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ANNUAL MEETING
A YEAR OF TRANSITIONTOWARD GROWTH
Wednesday, June 10, 2015ADF Group Inc. HeadquartersTerrebonne, Quebec, Canada
MANAGEMENT COMMITTEE
JEAN PASCHINICo‐Chairman of the Board of Directors and Chief Executive Officer
PIERRE PASCHINI, Eng.President and Chief Operating Officer
MARISE PASCHINIExecutive Vice‐President, Treasurer and Corporate Secretary
JEAN‐FRANÇOIS BOURSIER, CPA, CAChief Financial Officer
CAROLYN HANSON‐CARBONNEAU, M.Eng.Vice‐President, Engineering and Operations
AGENDA
1. Opening of the Meeting and Quorum
2. Adoption of the Agenda
3. Adoption of the Minutes of the 2014 Annual Meeting of Shareholders
4. Auditor's Report and Receipt of the Consolidated Financial Statements for the Fiscal Year Ended January 31, 2015
5. Election of Directors
6. Appointment of the Independent Auditor
7. Management's Report
8. Question Period
9. Adjournment of the Meeting
AGENDA
1. Opening of the Meeting and Quorum
2. Adoption of the Agenda
3. Adoption of the Minutes of the 2014 Annual Meeting of Shareholders
4. Auditor's Report and Receipt of the Consolidated Financial Statements for the Fiscal Year Ended January 31, 2015
5. Election of Directors
6. Appointment of the Independent Auditor
7. Management's Report
8. Question Period
9. Adjournment of the Meeting
Jean PaschiniChief Executive Officer ADF Group Inc.
Pierre Paschini, Eng.President and Chief Operating Officer ADF Group Inc.
Marise PaschiniEVP, Treasurer, Corp. SecretaryADF Group Inc..
Antonio P. Meti, B.CommPresidentG.D.N.P. Consulting Services Inc.
Me Robert ParéSenior PartnerFasken Martineau DuMoulin
Marc L. Belcourt, Eng. (ret.)Construction Consultant
Michèle DesjardinsMBA, C.Adm., ICD.D Senior PartnerLansberg Gersick & AssociatesPresident and Founder Koby Consulting Inc.
Frank Di TomasoFCPA, FCA, ICD.DCorporate Director
ELECTION OF DIRECTORS
AGENDA
1. Opening of the Meeting and Quorum
2. Adoption of the Agenda
3. Adoption of the Minutes of the 2014 Annual Meeting of Shareholders
4. Auditor's Report and Receipt of the Consolidated Financial Statements for the Fiscal Year Ended January 31, 2015
5. Election of Directors
6. Appointment of the Independent Auditor
7. Management's Report
8. Question Period
9. Adjournment of the Meeting
MANAGEMENT REPORT
1. Review of the 2015 Fiscal Year
2. Financial Review
3. Market Development
4. A Look at Fiscal 2016
MANAGEMENT'S REPORT
A YEAR OF TRANSITIONTOWARD GROWTH
Start‐up of our new US operations in Great Falls, Montana
Construction of a new paint shop in Great Falls
Economic recovery in several of our geographic markets
Main Achievements of Fiscal 2015
FABRICATION PLANT (Great Falls, Montana)
First full year of operation
Doubled manpower in one year
First fabrication contracts successfully completed
Over 100,000 fabrication hours in hand
MANAGEMENT'S REPORT
Paint Shop
Pre-Assembly Yard
Fabrication Plant
MANAGEMENT'S REPORT
Additional strategic investment of US$9.4M
Main Achievements of Fiscal 2015
NEW PAINT SHOP (Great Falls, Montana)
Start‐UpJanuary 2015
Construction Ground‐breakingMarch 2014
Improved competitiveness
― Enhanced overall offer : additions to our existing product and service mix
― Autonomy with regard to the procurement of surface treatment work
― Solutions and savings for our clients
MANAGEMENT'S REPORT
NEW CONTRACTS
Main Achievements of Fiscal 2015
— 260,000 fabrication hours at January 31, 2015 :2X more than in 2014
— Split between our two fabrication plants— First contracts that will be carried out at our new
paint shop in Great Falls
— Job creation at our Terrebonne, Great Falls and Miami locations
Totalling $62M
Fabrication Hours
Jan. 2014 Jan. 2015
130,000
260,000
Total Manpower
Jan. 2014
337
Jan. 2015
430503
June 2015
MANAGEMENT'S REPORT
1. Review of the 2015 Fiscal Year
2. Financial Review
3. Market Development
4. A Look at Fiscal 2016
This presentation contains forward‐looking statements reflecting ADF Group Inc.’s objectives and expectations, which by theirvery nature involve risks and uncertainties. Consequently, reality may differ from ADF’s expectations.
