the corporation carries out contracts that vary in complexity and duration, upward and downward fluctuation may occur from quarter to quarter. In light of this, revenue and order backlog growth must be analyzed over several quarters, not just from one period to the next. As mentioned at the beginning of the call, the situation was bleak a year ago, and we're definitely very satisfied with how everything turned out, including our overall financial results, our ending balance sheet and cash situation, and with the conclusion of the law acquisition. As we have seen as recently as two weeks ago with the latest terrorist announcement, we are still in for more surprises and, sadly, uncertainties. Talking about these last tariff modifications, we can now confirm that, for the time being, our U.S. projects fabricated in Terrebonne will now be impacted by a 10% tariff, which is applied on the value of the commercial invoice, including profit. And this, in spite that they're still used to fabricate these projects, comes from U.S. mills. Although not ideal, we can say that our recent backlog shift from U.S.-Canadian projects, aided by our July 2025 long-term contract and group law requisition, reduced what could have been a much higher cost increase for ADF. Additionally, we are working with our U.S. clients to alleviate some of these additional costs. With that said, What this latest announcement definitely brings is additional uncertainties to our market as it confirms the unpredictability of the overall trade situation. Nevertheless, as we announced last week, we are still focusing on the elements that we do control, and as such, we have been able to further increase our backlog. The largest of the series of new contracts in terms of values and duration is for the fabrication and delivery of various heavy steel structures for a project in the hydroelectric sector in Quebec. This project is a four-year master contract for Groupe Law. Since the acquisition, we've been able to grow Law Backlog, and we are still active as the hydroelectric market delivers its expected growth. We are on the verge of breaking ground in Métabichouin for our group law plant expansion and modernization, which is a key step in our continued growth. In light of all of this, we do anticipate revenue growth for our fiscal year ending January 31, 2027, despite the ongoing challenge of finalizing contracts with our U.S. customers that would normally be carried out at our plant located in Terrebonne, Quebec. However, Given that the capital investment I just mentioned will not have a significant operational impact in the fiscal year ending January 31, 2027, we expect margins to somewhat stagnate in the first quarters of fiscal year 2027, especially when adding the recently announced hours change. This trend will be reversed as the integration of GoClaw continues and we complete the projects and narrative at the time of GoClaw's acquisitions. The acquisition of group law, the new Canadian-U.S. allocation of our order backlog, and the optimal utilization of our fabrication facility in Great Falls, Montana, allow us to still look forward to fiscal year 2027 with optimism, allowing us to continue our orderly growth despite terrorist uncertainties. Thank you all for your interest and confidence in ADF. Pierre and I will now be happy to answer your questions.

Thank you, sir. Ladies and gentlemen, if you do have any questions, please press star followed by 1 on your touch-tone phone. You will then hear a prompt that your hand has been raised. And should you wish to decline from the polling process, please press star followed by 2. And if you're using a speakerphone, you will need to lift the handset first before pressing any keys. Thank you. Please go ahead and press star 1 now if you have any questions. First question will be from Nick Cortellucci at Atrium. Please go ahead.

Good morning, gentlemen. Thanks for taking my questions here.

Morning, Nick. Morning.

Morning. First thing I was wondering about was the new four-year contract. What does the timing look like on that for getting started?

Yeah, most of the volume, that contract will not have much impact in our FY27. Most of the fabrication will start next year, so it's going to be four years, but with limited impact or close to no impact on our revenues this year for FY27.

Okay, thank you. And are you guys seeing anything in kind of these growth markets you're going after, maybe being nuclear or data centers, anything like that?

Yeah, we're looking at a couple of those projects. Like I say, I mean, right now we're bidding on... some stuff, data centers, stuff like that. But with the tariffs right now and that new 10%, well, we need to be a bit more competitive. So it's going to cost us 5% on our margin. But there's a lot of work out there, so I think it's feasible that we should be able to get some work by the end of the year.

Okay, thank you. Regarding the CAPEX plan and operational efficiencies for LARC, How do you see that playing out kind of sequential improvements throughout the year here?

