Slides
Page 1
1 Friday, May 9, 2025, 12:00 p.m. EST 2025 Annual Meeting of Shareholders Agenda 1. Opening remarks and commencement of the meeting 2. Formal meeting held: Voting on resolutions and results of voting 3. NFI Group Inc. business presentation 4. Question period 5. Closing remarks and termination of the Meeting
Page 2
22 Today’s speakers Paul Soubry President & Chief Executive Officer Stephen King Vice President, Strategy and Investor Relations Chair, Board of Directors Brian Dewsnup Executive Vice President Chief Financial Officer Mr. Colin Robertson, CBE
Page 3
3 Land Acknowledgment
Page 4
4 Housekeeping Stephen King Vice President, Strategy and Investor Relations
Page 5
5 Chair Greetings Chair, Board of Directors Mr. Colin Robertson, CBE
Page 6
66 Acknowledgement of Service Krystyna Hoeg, CPA, CA Board Director since 2015 During her tenure was a member of the Audit Committee and Human Resources, Compensation and Corporate Governance Committee Wish her the best in her retirement and future endeavours
Page 7
77 Board Enhancements add Depth and Expertise With over 30 years of experience, Maryse is an accomplished business leader and director with significant expertise in corporate governance and capital markets During her career she held senior leadership roles in the energy sector with extensive background in law, mergers and acquisitions, capital markets financing, and human resources Currently serves on the boards of ATB Financial, BBA Consultants and North American Construction Group, where she Chairs the Governance and Sustainability Committee. Previously served on the Boards of the Alberta Securities Commission, Turquoise Hill Resources, Pretium Resources and Guyana Goldfields With a distinguished 35-year career, Aziz brings significant expertise in manufacturing, technology, and global supply chain management Most recently the Executive Vice President of Dana, a publicly traded, worldwide supplier of drivetrain, sealing and thermal- management technologies for vehicle manufacturers. Over his 15- year tenure at Dana he held numerous leadership positions, including President, Dana Europe and President, Dana Asia Pacific Aziz also spent 20 years at Meritor with leadership roles in manufacturing, procurement, business development and commercial marketing. Currently serves on the board of Graphic Packaging Holding Company and Columbus McKinnon Corporation Maryse Saint-Laurent Independent Director Aziz Aghili Independent Director
Page 8
8 Formal Meeting
Page 9
99 Appointment of Secretary and Scrutineer, and Notice of Meeting
Page 10
1010 Financial Statements
Page 11
1111 Appointment of Auditors
Page 12
1212 Election of Directors Colin Robertson, CBE Anne Marie O’Donovan, FCPA, FCA, ICD Larry Edwards, ICD.D Paul Soubry, ICD.D Adam Gray Katherine S. Winter Paulo Cezar Da Silva Nunes Jannet Walker- Ford Maryse Saint- Laurent Aziz Aghili
Page 13
1313 Restricted Share Unit Plan for Non- Employee Directors
Page 14
1414 Executive Compensation
Page 15
15 Termination of Meeting
Page 16
16 Management Presentation Paul Soubry President & Chief Executive Officer
Page 17
1717 Certain statements in this presentation are “forward looking statements,” which reflect the expectations of management regarding the Company's future growth, results of operations, performance and business prospects and opportunities. These forward-looking statements are made as of the date of this presentation and NFI assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws. See the Appendix to this presentation for more details about the forward-looking statements. In addition, certain financial measures used in this presentation, including but not limited to, backlog, Liquidity, Adjusted EBITDA, Adjusted Net Earnings (Loss) and Free Cash Flow are not recognized earnings measures and do not have standardized meanings prescribed by International Financial Reporting Standards (“IFRS”). Therefore, they may not be comparable to similar measures presented by other issuers. See the Appendix to this presentation and the Company’s related Management Discussion & Analysis (“MD&A”), available on SEDAR (www.sedarplus.ca ) for more information and detailed reconciliation to the applicable IFRS measures. All figures in U.S. dollars unless otherwise noted. Cautionary Statement
Page 18
