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Mullen Group Ltd. — Interim / Quarterly Report 2021
Oct 27, 2021
46434_rns_2021-10-27_4683c665-efd0-49df-9ee6-817b38687da1.pdf
Interim / Quarterly Report
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SEPTEMBER 30, 2021
INTERIM FINANCIAL REPORT
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| (unaudited) (thousands) September 30 Note 2021 |
December 31 2020 |
|---|---|
| Assets Current assets: Cash and cash equivalents $ 6,221 $ Trade and other receivables 6 256,304 Inventory 37,078 Prepaid expenses 26,337 Current tax receivable 6,250 |
105,340 192,453 30,072 13,910 3,522 |
| 332,190 Non-current assets: Property, plant and equipment 978,091 Right-of-use assets 76,795 Goodwill 353,626 Intangible assets 91,645 Investments 37,508 Deferred tax assets 9,798 Derivative financial instruments 7 39,602 Other assets 8 12,079 |
345,297 939,107 32,186 271,340 45,867 35,761 9,072 37,906 1,400 |
| 1,599,144 | 1,372,639 |
| Total Assets $ 1,931,334 $ |
1,717,936 |
| Liabilities and Equity Current liabilities: Bank indebtedness 11 $ 85,241 $ Accounts payable and accrued liabilities 154,682 Dividends payable 9 3,813 Current tax payable 4,898 Lease liabilities – current portion 18,399 Currentportion of long-term debt 58 |
— 88,153 2,906 3,687 11,439 16 |
| 267,091 Non-current liabilities: Convertible debentures – debt component 11 112,872 Long-term debt 11 462,914 Lease liabilities 61,373 Asset retirement obligations 1,627 Deferred tax liabilities 131,979 |
106,201 111,111 461,713 23,593 1,609 117,291 |
| 770,765 Equity: Share capital 12 862,134 Convertible debentures – equity component 9,116 Contributed surplus 27,496 Accumulated other comprehensive income 1,347 Deficit (6,615) |
715,317 874,888 9,116 36,577 — (24,163) |
| 893,478 | 896,418 |
| Subsequent events 19 |
|
| Total Liabilities and Equity $ 1,931,334 $ |
1,717,936 |
The notes which begin on page 73 are an integral part of these condensed interim consolidated financial statements.
Approved by the Board of Directors on October 27, 2021, after review by the Audit Committee.
"Signed: Murray K. Mullen"
Murray K. Mullen, Director
"Signed: Philip J. Scherman"
Philip J. Scherman, Director
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2021 THIRD QUARTER INTERIM REPORT
69
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| (unaudited) (thousands, except per share amounts) Note |
Three month periods ended September 30 2021 2020 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2021 | 2020 | ||
| Revenue 15 Direct operating expenses Sellingand administrative expenses |
$ 432,523 $ 290,901 315,370 190,580 52,624 35,047 |
$ 1,035,485 732,408 132,494 |
$ 866,607 591,067 110,113 |
| Operating income before depreciation and amortization Depreciation of property, plant and equipment Depreciation of right-of-use assets Amortization of intangible assets Finance costs Net foreign exchange (gain) loss 7 Other(income)expense 16 |
64,529 65,274 18,417 18,199 5,866 2,832 9,030 4,351 8,216 6,828 (214) (116) (471) (1,913) |
170,583 52,321 12,072 19,195 22,405 (1,490) (2,361) |
165,427 53,584 8,601 12,761 21,203 (2,513) (1,457) |
| Income before income taxes Income tax expense 10 |
23,685 35,093 6,200 8,863 |
68,441 16,287 |
73,248 19,364 |
| Net income | $ 17,485 $ 26,230 |
$ 52,154 |
$ 53,884 |
| Earnings per share: 13 Basic Diluted |
$ 0.18 $ 0.27 $ 0.18 $ 0.26 |
$ 0.54 $ 0.54 |
$ 0.53 $ 0.53 |
| Weighted average number of Common Shares outstanding: 13 Basic Diluted |
95,821 98,508 95,916 107,436 |
96,306 96,358 |
101,885 101,885 |
The notes which begin on page 73 are an integral part of these condensed interim consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| (unaudited) (thousands) |
Three month periods ended September 30 2021 2020 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2021 | 2020 | ||
| Net income Other comprehensive income Items that may be reclassified subsequently to statement of income Exchange differences from translating foreign operations |
$ 17,485 $ 26,230 1,347 — |
$ 52,154 1,347 |
$ 53,884 — |
| Other comprehensive income, net of tax | 1,347 — |
1,347 | — |
| Total comprehensive income | $ 18,832 $ 26,230 |
$ 53,501 |
$ 53,884 |
The notes which begin on page 73 are an integral part of these condensed interim consolidated financial statements.
