Good morning, ladies and gentlemen, and welcome to the ADF Group Inc presentation for acquisition of LAR Groupe . At this time, all participant lines are in a listen-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. Also note that this call is being recorded on Wednesday, October 29, 2025. Now I would like to turn the conference over to Jean-François Boursier, ADF Group 's Chief Financial Officer. Please go ahead, sir.
Thank you. Good morning and welcome to ADF 's conference call where we will provide additional information about our recently announced acquisition of Groupe LAR. I am with Jean Paschini, Chairman of the Board and CEO of ADF , who will be available to answer your question at the end of the call. In addition to what will follow and our press release issued earlier this morning, you will find additional information about the Groupe LAR acquisition on our website under the Investors' Documentation Center Presentations section. First, a word of caution. Please note that the following contains forward-looking statements reflecting ADF 's objectives and expectations. These statements are identified by the use of verbs such as expects, plans, or anticipates, as well as by the use of future or conditional tenses. By their very nature, these types of statements involve risks and uncertainty.
Consequently, reality may differ from ADF 's expectations. Forward-looking information includes, but is not limited to, statements regarding the transaction, including the effects and benefits of the transaction, as well as objectives relating to the increase of LAR's order backlog, LAR's contribution to the corporation net results, and growth in both consolidated revenues and results, and the corporation's expectations regarding the increase in LAR's workforce, the potential efficiency gains from the proposed capital investment, the estimated amounts and timing of the capital investments for LAR's fabrication plant, and the starting date of construction and equipment delivery dates at LAR's fabrication plant. These forward-looking statements are provided for the purpose of assisting the reader and listener in understanding the corporation's current expectations and plans with respect to LAR and may not be appropriate for other purposes.
Forward-looking statements are based on assumptions and on management's best possible evaluation of future events, including the economic outlook and expected operational synergies between ADF and LAR, and are subject to risks, uncertainties, and other important factors that could cause the corporation's actual performance to differ materially from expected results expressed in or implied by such statements. Finally, these factors are set out under the current economic environment and external factors to which the corporation's performance is exposed. Sections of the MD&A report of the financial position and operating results of the corporation for the fiscal year ended January 31, 2025. Please also refer to the forward-looking information section of our press release issued this morning. We finalized the acquisition of 100% of Groupe LAR's shares on September 18, 2025, following a reverse vesting order process which enabled ADF .
to keep not only Groupe LAR's name and of its affiliates, but also key client certifications from clients and customers, including Hydro-Québec. These certifications, which are only issued after a very long and rigorous process, are required to be invited to bid and work with certain key clients. The reverse vesting order also enabled ADF to consolidate a debt-free balance sheet that also excluded assets not deemed essential for the continuation of LAR's activities. The consideration paid by ADF .
as part of the transaction consists of a purchase price of $20.4 million, including a closing adjustment related to certain working capital expenses paid as follows: a cash amount of $16.4 million, including a $1.4 million closing adjustment, and the issuance of 449,944,000 of the corporation's subordinate voting shares, representing the equivalent of $4 million worth of the corporation's subordinate voting shares at the average closing price of the corporation's shares on the TSX during the five trading days preceding August 29, 2025. ADF paid the consideration in cash from its available cash. Established in 1942 and based in Métabetchouan in the Saguenay-Lac-Saint-Jean region in Québec, Groupe LAR operates in the machining, welding, and industrial mechanics sectors. Groupe LAR is a Canadian leader in the design, manufacture, and installation of mechanically welded steel structures.
Primarily focused on the rapidly expanding large-scale hydroelectric sector, Groupe LAR also offers customized overhead crane solutions for the heavy industry. LAR generated revenues of $80.9 million during its fiscal year ended December 31, 2024, and had an order backlog of $104.5 million as of July 31, 2025, which is expected to be progressively delivered by the end of ADF 's fiscal year ending January 31, 2027. Since the acquisition, both ADF and LAR's management team have worked together to start the integration process. From the accounting and finance perspective, LAR's results will be consolidated for the first time in ADF results with the close of ADF 's third quarter this October 31, 2025.