1818 Key Terms Buses manufactured by New Flyer and Alexander Dennis' single and double deck buses are classified as "transit buses". ARBOC manufactures body on-chassis or “cutaway” and "medium-duty" buses that service transit, paratransit, and shuttle applications. Collectively, transit buses, medium-duty buses and cutaways, are referred to as "buses". A “motorcoach” or “coach” is a 35-foot to 45-foot over-the-highway bus typically used for intercity transportation and travel over longer distances than heavy-duty transit buses and is typically characterized by (i) high deck floor, (ii) baggage compartment under the floor, (iii) high-backed seats with a coach-style interior (often including a lavatory), and (iv) no accommodation for standing passengers. Zero-emission buses ("ZEBs") consist of trolley-electric, hydrogen fuel cell-electric, and battery-electric buses and coaches. One equivalent unit (or “EU”) represents one production “slot”, being one 30-foot, 35-foot, 40-foot, 45-foot heavy-duty transit bus, one double deck bus, one medium-duty bus, one cutaway bus or one motor coach, whereas one articulated transit bus represents two equivalent units. An articulated transit bus is an extra-long transit bus (approximately 60-feet in length), composed of two passenger compartments connected by a joint mechanism. The joint mechanism allows the vehicle to bend when the bus turns a corner yet have a continuous interior. Many public customer contracts include options to purchase transit buses and motor coaches in the future, and a large portion of the Company’s order book is represented by “options” as opposed to “firm orders.”
Page 19
1919 Offer a mix of heavy-duty buses and coaches, and medium-duty and cutaway buses >100,000 Vehicles in Service Provide wide range of propulsion agnostic vehicles 13 countries Have an NFI vehicle in service Access to world class parts & aftermarket specialists 44 Facilities across the Group Market and technology leaders in all of our core markets ~9,000 Team members around the world A global independent bus and coach mobility solutions provider.
Page 20
2020 Safety The health and wellbeing of our team members and the safety of our products are our top priorities. Accountability We take responsibility for our actions, seeking to build trust and earn a reputation for excellence and reliability. Quality We strive for excellence in our products, services, and all that we do. Integrity We act with honesty, transparency, and integrity, treating each other with respect in a diverse, equitable, and inclusive workplace. Teamwork We work with our team members, our supplier partners, and our customers to pursue mutual benefits. Sustainability We seek long-term success for our business, our communities, and the environment through responsible sourcing, lean manufacturing, and sustainable operations. Our Values and Our Stakeholders Drive Our Decisions
Page 21
2121 NFI Offers Propulsion Agnostic Solutions 60+ Models with various propulsion offerings (battery electric, hydrogen, hybrid, CNG, and diesel) 265M+ Electric service miles driven 97+ Megawatts charging capacity delivered via Infrastructure Solutions TM since 2018 1. Represents a non-IFRS measure, meaning it is not a defined term under IFRS and does not have a standard meaning, so it may not be a reliable way to compare NFI to other companies. See Non-IFRS and Other Financial Measures section of the Appendix of this presentation and the MD&A available on SEDAR at www.sedarplus.ca North America 84% United Kingdom and Europe 15% Asia Pacific 1% 2025 Q1 Revenue by Geography Transit 67% Motor Coach 12% Low-Floor Cutaway and Medium-Duty 3% Aftermarket 18% 2025 Q1 Revenue by Product
Page 22
2222 The leading manufacturer of transit buses in North America The leading motor coach manufacturer for public and private markets in North America Founded in 1930 Founded in 1932 A leading manufacturer of low- floor cutaway buses for North America Founded in 2008 Global leader in double deck bus manufacturing and the UK’s largest bus manufacturer Founded in 1895 43,000 | 2,800 25,000 | 1,200 2,500 | 800 Installed Base | Annual Capacity North America U.K. & APAC 30,000 | 2,700 Installed Base | Annual Capacity Installed Base | Annual Capacity Installed Base | Annual Capacity
Page 23