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2021 THIRD QUARTER INTERIM REPORT
70
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| (unaudited) (thousands) Note Share capital |
Convertible debentures – equity component Contributed surplus Accumulated Other Comprehensive Income Deficit Total |
|---|---|
| Balance at January 1, 2021 $ 874,888 Net income for the period — Other comprehensive income, net of tax — Common Shares repurchased 12 (22,167) Common Shares issued on acquisition 5 9,413 Stock-based compensation expense — Dividends declared to common shareholders 9 — |
$ 9,116 $ 36,577 $ — $ (24,163) $ 896,418 — — — 52,154 52,154 — — 1,347 — 1,347 — (9,339) — — (31,506) — — — — 9,413 — 258 — — 258 — — — (34,606) (34,606) |
| Balance at September 30, 2021 $ 862,134 |
$ 9,116 $ 27,496 $ 1,347 $ (6,615) $ 893,478 |
| (unaudited) (thousands) Note Share capital |
Convertible debentures – equity component Contributed surplus Accumulated Other Comprehensive Income Deficit Total |
|---|---|
| Balance at January 1, 2020 $ 946,910 Net income for the period — Other comprehensive income, net of tax — Common Shares repurchased 12 (71,487) Stock-based compensation expense — Dividends declared to common shareholders 9 — |
$ 9,116 $ 16,860 $ — $ (54,965) $ 917,921 — — — 53,884 53,884 — — — — — — 18,613 — — (52,874) — 991 — — 991 — — — (24,460) (24,460) |
The notes which begin on page 73 are an integral part of these condensed interim consolidated financial statements.
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2021 THIRD QUARTER INTERIM REPORT
71
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| (unaudited) (thousands) Note |
Nine month periods ended September 30 | Nine month periods ended September 30 |
|---|---|---|
| 2021 | 2020 | |
| Cash provided by (used in): Cash flows from operating activities: Net income Adjustments for: Depreciation and amortization Finance costs Stock-based compensation expense Foreign exchange (gain) loss on cross-currency swaps 7 Foreign exchange loss (gain) Change in fair value of investments 16 (Gain) loss on sale of property, plant and equipment 16 Gain on fair value of equity investment 16 Gain on contingent consideration 16 Earnings from equity investments 16 Accretion on asset retirement obligations 16 Income tax expense 10 |
$ 52,154 83,588 22,405 258 (1,696) 1,588 (794) (411) — (150) (1,024) 18 16,287 |
$ 53,884 74,946 21,203 991 (10,551) 7,628 1,409 (179) (432) — (2,274) 19 19,364 |
| Cash flows from operating activities before non-cash working capital items Changes in non-cash workingcapital items from operatingactivities 17 |
172,223 (13,586) |
166,008 18,322 |
| Cash generated from operating activities Income taxpaid |
158,637 (26,520) |
184,330 (11,990) |
| Net cash from operatingactivities | 132,117 | 172,340 |
| Cash flows from financing activities: Bank indebtedness 11 Repurchase of Common Shares 12 Cash dividends paid to common shareholders Interest paid Repayment of long-term debt and loans Repayment of lease liabilities Changes in non-cash workingcapital items from financingactivities 17 |
85,241 (29,356) (33,699) (14,513) (38) (11,973) 612 |
— (52,874) (26,794) (14,253) — (9,102) 556 |
| Net cash used in financingactivities | (3,726) | (102,467) |
| Cash flows from investing activities: Acquisitions net of cash (bank indebtedness) acquired Purchase of property, plant and equipment Proceeds on sale of property, plant and equipment Net investment in finance leases Interest received Other assets Dividends from equity investee Changes in non-cash workingcapital items from investingactivities 17 |
(198,319) (37,706) 17,491 867 348 (10,147) 99 1,296 |
(14,445) (37,514) 5,813 947 1,235 (34) — 125 |
| Net cash used in investingactivities | (226,071) | (43,873) |
| Change in cash and cash equivalents Cash and cash equivalents at January 1 Effect of exchange rate fluctuations on cash held |
(97,680) 105,340 (1,439) |
26,000 79,023 410 |
| Cash and cash equivalents at September 30 | $ 6,221 |
$ 105,433 |
The notes which begin on page 73 are an integral part of these condensed interim consolidated financial statements.