This first consolidation will not impact ADF 's results significantly since only about a month and a half of LAR's financial results will roll into the consolidated financial statements. On the operational side, teams from both groups have visited each other's sites, seeking best practices from both ADF and LAR's longstanding fabrication history. On the business development side, we went to work right away to schedule post-acquisition meetings with LAR's current and past clients and prospective clients, introducing ADF and explaining how the transaction will benefit them and how ADF and LAR together will continue to serve LAR's clients with the level of excellence they are accustomed to and also showcase the renewed financial strength coming from ADF 's solid financial footings and further growing LAR's capabilities.
As such, the timing of the acquisition could not be better for both organizations. ADF and LAR can implement a growth plan supported by the various pan-Canadian projects in hydroelectric development. In Québec alone, Hydro-Québec plans to invest more than $35 billion in hydroelectric dam renovation projects and the construction of new projects between now and 2035. Similar projects are also planned in Ontario, British Columbia, and in the Atlantic provinces. At the same time, and in order to respond to the U.S. tariffs, we see a push from federal and provincial governments for a bi-Canadian effort. As a key player in the hydroelectric sector, Groupe LAR is poised to benefit from these efforts. In light of this economic outlook and taking advantage of the operational synergies between ADF .
and LAR, the corporation expects to be able to double by the end of 2027 LAR's order backlog, which reached $104.5 million as of July 31, 2025. As mentioned before, ADF and LAR have already started discussions with potential clients, and these have shown keen interest in LAR 's renewed market development strategy. Blue chip clients, such as Hydro-Québec, are common clients to both ADF and LAR , and the combination of both organizations will create a one-stop supplier for these key hydroelectric project providers. In parallel, and in order to support this expected growth, we are expecting that we will have to increase the number of employees at LAR 's Métabetchouan plant, which currently employs 200 people. Additional information will be provided on this subject as both ADF and LAR fully analyze the backlog growth and fabrication hours requirement.
To support this growth, substantial investment will need to be made at LAR's fabrication plant located in Métabetchouan in the Saguenay-Lac-Saint-Jean region in Québec. ADF and LAR will not only need to increase the fabrication capacity in light of the anticipated growth of the order backlog, but will also have to modernize the equipment. As ADF has always done, investing in state-of-the-art equipment is key to ADF's historical operational expertise. Considering LAR's 83 years of experience and a team recognized for its operational excellence, LAR will benefit from these investments, which will generate operational efficiencies reflecting ADF's approach to maintaining its leadership in fabrication equipment and work methods. LAR's management team and employees welcome these investments and are quite enthusiastic and engaged in the process. Key personnel, including production employees, will also be asked to collaborate with equipment selection and plant layout decisions.
As such, and subject to the Board of Directors' approval and final operational decisions, ADF plans to invest over $35 million at LAR's plant in Saguenay-Lac-Saint-Jean over the next 24 months. First, ADF will build a 12,000 square feet administrative building adjacent to the existing fabrication plant. As of today, the administrative group is located in a separate building approximately two kilometers from the fabrication facility. We believe this change will foster efficiencies and improve internal communication. Additionally, a 125,000 square feet production area will also be added next to the existing plant. This new section will house brand new equipment. ADF and LAR management teams are still finalizing the exact required equipment and negotiating terms with equipment suppliers. With these additions, other internal equipment and fabrication departments, reorganization, and relocations will be required in order to maximize fabrication flows and processes.
ADF expects to break ground in April 2026 in order to be able to receive the new equipment by the end of 2026. Other internal efficiencies will also generate additional benefits. ADF's Terrebonne fabrication plant has already fabricated some subsections on existing LAR projects, freeing up capacity at the LAR facility. Other opportunities will be analyzed and considered to further maximize these internal efficiencies, including production, bidding, and financial ERPs integration later in 2026. These expected CapEx investments, along with the already announced Terrebonne CapEx for the non-recurring five-year contract announced last July, will need to be financed. Our July 31, 2025 outstanding cash balances have been put to good use since the end of the second quarter, with the purchase price cash portion and also for the support of LAR 's working capital since the acquisition and for the next few quarters.
As such, we have already started discussions with federal and provincial authorities to see how ADF and LAR could benefit from available financing programs aimed at supporting large-scale industrial projects that strengthen the country's competitiveness and resilience to trade pressures. We are still discussing these potential financing means and will provide updates in future communications. For ADF , this acquisition could not come at a better time. As we have mentioned too often since the beginning of the year, the recent U.S. trading decisions have not only created huge uncertainties in ADF markets, but also had direct and indirect impacts on our year-to-date results. As ADF has always done, we did not sit idle and we left no stone unturned to mitigate these negative impacts.