The selected financial data set out in this presentation, as well as comparative figures for the previous fiscal years, reflect theapplication of International Financial Reporting Standards (IFRS).
All amounts are in Canadian dollars, unless otherwise indicated.
NOTICE
Result Summary
(in thousands of dollars and in dollars per share)
FISCAL YEARS ENDED JANUARY 31,
Revenues
Gross marginas a % of revenues
EBITDAas a % of revenues
Net incomeBasic and diluted earnings per share
76,058
7,2679.6%
1,5942.1%
(1,570)(0.05)
92,997
20,21921.7%
14,23415.3%
7,6820.23
MANAGEMENT'S REPORT
2015
$
2014
$
(in thousands of dollars)
Cash Flow Summary
FISCAL YEARS ENDED JANUARY 31,
MANAGEMENT'S REPORT
2015
$
2014
$
(14,233) (23,171)
(1,857) (2,619)
(650) (649)
(10,729) (5,239)
1,420 13,744
5,516 4,819
Acquisition of property, plant and equipment, and intangible assets
Cash flow from operations
Debt reimbursement
Dividend payments
Net change in cash and cash equivalents
Debt issuance
Long‐Term Financial Position
AS AT JANUARY 31
(in millions of dollars)
MANAGEMENT'S REPORT
Total indebtedness
14
6.0
6.0
11
8.7
8.7
13
3.7
3.7
12
6.2
6.2
15
10.1
10.1
Shareholders' Equity
12
93.8
93.8
14
101.8
101.8
11
93.0
93.0
13
91.4
91.4
15
104.0
104.0
MANAGEMENT'S REPORT
Short‐Term Financial Position
AS AT JANUARY 31
(in millions of dollars)
29.6
29.635.0
35.0
36.8
36.8 42.6
42.6
19.5
19.5
12 1411 13 15
Working Capital Available Liquidities
19.5
19.527
.127
.1
24.5
24.5
8.7
8.7
1411
21.5
21.5
1312 15
28,682
3,56812.4%
1,8386.4%
570.00
24,402
2,83211.6%
1,4065.8%
4710.01
MANAGEMENT'S REPORT
2015
$
2014
$
Result Summary
(in thousands of dollars and in dollars per share)
FIRST QUARTER ENDED APRIL 30,
Revenues
Gross marginas a % of revenues
EBITDAas a % of revenues
Net incomeBasic and diluted earnings per share
(1,710) (2,603)
― 5,516
(4,238) (20)
(1,611) (1,495)
(187) (771)
MANAGEMENT'S REPORT
2015
$
2014
$(in thousands of dollars)
Cash Flow Summary
Acquisition of property, plant and equipment, and intangible assets
Issuance of a new long‐term debt
Net change in cash and cash equivalents
Cash flow used in operating activities
Debt reimbursement
FIRST QUARTERS ENDED APRIL 30,
Working Capital
11 12 13 14 15
29,6
29,635,0
35,0
36,8
36,8 42,6
42,6
19,5
19,5
T1‐16
18,3
18,3
At January 31 April 30, 2015
FIRST QUARTER ENDED APRIL 30, 2015
MANAGEMENT'S REPORT
Short‐Term Financial Position
(in millions of dollars)
Available Liquidities
19.5
19.5
141121
.521
.5 27.1
27.1
13
24.5
24.5
12
8.7
8.7
15 Q1‐16At January 31, April 30, 2015
4.54.5
MANAGEMENT'S REPORT
PRIORITIES
Financial Objectives Fiscal 2016
Renew the backlog ($65.3M at April 30, 2015)
Annual capex program (estimated at approximately $5.0M)
Maintain dividend policy ($0.02 per year)
Renew the AMF Certificate (Bill No. 1)
MANAGEMENT'S REPORT
1. Review of the 2015 Fiscal Year
2. Financial Review
3. Market Development
4. A Look at Fiscal 2016
Resources and Capacities
A LARGER GEOGRAPHICAL COVERAGE
MANAGEMENT'S REPORT
ADF’S Complex ‐ Terrebonne HeadquartersFabrication Complex (Terrebonne, Quebec)
Sales OfficePre‐assembly shop(Miami Gardens, Florida)
Long‐Standing Domestic and Traditional Markets
― New York and Florida offer better growth prospects
― Targeting commercial buildings and sports/recreational complexes
