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NFI Investor UpdateNorth America’s leading Transit Bus & Motor Coach M anufacturer and Parts Distributor
as at March 23, 2017
1
Company Highlights
• North America’s:
• #1 Transit Bus & Motor Coach manufacturer and parts supplier
• Leading installed base (nearly 70,000 vehicles or ~50%)
• ~5,000 employees
Fiscal 2016 Performance:
Revenue: US $2.3B
Adj EBITDA: US $289.1M
Return on Sales: 12.7%
Net Debt: $546M
Leverage: 1.94 (Converts treated as Equity)
ROIC: 14.3%
FCF: US $165.2M
Payout Ratio: 25.0%
Fully Diluted Market Cap : ~$C 2.75B
Common Share (TSX:NFI)
Shares Outstanding: 61.9M
60-day average Daily Volume: ~ 200K
Dividend = C$0.95/share (1), Yield: ~2.1%(3)
TSR(2): ‘17 YTD = 12% ‘16 = 47% ‘15 =115%
(1) Effective May 12, 2016 the Dividend increased from C$0.70 to C$0.95 per share annually. Paid quarterly.(2) Total Shareholder’s Return (“TSR”) is calculated by the growth in capital assuming the dividends are reinvested each time they are paid.(3) Calculated using closing TSX market price as at March 20, 2017
Convertible Debt (TSX:NFI.DB.U)
Principal Outstanding: US $6.7M
60-day average Daily Volume: ~US $8K
Coupon: 6.25%, Yield: ~ 1.9%(3)
Matures: June 30, 2017
Dec 18-15: NFI added to S&P/TSX Composite Index Mar 14-16: NFI added to S&P/TSX Equal Weight Industrials Index Mar 11-16: NFI Equity Options commenced trading on Montreal Exchange
Current Backlog (at YE 2016):
Firm : 3,442 EU, $1.8B
Options : 6,745 EU, $3.5B
LTM Book to-Bill Ratio: 131%
NFI Group
Forward Looking Statements and Non-GAAP Measures are defined in APPENDIX B.
2
NFI Investment Thesis
Scale combined with Leading Share
in Diversified Markets
� North Americas’ #1 heavy-duty transit bus brand, #1 motor coach brand and #1 aftermarket parts and service supplier
� Leading installed bus fleet with >70,000 vehicles (transit buses and motor coaches) currently in service or ~50% share of Canadian and US installed base
� Compliant with Buy-America and Canadian content policies (with ~70% of productive capacity located in the US). Integrated aftermarket parts and services operation.
Deep Relationshipswith High Quality Customer Base
� Founded in the 1930’s, NFI and MCI have established relationships with nearly all domestic transit authorities and specifically 24 out of 25 of the largest agencies
� Strong reputation and long standing relationship with hundreds of motor coach operators in Canada and US operating MCI or SETRA (Daimler) motor coaches
BroadProduct Offering with Technology
Leadership
� Leading in-house engineering and new product development capability� Offer the industry’s widest range of green propulsion options: clean diesel, diesel-electric
hybrid, natural gas, and zero-emission (electric trolley, battery-electric and fuel cell).
Experienced Team focused on
Growth & Diversification
� Successful track record of positioning the business for growth, increased profitability andproven cash flow generation
� Extensive LEAN transformation and OpEx experience with demonstrated ability to complete accretive acquisitions and achieve synergies
Strong Financial flexibility and performance
� Business operates in USD with ~90% revenue in USD Flexible cost base with 89% of expenses variable
� Proven financial performance and low leverage (~2X). Strong/Predictable cash flow with proven de-levering and consistent dividends paid.