Well, the construction will occur this year. It's really – so the expansion itself will not really happen this year, so we shouldn't see too much efficiency gain margin-wise in FY27 because the plant will be up and running only – late in the first quarter of next fiscal year. But as I mentioned earlier, besides the expansion and the new equipment, we are working with LAO on optimizing the synergies between the two entities, and we're still in that process. So that, as I mentioned, should start to transpire on our actual margin probably more so in the second half of the year. And lastly, as I also mentioned, we did with the acquisition, there was a backlog that was in place that had a certain margin profile in it. Obviously, you can understand that last year while law was trying to coped with their situation. And as we were negotiating, they were still trying to get business and maybe not have the same leverage in negotiating contract that they normally do. So some of the contracts that were signed in the past months might not be as that might not have carried the usual margin. So they are still positive. They're still good. As you saw from the number I'm giving, it's definitely not the same level of margin. So it did have a downward impact on our overall consolidated margin. But this step, it's added volume. The good news is that we are growing. As we had mentioned, we're seeing huge potential growth. From law on the hydroelectric side, we've been pretty successful in signing new contracts, actually probably even better than we had anticipated. We're still seeing lots of opportunities going forward, but obviously for all of that to work out, you do need to have a successful expansion, so we're obviously spending a lot of time on not only finalizing the bid and making sure that the construction starts on time and the project and the entire project is on time so that we meet our deadline. So once that all pans out, FY28 and the following years will really start showing the full positive impact of that acquisition along with what we hope will be a return to normal to our more ADF regular structural work as we see what will come out of the U.S. Right.

Okay. Thank you. So that kind of $2 million gross margin from LAR, that's kind of a backwards-looking number, and the new contracts from what I get, or that you guys are signing, are more up to that ADF standard or getting closer to it?

Well, pushing that way, obviously, there are things we need to do to further improve, including the actual operations. So, obviously, with the new equipment, they'll definitely be able to be more efficient with the work, so that helps. This is something that ADS has been really good at doing over the years is maintain our equipment as efficient as possible and always invest to be as optimal as we could be. from an efficiency standpoint. So there are things we can do now. There are definitely things that will further. There's definitely going to be a huge step with the new equipment and the expansion, but working and definitely negotiating with not only higher margins, but also with more favorable payment terms and overall conditions. So we're really putting – I think we've been talking – for a number of years about how careful we are on contract signing and our risk management. So, we're putting all our processes in place so that we bid projects both for law and ADF or actually for law the same way and with the same due diligence that we did for our ADF bid. So, that should all translate into better terms and better margins.

that makes sense and then just last one here from the the tariff commentary you had there i think kind of the summary is that you guys qualify for the 10 tariff because the steel is purchased from from usd but because it's being applied to the total value it's a net negative so it's been applied to to the fabrication and the material even though it's from the state

So we penalize, I mean, $300 a ton basically, which amounts to maybe 5% on the margin. It depends on the kind of margin. It depends on the work. There's a lot of work in the States right now. I mean, most of the plants are busy, so we'll be able to charge a bit more and compensate for that 5%. That's what I think. So right now, the bigger guys out there, five or six of the biggest companies, are busy for the next two years, which is a good sign for us because there's more work coming up. So we'll see. I mean, I think there's an opportunity because cash flow-wise and financial-wise were very sound. It's just a question of hitting the right job with the right margin.

