ADF Group Inc.

Good morning, ladies and gentlemen, and welcome to the ADF Group Inc. results for the three-month and six-month periods ended July 31st, 2026 conference call. At this time, all lines are in lesson only mode. Following the presentation, we will conduct a question and answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Thursday, September 10th, 2026. I would like to give the conference over to Mr. Jean-Francois Bourcier, Chief Financial Officer. Please go ahead, sir.

Thank you. Good morning and welcome to ADF's conference call covering the second quarter and six-month end of July 31, 2026. I will first update you on our quarterly and year-to-date results, which were disclosed earlier this morning by press release. and then proceed with a quick update about our operations, including the impact of the latest U.S. administration proclamations. First, a word of caution. Please note that some of the issues discussed today may include forward-looking statements. These are documented in ADF Group's Management Report for the second quarter and six months ended July 31, 2026, which were filed with CDAR this morning. I'll start by saying that we are the victim of our own success. I'll provide more details later, but the DRX stock increase since the beginning of the year had a significant negative non-cash impact on our financial results. Revenues for the quarter end of July 31, 2026 at $95 million were $42 million higher than last year. Year-to-date, Revenue stood at $194.3 million, compared with $108.5 million, or 79% higher than the six-month period ended July 31, 2025. It is important to recall that, following the then-New Terrace uncertainty impacts, a work-sharing program was implemented at ADS Plant in Terrebonne, Quebec, and remain in place for virtually the entire quarter end of July 31, 2025, thus reducing fabrication hours and consequently revenues for the same quarter and year to date. We closed the second quarter end of July 31, 2026 with gross margin of 18.7% as a percentage of revenues, slightly down from the 20.7% margin of the quarter end of July 31, 2025, while the year-to-day gross margin as a percentage of revenues at 21.5% were basically at the same level as last year, which then stood at 21.3% for the six-month period and the July 31, 2025. The variation in margins, both in dollar terms and as a percentage of revenues, is explained by the higher revenues contributing to a better absorption of fixed costs. The positive effect thereof was, however, mitigated by higher input costs, including the price of steel and the recent changes in tariffs. ADF revenues and gross margin for the quarter ends of July 31, 2026 were both positively impacted by the final settlement of a claim against a customer of Group Law. The corporation had taken a cautionary approach to this settlement, and the cumulative impact is reflected in the second quarter's results. This adjustment had a cumulative positive impact of $20.2 million and $5.3 million on Group Law's and ADF Group's revenues and gross margin, respectively. for the quarter and six-month period ended July 31st, 2026. Adjusted EBITDA for the quarter ended July 31st, 2026 at $8.4 million, compared with $3.7 million for the same quarter ended a year ago, while year-to-date adjusted EBITDA stood at $26.9 million, compared with $14.1 million We therefore close our second quarter with net income of $3 million, or $0.10 per share, compared with $0.9 million, or $0.03 per share for the corresponding quarter a year ago. Year-to-date. Net income stood at $15 million, or 52 cents per share, compared to $9.6 million, or 34 cents per share, for the same period ended July 31, 2025. As previously mentioned, our results for the quarter and six-month periods closed on July 31, 2026, were severely and negatively impacted by the costs associated with our deferred performance and restricted share units, mostly coming from the mark-to-market impact following DRX stock price increase since January 31, 2026, and also by our foreign exchange loss. DSUs, PSUs, and RSUs had a negative impact on net earnings of $4.3 million and $5.6 million for the three- and six-month periods end of July 31, 2026, respectively, and therefore $0.15 per share and $0.20 per share for the same periods. while the foreign exchange loss had a negative impact of $1.8 million, or $0.06 per share, and $1.4 million, or $0.05 per share, for the same periods, respectively. We closed the second quarter with $91.4 million in cash and crash equivalents, Up by $28.7 million compared with the January 31, 2026 closing balance. Working capital stood at $109.5 million as of July 31, 2026. As noted earlier, the claims settlement generated a $25 million cash inflow just before quarter end, which positively impacted our ending cash balance. Year-to-date operating cash flow reached $47.1 million for the six-month period ended July 31, 2026, while $15.5 million were used to acquire property, plant, and equipment, and intangible assets, including the modification of a fabrication bay at ABS-Durban Complex, group-class plant extension, and our ERP upgrade. In light of the continuing trade uncertainty, we will also invest just over $10 million U.S. to increase our Great Falls facility output and add new equipment to further improve efficiency. We now expect our full-year CAPEX to total just over $40 million. Yesterday, Our Board of Directors approved the payment of the second semiannual dividend of $0.02 per share. This dividend will be paid on October 15 to shareholders of record as of September 25, 2026. Finally, we closed the quarter and six months ended July 31, 2026 with yet another record high order backlog reaching $693.7 million. This total also includes Gopal's order backlog, which stood at $243.3 million at the same date. It should be noted that the corporation's order backlog as of July 31, 2026, does not include the five-year extension option on the long-term contract announced on July 23, 2025. It is also worth mentioning that 64% of our consolidated order backlog is for Canadian-based projects. We cannot escape from the adverse impact of U.S. tariffs on our year-to-date results. As of now, we can confirm that the new 50% U.S. tariffs announced a few weeks ago are not impacting ADS products, And we can also confirm that we will be getting relief from the impact of the Canadian counter-tariffs that became effective earlier this week. Additionally, and based on the information available as of now, ADF will not be directly impacted by any of the proclamations signed by the U.S. President Tuesday night. Although the latest changes have limited direct impact on ADF, They are definitely increasing the uncertainty. This said, and as ADF has proven over its 70 years of existence, we are resilient. As previously mentioned, our Q2 results were negatively impacted by the strong performance of our stock following the accounting of our share units and by a FX loss. Once we understand this, it is important to look at the fundamentals which, for ADF, are the backlog growth, the backlog geographic diversification, and the strength of our balance sheet. Slavelies, we can say that these are strong and are the foundation to our continued growth. Our capital investment in the Lac-Saint-Jean region for Group Laos facility expansion is on time and on budget, and we will soon start a plant expansion and equipment upgrade at our Great Falls, Montana facility. Our balance sheet strength, along with the soon to be finalized additional financing, are enabling ADF to maintain and even improve its fabrication capacity and efficiency. Finally, and on a personal note, The process to find a new CFO following the announcement of my end-of-year retirement, as announced in May, is going well, and we are confident that an announcement will be coming soon. As a reminder, I will retire on December 31, 2026, after more than 16 years of service with ADF, but will remain a CFO until that date, and then, starting January 1, 2027, will serve as a strategic advisor until the date to be confirmed to ensure a smooth transition. Thank you for your interest and confidence in ADF. I will now answer your questions.