� Experience M&A and solid integration experience
+NFI Group
3
1. Offer Canadian and US operators the industry’s best buses, services and value� Migrate from selling buses to providing solutions and deliver best value and support for life of our products
focusing on lowest Total Cost of Ownership
� Provide complete offering: Bus (“Workhorses of the Fleet”) supported by Parts, Service & Valued Added services
� Lead the market in innovation, reliability and quality
� Excel at customer support, response and follow up with emphasis on aftermarket parts and services
2. Operate as a world class OEM using LEAN principles, a Quality Roadmap and a Safety Culture� Be recognized as an Employer of Choice with an industry leading safety culture
� Excel in engineering, supply chain, strategic sourcing and appropriate in-sourcing
� Continuous pursuit of eliminating waste and cost reduction to improve competiveness
� Operate as a responsible, sustainable and environmentally conscious business
3. Perform while seeking Diversification and Growth� Lead the North American transit bus and motor coach industries and deliver strong TSR
� Operate with an appropriate and flexible capital structure, pay and appropriate dividend and grow the business
� Seek to diversify over long term to ensure longevity and sustainability: Product (type of bus) and/or Market (Public vs Private) and/or Geography (North America vs International).
+
Our Facilities, Processes & Products
Our Market Leading Positions in Bus/Coach/Parts
Our Business and Revenue Stream
Our Revenue, EBITDA and CashFlow
Optimize, Defend, Diversify & Grow
NFI Group Business Strategy
4
725.9
146.8
--
100.0
200.0
300.0
400.0
500.0
600.0
700.0
800.0
Aug-12 Aug-13 Aug-14 Aug-15 Aug-16
Tot
al R
etur
n
Strategic Plan and Execution has delivered TSR
Total Shareholder Return (1)
S&P/TSX Composite
Investment in NFI
Source: FactSet, Company filings
1. Total shareholder return includes capital appreciation and dividends paid.2. Calculated using closing TSX market price as at March 20, 2017
� NFI's first acquisition in 2010 enhanced part fabrication capability and capacity
� Equity investment in NFI by a leading global bus and coach body manufacturer
� NFI acquired Orion’s parts business from Daimler
� NFI acquired US manufacturer of heavy-duty transit buses and parts distributor
� NFI acquired North America’s leading manufacturer of motor coach and parts/service support
� Adopted Stakeholder Model.
� Commitment to Culture, People & LEAN operations
� Migrated Capital Structure from Income Deposit Security (yield only focus) to Common Share (Growth and Yield)
It started with Cultural & Structural Change
Strategic Acquisition's
NFI Group
5
Proven Leadership with extensive Industry Experience
Wayne Joseph President ,Transit Bus
Joined New Flyer in 2008 as VP Operations and then assumed responsibility as EVP Transit Bus. Prior held executive positions in bus manufacturing for over forty years with NABI, Blue Bird and Flxible, and then at BAE Systems.
Holds a Bachelor of Science in Business Administration and an Accounting Degree and is Certified in Production and Inventory Management (CPIM).
Ian SmartPresident ,Motor Coach
Joined New Flyer in 2011 as EVP Aftermarket and prior held various executive positions at Standard Aero for 15 years - one of the world’s largest independent aviation service companies.
Lead the project to privatize and conduct LEAN implementation at a United States Air Force Base.
Holds a Bachelor of Science in Industrial Engineering.
Brian Dewsnup President, Aftermarket Parts
Formely NABI’s CFO (which NFI acquired in 2013), and then VP Business Development of New Flyer. Led the acquisition of MCI and became VP & GM Aftermarket. Prior served as Controller of Johns Manville's-Waterville operations, and held various capacities at Ford Motor and Visteon.
Holds a Bachelor's in Mechanical Engineering, Masters in Mechanical Engineering, and an MBA in Finance.
NFI Group
Paul SoubryPresident & CEO, NFI Group
Joined New Flyer in 2009 as President and CEO after 24 years with Standard Aero. Holds a Bachelor of Commerce, attended Exec Ed at Harvard Business School and the Institute of Corporate Directors.
In 2003, was named a recipient of ‘Canada’s Top 40 under 40’ award, inducted into the CME Manufacturing Hall of Fame in 2014, and recognized as Canada’s 2016 CEO of the Year by the Financial Post.
David WhiteEVP Supply, NFI Group
Joined New Flyer in 1998 as Corporate Controller, and moved into Supply Management as Vice President in 2002. Prior worked for Deloitte as a Chartered Accountant. Holds a Bachelor of Commerce in Finance and obtained his Chartered Accountant designation.