Just to further explain on the tariffs, Nick, with the previous, there were tariffs, but more specifically on the steel and the aluminum, if we were buying our steel from U.S. mills, we were basically... There were basically no tariffs. We had the exemption. Now, in spite of buying all the steel, there is that additional 10%, and that 10% applies not just on the material but on the commercial invoice, including profits. So I think it just highlights the fact that It is still nobody knows, and there were no advance notice. From all we understood, things were sort of moving along, and then all of a sudden, you've got coming out of nowhere that 10% announcement that nobody saw coming. So, as I mentioned on the call, we're not thrilled with it, but obviously, the moves we made over the past year are definitely paying off because, The same 10% announcement with our old setup, 85% volume and the majority of the tarbon fabrication going to U.S., that announcement could have had the potential of being a really significant negative impact on us. Luckily, well, luckily, considering the mix, the portion of volume fabricated in tarbon going to the U.S. is much lower. And as I mentioned also, we will be working really hard with our clients. I think we think we've got a couple of opportunities maybe to pass some of those costs along to the clients. And for the upcoming contracts, as they have just explained, well, we'll have that discussion. And obviously, everybody is in the same boat. This is not something that's just specific to ADF. All the can-and-skill manufacturers have the same the same tariffs and actually all Canadian fabricators doing businesses with the U.S. have the same that have steel and aluminum in their components have the same impact. So as we've always did, we'll negotiate, make sure that it makes sense so that it won't help from the, it won't reduce the time the negotiation of signing new contracts will take. And it's too bad because we're starting slowly but surely, I think everybody was starting to get used to the setup. But as I mentioned, the announcement that happened just reconfirmed to everybody that we're still in an unknown and uncertain situation.

Okay, understood. Well, I think you guys have definitely made some major improvements, as you said, from where we were at a year ago. So, definitely better positioning going into this, and hopefully it all ends up in your guys' favor. So thanks for answering my questions, and I'll hop back in the queue.

Thanks, Nick.

Ladies and gentlemen, a reminder to please press star 1 should you have any questions. Thank you. Next will be Anas Damasi at Bastion Asset Management. Please go ahead.

All right, thank you for taking my question. Maybe just to wrap up the gross margin commentary, so as I look at the next fiscal year, you know, you've done 23% this year. Do you expect sort of the full year for next year to be similar, with the first half being lower and the second half maybe higher, or do you expect the full year overall gross margins to be lower than the current fiscal year?

Well, we don't provide guidelines, margin guidelines, but suffice to say that We're definitely not expecting huge improvements, so I'd really be satisfied to maintain the same type of margins for the full year with maybe margin being a bit more sluggish in the first half of the year and improving in the second. But it all, I think, will depend on on what happens next, how successful we are in finding new contracts and avoiding these new tariffs. But based on what we're seeing now, based on the backlog, based on the I'd be satisfied to maintain or slightly improve year to date on a full year basis what we've been able to do this year, but really in two steps.

Understood. Maybe second question, you know, broader picture question here. You know, we're witnessing sort of a significant acceleration in Canadian infrastructure activity. I'm interested in your perspective on sort of how ADF's current capacity and, you know, footprint aligns with the demand shift. Are you seeing this momentum translate into your bidding pipeline within your traditional projects and maybe beyond that in Canada specifically?

Basically, we're following our customers. I mean, these guys like the Pomerle and all the big guys, EBC, Alaston. I mean, they've been chasing us and looking at some work. Right now, we're looking at major work at the Montreal airport. Some work in Ontario also. Some work out west. We're looking basically with the oil right now, which is going up. there's going to be some major investments. So we're, we're, we're, we're got our feet in the right place right now. So, and we know these customers. So I think that, uh, probably right now we'll get 57 percent of our work is here in canada maybe it's going to be more than 50 percent we've got work in the states but our plan in montana right now is busy but we still can add more work in there so i think infrastructure-wise we can do bridge work we can do any type of work with our facility here in turban so Well, like I said, the work is there, the bids are coming in, and we'll be looking at getting more work on the Canadian side.

And then capacity-wise, we don't have, and capacity-wise, there's no issue. We've got, we still have sufficient capacity, so we've got room to add in Terrebonne. And obviously, with the expansion that we'll be doing this year, we will provide them with the additional capacity. So, it's definitely not a problem to further grow the backlog with the facilities as they are today.

Thank you very much. That was it for me. Thank you.

And at this time, Mr. Bourfi, it appears we have no other questions registered. Please proceed.

Thank you. Before we conclude today's conference call, I would like to remind you that ADF will hold its shareholders meeting on June 9th at 11 a.m., and our AGM will be held this year at our corporate office here in Terrebonne, Quebec. Financial results for the first quarter ending April 30th, 2026 will also be disclosed during our shareholders meeting. Additional meeting information will be made available in the coming weeks. Thank you again for your interest towards ADF.

Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines. Enjoy the rest of your day.