Thank you, sir. Ladies and gentlemen, we now begin the question and answer session. If you would like to ask a question, please press star followed by number one on your telephone keypad. If you would like to withdraw from the queue, please press star followed by the number two. And if you are using a speakerphone, please lift your hands up before pressing any keys. One moment, please, while we compile the roster. The first question was from Nicolas Contelucci with Anchor. Please go ahead.

Morning, J.F. Thanks for taking my questions, and congrats on another strong quarter here. I just wanted to make sure I heard something correctly, was on the percent of the backlog that was from Canada, was that 45%? 64, 64%. Okay, got it. Yeah. Okay, so a slight step down from Q1, it seems like.

And from Q1, yes. And you might recall we had some announcement at the end of June, mostly for U.S.-based projects. So obviously adding those reduced, I think we were at 72% at the end of Q1. So that's why we're slightly lower for us. Anything that looks like 50-50 or close to 50 is really good, but still at 64, definitely at 64% of Canadian-based contact, definitely considering the environment we're in, definitely better than the 5% of Canadian content we're in back in April 2025, so just over a year and a quarter ago.

Yeah, understood. Okay. And then with gross margin, we had some moving pieces in the quarter with the work Tobon did for LAR, but what do you see as the normalized gross margin for you guys going forward? And then maybe how does that change going into next year?