Glenn AshamCFO, NFI Group
Joined New Flyer in 1992. Obtained chartered accountant designation and holds a Bachelor of Commerce. Prior worked with Deloitte providing client services in the areas of accounting, auditing, taxation and management consulting
Colin Pewarchuk, General Counsel, NFI Group
Joined New Flyer in 2006. Prior practiced law with Aikins, Macauley and Thorvaldson and was a Banking Officer with Royal Bank of Canada. Holds a Bachelor of Commerce in Finance and a Bachelor of Laws.
Janice HarperEVP HR, NFI Group
Joined New Flyer in 1999. Holds a Diploma in Creative Communications, a Certificate in Human Resources, is a Charterer Professional in Human Resources (CPHR) and holds a Human Resources Compensation Committee management designation.
6
#1 Market Share in Transit Bus
HD Transit Bus Share (2016 market is ~5,800 units *)
Heavy-Duty: Xcelsior ® Medium-Duty: MiDi ®
� Launch in 2009 based on >20 years experience with low floor transit buses
� Offered in 35’, 40’, and 60’ lengths� Primary targets is metropolitan & urban fleets� Typical sale price of approx US $450K for 35’/40’ and
US $700K for 60’ articulated
� JV with Alexander Dennis (UK) to introduce MiDi® to North America in 2014
� 30’ and 35’ low-floor medium duty bus, tested to HD standards. Primary target is municipal/ & commercial shuttles
� Typical sale price of approx US $300K
Active Canada/US HD Transit Bus Coach Fleet ~85,000
Source: New Flyer Database & Management Estimates
Average Age of the HD Transit Fleet: US = 7.8 years, Canada = 7.3 yearsSource: APTA Public Transportation Factbook 2016
Orion Parts and NABI acquired by NFI in 2013
19%
30%
45%
5% 1%
7
MetropolitanFleets
17 operators39% of installed fleet
Urban Fleets
200 operators45% of installed fleet
MunicipalFleets
900+ Operators16% of installed
fleet
Transit Bus Market Segments in Canada and US
Source: New Flyer Database & Management Estimates
Transit Market Segments and primary targets
24 of the 25 largest Transit Agencies operate NF supported transit buses
New market entrants focusing only on battery-electric buses:
8
#1 Market Share in Motor Coaches
Motor Coach Share: 2016 market ~2,400 units
39%
28%
26%
7%
50% 1% 26% 23%
New Coach – Private New Coach – Public Pre-Owned Coac h
� Targets the mid-range to luxury segments
� J Model is the #1 selling coach in the N.A. private market
� NA Distributor of Daimler’s SETRA coaches
� Tour and charter operators
� Hotels and casinos
� Inter-city line-haul operators
� Contract carriers
� Targets the mid-range segment
� “Buy America” compliant
� D Model is the #1 selling coach of all time in N.A.
� Transit authorities
� Universities
� U.S. Federal Government
� Correctional facilities
� Trade-in option to support new coach sales
� Coaches are refurbished at MCI’s service centers and various 3rd parties
� Value customers in the private market
� Small private fleets
� MCIU sells approx 350 pre-owned units annually
Active Canada/US Motor Coach Fleet ~55,500 units
Belgium & Macedonia
Canada & US
Turkey
Source: MCI Database & Management Estimates
Average Age of the Motor Coach Fleet: US and Canada = 9 yearsSource: ABA Motorcoach Census, published February 2016MCI Share increased
by 1% in 2016 over 2015
New Coach – Private New Coach – Public Pre-Owned Coac h
� Targets the mid-range to luxury segments
� J Model is the #1 selling coach in the N.A. private market
� NA Distributor of Daimler’s SETRA coaches
� Tour and charter operators
� Hotels and casinos
� Inter-city line-haul operators
� Contract carriers
� Targets the mid-range segment
� “Buy America” compliant
� D Model is the #1 selling coach of all time in N.A.