First, we finalized a five-year contract for a Québec-based client, a contract that could be extended for an additional five years, and in September announced the finalization of the acquisition of Groupe LAR. These two announcements alone are significantly changing ADF 's historical backlog and revenue mix. Historically, considering the importance of the U.S. market for the steel manufacturing industry and market, ADF 's historical backlog split between U.S.-based projects and Canadian-based projects was closer to an 80/20 split. Based on what we mentioned previously on this call, the U.S.-Canada backlog mix on a pro forma basis could reach 40/60 by the end of calendar 2027, significantly reducing ADF 's exposure to the U.S. market without exiting this key market. As mentioned at the beginning of the call, the backlog growth and capital expenditures investments are subject to further analysis and both ADF.
and LAR 's ability to capture the expected market growth and finalize contract signing. As recently as three years ago with ADF's Terrebonne Automation Investment Program and ensuing results improvements, we believe our known careful and rigorous approach to risk management will alleviate some of the inherent risks and translate into new growth cycles for ADF, LAR, and our shareholders. Thank you for your interest and confidence in ADF. Jean and I will now answer your questions.
Thank you, sir. Ladies and gentlemen, if you do have any questions at this time, please press star followed by one on your touchtone phone. You will then hear a prompt that your hand has been raised. If you wish to decline from the polling process, please press star followed by two. If you're using your speakerphone, please lift the handset first before pressing any keys. Please go ahead and press star one now if you have any questions. First, we will hear from Nicholas Cortellucci at Atrium . Please go ahead.
Hey, Jean-François. Hey, Jean. Congrats on that transaction here.
Good morning.
Morning. Good to see you guys on offense here, and, you know, making some good moves for a cheap price in my opinion. I wanted to ask you guys about the client concentration. Typically with ADF , you know, we saw three to four clients making up 80% of revenue or so every quarter. How does that change post-acquisition once you have LAR implemented? Does that go to five to six clients making up the bulk of revenue, or how do you see it?
Based on LAR's past experience, it will increase the number of clients. They are not as concentrated as ADF typically is. That will help in that matter. Obviously, they do have bigger, you will have the occasional bigger contract, but it will add to the overall mix of clients.
Got it. Yeah, diversified mix. Steady things, though. That's great.
Yes.
Okay. On margins, what kind of margins are you expecting out of LAR now, and looking a couple of years down the line once you've completed these investments? Can it get up to those ADF levels?
We're never really, in these calls, never really providing margins, forward-looking information. This said, with the CapEx addition, with the synergies the transaction will be driving, we do expect that the historical LAR's margin will improve. Will they get? We were pretty clear in past communication that last year's ADF margin at the 30% and higher was not typical for our organization. On the long run, we do expect to have good margins, obviously, and improving margins, but it's still a bit early to provide too much forward-looking about LAR. We still have some homework to do, but the overall margin profile is not that different, that typical than typical ADF margins.
Got it. Okay.
I'm going to say something. At the end of the day, if we are investing in Métabetchouan, it's not to keep the same margins. We're investing big money with new equipment, and we want those margins to grow up. That's what we're doing.
Perfect. With that equipment you guys are buying, are you looking to implement any robotics, some of the stuff from the ADF playbook?
Absolutely, not the same robots.
Got it. On the doubling of the backlog over the next two years, how do you see that playing out? What kind of levers are you guys pulling on to achieve that?
If you take LAR this year, with the financial problems that they had, they didn't sign jobs. That backlog was done last year. They didn't sign any jobs because they didn't have any bonding. They didn't have the financial capacity to do so. Right now, we started back. We're starting to bid quite a few jobs. In my book, it won't be long that projects are going to be signed by LAR because we have the financing, we have the back, we have the bonding, we have everything. We're going the right way.
Perfect. Okay, those are the only questions for me. Thanks for the time, guys. Great presentation here. I'm going to go through the deck, and it looks like there's a lot of good information.
Thank you.
Thanks, Nick.
Thank you. Once again, ladies and gentlemen, if you do have any questions at this time, please press star followed by one on your touchtone phone. Thank you. At this time, I would like to turn the conference back over to Mr. Boursier.
Thank you. Again, we wish to thank you for your interest in and support of ADF Group . Have a nice day.
Thank you.
Thank you. Ladies and gentlemen, this does indeed conclude the conference call for today. Once again, thank you for attending.