2323 Industry Leaders with relationships across 150+ cities North America United Kingdom APAC FL GAALMS LATX NMAZ CA NV UT OR WA ID MT WY CO ND SD NE KS OK AR MO IA MN WI MI IL IN OH KY TN SC NC VA WV PA NY VT NH ME MA CT NJ MD DE DC RI BC AB SK MB ON QC NB NS PE Hong Kong NFI Is Active in Bus Sales and Parts with the 25 Largest Agencies
Page 24
2424 Record New Orders in 2024 7,585 EUs New Awards in Q1 – Q3 2024 1,904 EUs New Awards in Q4 2024 9,489 EUs New Awards in 2024 + = + 2,503 EUs In 2025 Q1
Page 25
2525 Highest Backlog in Company History NFI Quarterly Backlog1 in EUs (2019 Q1 – 2025 Q1) 1. Represents a non-IFRS measure, meaning it is not a defined term under IFRS and does not have a standard meaning, so it may not be a reliable way to compare NFI to other companies. See Non-IFRS and Other Financial Measures section of the MD&A available on SEDAR at www.sedarplus.ca 3,576 3,306 4,313 4,224 4,082 4,400 3,662 3,240 3,307 3,522 3,346 3,635 4,057 4,366 4,153 4,576 4,910 5,089 4,863 5,012 5,593 5,370 5,516 5,860 6,236 7,011 6,691 7,281 6,518 6,497 5,604 5,220 5,264 5,279 4,646 4,757 4,813 4,851 5,308 4,352 4,610 5,161 4,714 4,693 5,574 9,190 9,235 9,074 9,275 10,291 $0 $2 $4 $6 $8 $10 $12 $14 $16 2019 Q1 2019 Q2 2019 Q3 2019 Q4 2020 Q1 2020 Q2 2020 Q3 2020 Q4 2021 Q1 2021 Q2 2021 Q3 2021 Q4 2022 Q1 2022 Q2 2022 Q3 2022 Q4 2023 Q1 2023 Q2 2023 Q3 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 2025 Q1 Firm Option Total Dollar Value ($B)
Page 26
2626 Improved Contractual Environment APTA Taskforce Three Main Recommendations: Price Adjustments on historic contracts Progress Payments Incorporation of price adjustments as standard in new contracts White House Roundtable and FTA Letter February 7, 2024, roundtable to discuss findings and next steps to address issues FTA then released a Dear Colleague Letter to all federally funded transit agencies addressing the following: Price Adjustments on existing and new contracts Progress Payments can be completed Performance Bonds not required Increased focus on reducing customization 1 2 3 1 2 3 4
Page 27
2727 Significantly Advancing our Financial Recovery $102 ($24) ($133) ($21) $120 $68 $99 $93 $128 $135 2021 2022 2023 2024 2025 Manufacturing Aftermarket $M Note: Corporate segment results are not included in the above. Corporate segment would need to be added to Manufacturing and Aftermarket to obtain NFI’s Consolidated Adjusted EBITDA results. +$141M Manufacturing improvement +$112M Manufacturing improvement
Page 28
2828 13.7% 9.8% 3.1% 3.6% (4.4%) 0.8% 6.4% 12% 2018 2019 2020 2021 2022 2023 2024 2025E $2,519 $3,172 $2,419 $2,344 $2,054 $2,685 $3,122 $3,800 2018 2019 2020 2021 2022 2023 2024 2025E Reaffirms 2025 Guidance $326 $331 $158 $164 ($58) $69 $214 $320 2018 2019 2020 2021 2022 2023 2024 2025E $71 $38 $26 $34 $21 $26 $30 $50 2018 2019 2020 2021 2022 2023 2024 2025E Revenue ($M) and Units Delivered (EUs)2 Adjusted EBITDA1,2 ($M) and Adjusted EBITDA as % of Revenue1,2 Return on Invested Capital1,2Capex ($M)2 4,313 6,186 4,371 3,783 3,039 Reaffirmed guidance ranges for 2025 are based on firm order backlog, strong aftermarket results and anticipated ZEB deliveries. Range considers opportunities and risks that may develop during 2025, but does not include any potential impacts from U.S. and Canadian tariffs 12.9% 10.4% 6.5% 7.0% (2.8%)4,001 2.6%4,547 1. Adjusted EBITDA and Return on Invested Capital (ROIC) represent non-IFRS measures, meaning they are not defined terms under IFRS and do not have a standard meaning, so it may not be a reliable way to compare NFI to other companies. See Non-IFRS and Other Financial Measures section of the Appendix of this presentation and the MD&A available on SEDAR at www.sedarplus.ca. 2. See the 2024 Q4 MD&A for the assumptions that drive 2025 guidance, as well as certain applicable risks. $4,200 $360 6.8% 9% $60
Page 29
2929 All Canadian Build Announcement
Page 30
3030 Prime Minister Visit to see Project True North progress
Page 31
3131 Spirit of Winnipeg Award
Page 32
3232 Top Employer Award
Page 33