� Transit authorities
� Universities
� U.S. Federal Government
� Correctional facilities
� Trade-in option to support new coach sales
� Coaches are refurbished at MCI’s service centers and various 3rd parties
� Value customers in the private market
� Small private fleets
� MCIU sells approx 350 pre-owned units annually
J Model D Model
9
Motor Coach Market in Canada and US
Market Segments and primary targets
Transit
12% of installed fleet
Fixed Route/Line Haul
34% of installed fleet
Tour & Charter
52% of installed fleet
Conversion
2% of installed fleet
Public Private Private Private
Source: MCI Database & Management Estimates
Private Market Segment Definitions
10
+
Clean Diesel Natural Gas Electric Trolley Hybrid Elect ricBattery Electric/
Fuel Cell
Xcelsior35’, 40’, 60’
MiDi30’, 35
D Model40’, 45’
J Model 45’ with 35’ in
development
eCoach in Development
Environmental Commitment
11
New Flyer Leadership in Zero Emissions
� NF estimates 283 zero emission buses (“ZEBs”) were delivered by the industry in 2016
� NF delivered 241 equivalent units (“EUs”) ZEB (8.3% of NF’s total transit production), with 85% ZEB
market share. Increase of 48% from 144 EU’s delivered by NBF in 2015. NF has now delivered >6,400
transit buses powered by electric motors (including hybrids).
Current Status of NF Battery-Electric Bus
� NF battery-electric buses have been delivered to transit agencies in Washington, Chicago, & Winnipeg.
� NF currently has 52 electric bus orders in-process including: LA Metro, AC Transit, MBTA (Boston), Utah
Transit Authority, Tri-Met (Portland), OCTA (Orange County), SunLine Transit (Palm Springs)
� NF current ZEB bid pipeline of 893 EU’s. Total bid universe relating to ZEB buses is 1,519 EU’s or 8%.
NF ZEB Differentiators
� NF is the only NA Bus manufacturer to offer all ZEB types (battery-electric, trolley-electric, and fuel cell)
� NF unmatched design and manufacturing capability allows operators ability to customize and optimize
charging method, infrastructure and range capability
� All NF ZEBS are based the proven Xcelsior® transit bus platform and utilize shared and common electric
accessories. MCI zero emission coach (ZEC) now in development
� All public data indicates NF electric buses can match or exceed the energy storage capability of
competitor electric buses, but with the ability to carry significantly more passengers
12
-
5,000
10,000
15,000
20,000
25,000
12
-Ja
n-0
9
12
-Ja
n-1
0
12
-Ja
n-1
1
12
-Ja
n-1
2
12
-Ja
n-1
3
12
-Ja
n-1
4
12
-Ja
n-1
5
12
-Ja
n-1
6
12
-Ja
n-1
7
Ongoing Bids Submitted Bids Forecast
Annual Deliveries and Market Demand
Transit Bus EUs delivered in Can/US Motor Coaches delivered in Can/US
+
Public Bid Universe & Active Transit Bus Opportunit ies (EUs)
NFI forecasted EU buys in next 5 years
Bids submittedby NFI and EUs awaiting selection
Operator RFPs Issued. EUs for Proposals in development
Source: NFI/MCI Database & Management Estimates
US Federal Funding for Transportation
1,49
2
1,86
2
1,76
7
1,19
0
1,47
9
1,51
4
1,02
2
753
1,05
0
1,29
2
1,05
6
1,01
2
811
633
592
686
821
802
856
942
2,48
5 2,99
0
2,82
4
2,38
1
2,33
0
2,04
8
1,47
5
1,34
3 1,75
2
2,09
9
1,85
2
1,82
0