Yeah, well, as you know, we don't necessarily provide guidelines going forward, but to your point, I think On its own, we shouldn't look at 2.2 as a good indication because there were a lot of moving pieces. Year-to-date, we're at 21.5. That does include the downward impact, as we already explained in previous calls, the downward impact of the Go Cloud backlog, which we still need to sort of go through, which definitely we're not at the ADFs. historical level, if you want, from a margin standpoint. So, that will still happen in Q3 and Q4, as long as we still have to get through the Gopal's legacy backlog. This said, Our regular jobs and on a non-going basis, we should, the year-to-date margin of 21.5 are a pretty good indication of what's coming. Obviously, we are impacted by the tariffs indirectly, as we already explained, by the higher costs of steel. So it does bring some of our cost-based costs It does increase our cost base, so it has an impact. The tariff, although limited, but they do have an impact. We are paying since April, since the beginning of April 2026 proclamation, approximately 10% of the commercial invoice on RRP The Canadian fabrication of U.S. for U.S. projects, so that obviously also has an impact on a portion of the project fabricated in Canada going to the U.S., so that lowers the margin. But these are already factored into the margin as they stand. So as I said, without going into too much detail, but The year-to-date margins are a pretty good indication of what's coming, and we do expect also improvement as we're getting rid of the legacy backlog. So maybe you can expect to see margins creep up in Q2 and Q3 and Q4. Bearing any other announcement on the tariffs front, as I confirmed, At the end of the call, at the end of my text, really, the latest changes, either the counter-tariff or the proclamation from Tuesday night, as we understand now, won't change that 10%, so no impact, but God knows what's going to be, what will happen in the next days, weeks, and months. We're obviously in a in a In a situation where the relationship is different, but based on what we know now, that's what we see for the coming quarters from a gross margin standpoint.

Yeah. Okay. Yeah, understood. And what about just an update on the CapEx plans? How are things progressing? Are you guys on time with the LAR expansion?

Yeah, things are going really well from that standpoint. We're on time, on budget for law. As I also mentioned, we've actually even started since the end of second quarter to work on an expansion in Great Falls also. It's not a huge project. investment, but it will add capacity and bring in additional newer equipment and additional equipment. The plant has been up and running for about 13 years now, so the equipment is still good, but obviously a lot of hours on dough, so it's going to be good to bring new equipment and further improve efficiency, but also add some operating changes that will facilitate the work in Great Falls and also add capacity in light of everything that's happening now. So things are progressing well, no issues, definitely no issues at Groupe Laure, much more advanced. Structure has started to go up. So we're on time, we're on budget. The equipment has been all order. The schedule still good. And actually not only tracking to budget, but actually even slightly better than budget, which is great news.

That's good. Okay, very good. And then just last one, if I can squeeze it in, would be on the SG&A, you know, increase the impact of the DSUs and the RSUs. But what are you just generally seeing with the SG&A line in terms of, you know, Inflationary increases, salaries, labor, that kind of stuff.

Yeah, well, our SG&A are excluding the DSUs or the share units variation, but the core, the SG&A per se, besides just inflation or salary increases, the base of this SG&A should not should not change drastically. Obviously, year over year, and again for Q2, last year we didn't have law in the consolidation, consolidated into our results, so obviously there's an impact on our SG&E just from the consolidation of law. When we'll publish Q3, actually September 18th is going to be the one-year anniversary of the acquisition, so Q3 will be The comparable quarter will include a portion of SG&A, but the base of the SG&A for us, even if volume is increasing and our revenue are increasing, we don't need to drastically increase the SG&A to meet these additional volume or the increased backlog. So from the core of the SG&A, again, excluding Chair Units variation, the SG&A should be pretty stable besides the usual, obviously a lot of salaries included in SG&A, so the yearly salary increases, which are around the 3% level, or should be around the 3% level for the coming year also. So besides that, there's no real need to increase SG&A to meet the expected revenue growth in line with the backlog.

Fantastic. Okay, that's all for me.

Thanks for answering my questions.

Thanks, Nick.

Thank you. There are no further questions on the phone line, Mr. Broussine. You may proceed.

Again, we wish to thank you for your interest in and support of ADF Group. Have a nice day.