3333 Certain statements in this presentation are “forward-looking statements”, which reflect the expectations of management regarding the Company’s future growth, financial performance, and liquidity and the Company’s strategic initiatives, plans, business prospects, and opportunities, including the impact of and recovery from supply chain disruptions and plans to address them, the steps the company plans to take to improve liquidity and the impact of tariffs, other trade measures, and potential U.S. policy developments regarding electric vehicle funding. A number of factors and risks may cause actual results to differ materially from the results discussed in the forward- looking statements. Forward-looking statements should not be read as guarantees of future events, performance, or results. For more detail regarding the assumptions, factors and risks relating to these “forward looking statements”, please refer to the Company’s financial materials dated March 13, 2025, and the factors and risks contained in its Annual Information Form and other materials filed with the Canadian securities regulatory authorities which are available on SEDAR at www.sedarplus.ca. These forward-looking statements are made as of the date of this presentation and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws. Forward-Looking Statements
Page 34
3434 Key Financial Definitions Non-IFRS Measures – see NON-IFRS AND OTHER FINANCIAL MEASURES section of the MD&A Dated March 13, 2025 Adjusted EBITDA: Earnings before interest, income tax, depreciation and amortization after adjusting for the effects of certain non-recurring, non-operating, and items occurring outside of normal operations that do not reflect the current ongoing cash operations of the Company. These adjustments include gains or losses on disposal of property, plant and equipment, gain on debt modification, unrealized foreign exchange losses or gains on non-current monetary items and forward foreign exchange contracts, past service costs and other pension costs or recovery, equity settled stock-based compensation, unrecoverable insurance costs, prior year sales tax provision, out of period costs, impairment loss on goodwill, impairment loss on intangible assets, and non-recurring restructuring costs. Free Cash Flow: Defined as net cash generated by or used in operating activities adjusted for changes in non-cash working capital items, interest paid, interest expense, income taxes recovered, current income tax recovery, repayment of obligation under lease, cash capital expenditures, acquisition of intangible assets, proceeds from disposition of property, plant and equipment, defined benefit funding, defined benefit recovery, past service costs and other pension costs, expenses incurred outside of normal operations, equity hedge, unrecoverable insurance costs and other, out of period costs, prior year sales tax provision, restructuring costs, and foreign exchange gain or loss on cash held in foreign currency. Return on Invested Capital (“ROIC”): Defined as net operating profit after taxes (NOPAT, calculated as Adjusted EBITDA less depreciation of plant and equipment, depreciation of right-of-use assets, and income taxes at a rate of 31%) divided by average invested capital for the last 12-month period (defined as total interest-bearing debt plus derivative liabilities plus equity less cash on hand). Adjusted Net Earnings (Loss): Defined as net earnings (loss) after adjusting for the after tax effects of certain non-recurring, non-operating and items occurring outside of normal operation, that do not reflect the current ongoing cash operations of the Company including: unrealized foreign exchange gain, unrealized gain or loss on the interest rate swap, unrealized gain or loss on Cash Conversion Option, unrealized gain on prepayment option of second lien debt, accretion in carrying value of long-term debt associated with debt modification, gain on debt modification, accretion associated with gain on debt modification, equity swap settlement fee, equity settled stock- based compensation, gain or loss on disposition of property, plant and equipment, past service costs and other pension costs, unrecoverable insurance costs and other, expenses incurred outside of normal operations, other tax adjustments, out of period costs, accretion in carrying value of convertible debt and cash conversion option, prior year sales tax provision, impairment loss on goodwill, impairment loss on intangible assets, and restructuring costs. Adjusted Earnings (Loss) per Share: Defined as Adjusted Net Earnings (Loss) divided by the average number of Shares outstanding Total Liquidity: Cash on hand plus available capacity under the Company’s first lien secured facilities without consideration given to the minimum liquidity requirement under such facilities
Page 35
35