1,58
4
1,20
8
1,54
3
1,56
6
1,77
3
1,92
6 2,31
1
2,41
6
0%
10%
20%
30%
40%
50%
60%
70%
80%
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
MCI Industry Market Share
0
2000
4000
6000
8000
0
5,000
10,000
15,000
20,000
25,000
US
Fe
de
ral
Fun
din
g (
$ m
illi
on
s)
ISTEA TEA-21 SAFETEA-LU
Extension to SAFETA-LU MAP-21 ARRA
DRRA FAST Bus Deliveries (EU)
4,79
7 5,34
7 5,81
6 6,23
6
5,38
8
5,00
9
4,72
3 5,21
2
4,33
3
4,04
7
5,06
5
5,28
4
6,03
2
5,93
3
5,15
4
5,10
9
5,01
0
5,12
8 5,53
3
5,79
5
935
1,05
0
1,50
0
1,86
4
2,05
1
1,27
2
1,73
1
1,87
1
1,58
5
1,42
2
2,11
5
2,16
4
2,25
8
2,02
5
1,81
4
1,65
6
1,86
8
2,43
7
2,45
7
2,56
9
0%
10%
20%
30%
40%
50%
60%
70%
80%
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
Total New Flyer Market Share
13
0
1000
2000
3000
4000
5000
6000
7000
8000
9000
10000
Q4-
06
Q1-
07
Q2-
07
Q3-
07
Q4-
07
Q1-
08
Q2-
08
Q3-
08
Q4-
08
Q1-
09
Q2-
09
Q3-
09
Q4-
09
Q1-
10
Q2-
10
Q3-
10
Q4-
10
Q1-
11
Q2-
11
Q3-
11
Q4-
11
Q1-
12
Q2-
12
Q3-
12
Q4-
12
Q1-
13
Q2-
13
Q3-
13
Q4-
13
Q1-
14
Q2-
14
Q3-
14
Q4-
14
Q1-
15
Q2-
15
Q3-
15
Q4-
15
Q1-
16
Q2-
16
Q3-
16
Q4-
16
Deferred Order Option
Option
Deferred Order Firm
Firm
Public Customer Book-to-Bill and Backlog
Book-to-Bill consistently >100% for 15 of last 16 Quarters
Growing Total Backlog (Firm and Options)
Note: US Customer deferred Order was removed from backlog IN 2013 following 5 years of inaction.
+
MCI Public backlog added in Q4-15
Firm Order Backlog = 6,745 EUs
Options Backlog = 3,442 EUs
14
Manufacturing, Fabrication and Service Footprint
`
FL
AL
TX
CA
NDMN
IL IN OH
KY
WV
PA
NY
NJ
SK MB
ONQC
ABRenton, WA
NFI Service Center
Ontario, CANFI Completion & Service Center
Crookston, MNNFI Bus Completion
St Cloud, MNNFI Bus Manufacture
Anniston, ALNFI Bus ManufactureElkhart, IN
TCB Part Fabrication
Arnprior, ONNFI Service Center
NFI - Winnipeg, MBParts Fabrication and Bus Shell Assembly
New Product Development
MCI - Winnipeg, MBParts Fabrication, MCI D Model Shell Assembly
Complete J Model manufactureNew Product Development
Frank Fair Fiberglass Fabrication
Montreal, PQMCI Service Center
Blackwood, NJMCI Service Center
Winter Garden, FLMCI Service Center
Dallas, TXMCI Service Center
Los Alamitos, CAMCI Service Center
Pembina, NDMCI D Shell Completion
Des Plaines, ILMCI Service Center
+
Jamestown, NYPart Fabrication/Assembly
15
Industry’s most comprehensive Bus/Coach Parts
Aftermarket Parts Product Support Services
� Widest transit bus and motor coach product assortment and industry leading distribution network with shortest delivery times.
� Added value through unique offerings (Kits, Mid-life upgrade programs, Vendor Managed Inventory, KanBan, etc).
� New MCI website offering state of the art on-line sales and distribution features.
� Publications: Wide range of customized parts, maintenance and operational documentation. New Flyer & MCI publications are the industry standard.
� Training: Operator and maintenance training provided in connection with new bus sales or aftermarket support (On-the-job, Classroom, eLearning, etc.). In addition to on-site training, the Louisville Kentucky facility serves as the national coach training facility for MCI.