― Additional resources to support marketing efforts
MANAGEMENT'S REPORT
Well‐Positioned
― Close to different several new promising and growing markets in Western Canada and US
― Access to US government public infrastructure projects
― Targeting the industrial complexes sector
Resources and Capacities
A LARGER GEOGRAPHICAL COVERAGE
Sales OfficeFabrication PlantPre‐assembly YardPaint Shop (Great Falls, Montana)
HeadquartersFabrication Complex (Terrebonne, Quebec)
Sales OfficePre‐assembly shop(Miami Gardens, Florida)
Order Backlog
34.0
34.0
Jan. 13
35.8
35.8
Jan. 14 Jan. 15
48.0
48.0
MANAGEMENT'S REPORT
More geographic markets ; several market segments
― Projects awarded on Canada’s and USA East Coast carried out at the Terrebonne fabrication plant
― Projects signed in British Columbia, Saskatchewan, Montana, Minnesota and California, performed at the Great Falls complex
April 2015
65.3
65.3
Order Backlog
MANAGEMENT'S REPORT
TERREBONNE FABRICATION PLANT
— Major contract in the commercial buildings sector, in New York
— Series of contracts obtained in Florida, for which fabrication work is scheduled to start in May 2015)
— In Quebec, ADF was active in the recreational complexes and industrial buildings sectors
Fiscal 2015 Contracts
MANAGEMENT'S REPORT
Order Backlog
GREAT FALLS FABRICATION PLANT
Fiscal 2015 Contracts
— 5,000 tons of steel structures in hand : bridge structures and steel structures for different industrial and commercial buildings
— Increasingly complex contracts
— Achieved productivity gain
— Additional job creations related to production and administration
— First 30,000 hours in the backlog
— Diverse sectors and client‐base
— Contracts in Canada and USA
Order Backlog
GREAT FALLS PAINT SHOP
MANAGEMENT'S REPORT
Contracts signed during the first months of operation
MANAGEMENT'S REPORT
OUTLOOK
Objectives for Fiscal 2016
Targeted markets recording growth
Strengthened marketing strategy
+ $100 million in new contracts since October 2014
Positioned on numerous calls for tenders for projects in the segments and markets served by ADF
Continue offering attractive products and services to clients
MANAGEMENT'S REPORT
1. Review of the 2015 Fiscal Year
2. Financial Review
3. Market Development
4. A Look at Fiscal 2016
OBJECTIVES
A Look at Fiscal 2016
MANAGEMENT'S REPORT
― STRATEGIC INVESTMENTS
Close to $40 million in two years
Cutting‐edge equipment and maintaining assets current
― COMMERCIAL FORCE
Three plants in North America
New and enhanced Offer
+ 500 employees
― SOLID FINANCIAL POSITION
Available flexibility to pursue ADF’s development
Clear Strategy
OBJECTIVES
A Look at Fiscal 2016
MANAGEMENT'S REPORT
Three Facilities in North America
ADF Group Inc.. ‐ Terrebonne ADF International inc. – Great Falls, Montana ADF Industrial Coating inc. – Great Falls, Montana
Industrial Land: 6 million sq.ft.
Pre‐Assembly Yard: 2.6 million sq.ft.
Production Areas: 775,000 sq.ft.
After humble beginnings, in a small abandoned stable
where only one blacksmith worked,ADF Group is today a North American leader
TRIBUTE TO GIACOMO PASCHINI
60 YEARS OF HISTORY2016
ANNUAL MEETINGOF SHAREHOLDERS
2015Wednesday, June 10, 2015ADF Group Inc. HeadquartersTerrebonne, Quebec, Canada