+
16
Parts Distribution Footprint
`
FL
AL
TX
CA
NDMN
IL IN OH
KY
WV
PA
NY
NJ
SK MB
ONQC
AB
Fresno, CANFI Parts Distribution
Hebron, KYNFI Parts Distribution
Delaware, OHNABI Parts Distribution
Brampton, ONNFI Parts Distribution
Winnipeg, MBNFI Parts Distribution
Edmonton, AB MCI Parts Distribution (3PL)
Montreal, PQMCI Service Center
Blackwood, NJMCI Service Center
East Brunswick, NJMCI Parts Distribution
Winter Garden, FLMCI Service Center
Dallas, TXMCI Service Center
Des Plaines, ILMCI Service Center
+
Los Alamitos, CAMCI Service Center Louisville, KY
MCI Parts Distribution
17
548 641 707 712
1,0786.2%
8.6%
8.5%12.2%
14.3%
0%
2%
4%
6%
8%
10%
12%
14%
16%
0
200
400
600
800
1000
1200
2012 2013 2014 2015 2016
Millio
ns
Average Invested Capital for the period Return on Invested Capital
746984
1,132 1,217
1,865
119
215
319322
409
0
500
100 0
150 0
200 0
250 0
201 2 201 3 2014 201 5 201 6
Bus Aftermarket
4164 57
90
208
20
31 50
61
81
0
50
100
150
200
250
300
350
2012 2013 2014 2015 2016
Bus Aftermarket
ROIC = Net operating profit after taxAverage invested capital for the period
Financial Performance
Sales ($M US) Adjusted EBITDA ($M US)
Return on Invested Capital
+
61
95107
151
289
865
1,199
1,4511,539
2,274
Quarterly Adjusted EBITDA ($M US)
NFI Group
16 16 14 14 15 1824 37 20 27 26 35 31 39 36
45
6880
6477
75 71 63 61 59 6171
95 99 108 110 107119
131141
151
188
229
257
289
020406080
100120140160180200220240260280300320
2012 2013 2014 2015 2016
Mill
ions
Adjusted EBITDA LTM Adjusted EBITDA
18
Operating Performance
Adjusted EBITDA per new EU delivered ($000 US)
+
Deliveries of new Bus and Coach Equivalent Units (EUs)
Aftermarket EBITDA Margin %
442 441386 387
490 489
577635
554582
621680
572 594625
689
829
912
777
993
1,7851,7951,7391,6561,7041,752
1,943
2,1912,2552,3482,3922,4372,4552,4672,4712,480
2,737
3,0553,207
3,511
0
500
1,000
1,500
2,000
2,500
3,000
3,500
200
300
400
500
600
700
800
900
1,000
1,100
1,200 LTM Deliveries
23.125.6 24.9 26.3
20.221.6
27.5
43.0
14.0
23.920.2
34.1
25.8
37.734.6
45.3
54.7
66.5
56.459.2
$0
$10
$20
$30
$40
$50
$60
$70
18.3%
17.1%
15.4%14.8%14.7%14.6%14.6%
14.0%
16.3%
16.2%16.0%
14.2%
18.6%18.8%
20.5%
18.6%
20.1%
18.6%
20.2%19.8%
12%
14%
16%
18%
20%
22%
Aftermarket Adjusted EBITDA / Aftermarket Revenue
NFI Group
19
� New US Administration focus on Infrastructure spending, US economic health and tax
reform could assist with further rejuvenation of aging bus/coach fleet
� Potential for NFI/MCI to grow market share in core bus and coach OEM business
� New product offerings already in development (35’ coach, zero-emission bus and motor
coaches announced Dec 2016)
� Proven LEAN manufacturing and OpEx expertise deployment continues company-wide
which has cost reduction and working capital benefits, plus improved competitiveness
� Significant progress made and continued investment planned for critical parts fabrication
both for bus and coach
� Overhead and cost synergies resulting from common IT platform across NFI and MCI in
process (announced June 2016)
� Potential for additional aftermarket share with added cost and Working capital benefits
from combining the NFI and MCI parts businesses into one (announced Dec 2016)
� Continue M&A opportunities being investigated: Vertical (part fabrication, supply chain
and aftermarket) and Horizontal (other bus types or other bus markets)
Additional Growth, Combination & Margin Opportunities+NFI Group
20
Cash Flow Performance
Free Cash Flow and Dividends (C $M)2016 Adjusted EBITDA to Free Cash Flow ($M)
289.1
24.4
71.6
24.7 3.2
165.2
51.1 216.3
-
50
100
150
200
250
300
350
+NFI Group
$0.585
$0.62
$0.70
$0.95
0%
20%
40%
60%
80%
100%
120%
140%
$0.40
$0.50
$0.60
$0.70
$0.80
$0.90
$1.00
2012Q3
2012Q4
2013Q1
2013Q2
2013Q3
2013Q4
2014Q1
2014Q2
2014Q3
2014Q4
2015Q1
2015Q2
2015Q3
2015Q4
2016Q1
2016Q2
2016Q3
2016Q4
Annual dividend rate (C$) Dividend Payout Ratio
Dividends (C$/share)
0.610.87
1.18
1.95
3.64
0.81
0.21 0.48
0.97
2.1
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
2012 2013 2014 2015 2016
Free Cash Flow per share (C$) Earnings per share (US$)
Free Cash Flow and Net Earnings ($/share)
27.145.1
65.5
108.3
216.3
33.1 30.7 32.5 33.854.0
0.0
50.0
100.0
150.0
200.0
250.0
2012 2013 2014 2015 2016
Free Cash Flow Dividends
21
0
0.5
1
1.5
2
2.5
3
3.5
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
$1,000
2010 2011 2012 2013 2014 2015 2016
IDS Debt Bachelor Bonds Senior Term Loan
Revolver Convertible Debenture Total leverage ratio
Strong Balance Sheet with low LeverageMajority of Convertible Debentures issued in 2012 have now converted
$8M Convertible Debentures issued in Jun-12 @ 6.25%. Convert price $US10/share
$343M Revolver Facility used to manage working capital fluctuations ($77M outstanding)
$482M Senior Secured Term Loan
Total Leverage does not include Convertible Debenture as debt.
Under NFI Senior Credit Agreement the Total Leverage Ratiomust be maintained below 4X Adj EBITDA. The minimum ratioreduces to 3.75X effective January 2, 2017.
Total Debt ($US M) Total Leverage Ratio
+NFI Group
22
Capital Allocation Policy+NFI Group
Invest in current business and growth
Maintain balance sheet flexibility
Return capital to shareholders
Growth balanced between organic and M&A growth
• Invest in LEAN manufacturing to improve quality & cost effectiveness
• Invest in vertical integration of critical supply
• Four acquisitions completed from 2010 – 2015. Seek additional M&A (Tuck in and Growth).
Prudent use of Leverage
• Provide liquidity for fluctuating working capital requirements
• Seek normal operations between 2-2.5X leverage
• Add leverage to fund accretive acquisitions capable of reducing leverage through earnings
Common Share Dividend
• Sustainable: Distributions have been paid consistently since IPO in 2005
• Current annual dividend of CAD $0.95/share. Paid quarterly.
Foundation of Capital Allocation Policy is built on a strong balance sheet and an operating model providing consistent and predictable cash flow
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GLOBAL BUS MARKET ~420K/YR CANADA/US BUS MARKET ~56K/YR
Bus Market Segment Summary (April 2016)
APPENDIX A
24
FORWARD LOOKING STATEMENTS
This investor presentation contains forward-looking statements relating to expected future events, including the integration of the acquired business into New Flyer’s existing business and expected synergies, the
diversification and growth of the combined bus and aftermarket parts businesses. Although the forward-looking statements contained in this investor presentation are based upon what management believes to be
reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. Actual results may differ materially from
management expectations as reflected in such forward-looking statements for a variety of reasons, including risks related the ability to implement the operational changes necessary to achieve the intended
synergies, acquisitions, joint ventures and other strategic relationships with third parties (including liabilities relating thereto), the covenants contained in the Company’s new senior credit facilities could impact the
ability of the Company to fund dividends, market and general economic conditions and economic conditions of and funding availability for customers to purchase buses and to purchase parts or services, customers
may not exercise options to purchase additional buses, the ability of customers to suspend or terminate contracts for convenience and the other risks and uncertainties discussed in the materials filed with the
Canadian securities regulatory authorities and available on SEDAR at www.sedar.com. Due to the potential impact of these factors, the Company disclaims any intention or obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.
FINANCIAL TERMS, DEFINITIONS AND CONDITIONS
References to “EBITDA” are to earnings before interest, income taxes, depreciation and amortization, fair value adjustment for total return swap and unrealized foreign exchange losses or gains on non-current
monetary items. References to “Adjusted EBITDA” are to EBITDA after adjusting for: the effects of certain non-recurring and/or non-operations related items that have impacted the business and are not expected to
recur, including non-recurring transitional costs relating to business acquisitions, product rationalization costs, impairment loss on equipment and intangible assets, realized investment tax credits (“ITCs”), equity
settled stock-based compensation, past service costs, fair value adjustment to MCI’s inventory and deferred revenue, proportion of the total return swap realized, loss on derecognition of long-term debt and costs
associated with assessing strategic and corporate initiatives. Return on Invested Capital “ROIC” is calculated by dividing Net Operating Profit After Tax by Average Invested Capital for the period. References to “Net
Operating Profit After Tax” are to Adjusted EBITDA less depreciation of plant and equipment and income taxes. References to “Invested Capital” are to shareholders’ equity plus long-term debt, obligations under
finance leases, other long-term liabilities, convertible debentures and derivative financial instrument liabilities less cash.
Management believes EBITDA, Adjusted EBITDA, ROIC and Free Cash Flow (as defined below) are useful measures in evaluating the performance of the Company. “Free Cash Flow” means net cash generated by
operating activities adjusted for changes in non-cash working capital items, interest paid, interest expense, income taxes paid, current income tax expense, effect of foreign currency rate on cash, past service costs,
defined benefit funding, non-recurring transitional costs relating to business acquisitions, costs associated with assessing strategic and corporate initiatives, product rationalization costs, defined benefit expense,
cash capital expenditures, realized ITCs, fair value adjustment to MCI’s inventory and deferred revenue, gain received on total return swap settlement, proportion of the total return swap realized and principal
payments on capital leases. However, EBITDA, Adjusted EBITDA, ROIC and Free Cash Flow are not recognized earnings measures and do not have standardized meanings prescribed by IFRS. Readers of this
presentation are cautioned that EBITDA, and Adjusted EBITDA should not be construed as an alternative to net earnings or loss determined in accordance with IFRS as an indicator of New Flyer's performance, and
Free Cash Flow should not be construed as an alternative to cash flows from operating, investing and financing activities determined in accordance with IFRS as a measure of liquidity and cash flows. A reconciliation
of net earnings and cash flow to EBITDA and Adjusted EBITDA, based on the Financial Statements, has been presented In Management’s Discussion and Analysis of Financial Condition under the heading
“Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA” and “Reconciliation of Cash Flow to EBITDA and Adjusted EBITDA”, respectively. A reconciliation of Free Cash Flow to cash flows from operations
is provided under the heading “Summary of Free Cash Flow”.
New Flyer’s method of calculating EBITDA, Adjusted EBITDA, ROIC and Free Cash Flow may differ materially from the methods used by other issuers and, accordingly, may not be comparable to similarly titled
measures used by other issuers. Dividends paid from Free Cash Flow are not assured, and the actual amount of dividends received by holders of Shares will depend on, among other things, the Company's financial
performance, debt covenants and obligations, working capital requirements and future capital requirements, all of which are susceptible to a number of risks, as described in New Flyer’s public filings available on
SEDAR at www.sedar.com.
All figures are in U.S. dollars unless otherwise noted.
FORWARD LOOKING STATEMENTS, FINANCIAL TERMS, DEFINITIONS AND CONDITIONS
+APPENDIX B