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2021 THIRD QUARTER INTERIM REPORT
72
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
Three and nine month periods ended September 30, 2021 and 2020 (unaudited)
(Tabular amounts in thousands, except share and per share amounts)
1. Reporting Entity
Mullen Group Ltd. (" Mullen Group " and/or the " Corporation ") was incorporated pursuant to the laws of the Province of Alberta and is a publicly-traded company listed on the Toronto Stock Exchange (" TSX ") under the symbol 'MTL'. The Corporation maintains its registered office in Okotoks, Alberta, Canada. The business of Mullen Group is operated through wholly-owned (either directly or indirectly) subsidiaries and limited partnerships (" Business Units "). The Corporation is recognized as one of the leading suppliers of trucking and logistics services in Canada providing a wide range of service offerings including less-than-truckload, truckload, warehousing, logistics, transload, oversized and specialized hauling transportation. In addition, Mullen Group provides a diverse set of specialized services related to the energy, mining, forestry and construction industries in western Canada, including water management, fluid hauling and environmental reclamation. These unaudited condensed interim consolidated financial statements (" Interim Financial Statements ") include the accounts of the Corporation, its subsidiaries and its limited partnerships.
2. Basis of Presentation
(a) Statement of Compliance
These Interim Financial Statements have been prepared in accordance to and comply with International Financial Reporting Standards (" IFRS "), which include the International Accounting Standards (" IAS ") and the interpretations developed by the International Financial Reporting Interpretations Committee (" IFRIC "), as issued by the International Accounting Standards Board (" IASB "). These Interim Financial Statements comply with IAS 34 Interim Financial Reporting and do not include all of the information required for annual financial statements.
(b) Basis of Measurement
These Interim Financial Statements have been prepared on the historical cost basis except for investments (excluding investments accounted for by the equity method), and derivative financial instruments (" Derivatives "), which are measured at fair value through profit or loss.
(c) Functional and Presentation Currency
These Interim Financial Statements are presented in Canadian dollars, which is the functional currency of the Corporation. All financial information presented in Canadian dollars has been rounded to the nearest thousand except for per share amounts.
3. Significant Accounting Policies
The accompanying Interim Financial Statements should be read in conjunction with Note 3 to Mullen Group's audited annual consolidated financial statements for the year ended December 31, 2020, (the " Annual Financial Statements ") as the accounting policies applied by the Corporation in these Interim Financial Statements are the same as those disclosed therein.
During the nine month period ended September 30, 2021, the Corporation adopted the following accounting policy as a result of acquiring the assets and business of QuadExpress (hereafter defined on page 74), a U.S. based third-party logistics provider, which has been rebranded as HAUListic LLC. (" HAUListic ")
Foreign currency translation
The financial statements for each of the Business Units are prepared using their functional currency. The functional currency is the currency of the primary economic environment in which an entity operates. The presentation and functional currency of Mullen Group is Canadian dollars. The functional currency of HAUListic is U.S. dollars. Assets and liabilities of foreign operations are translated into Canadian dollars at the market rates prevailing at the balance sheet date. Operating results are translated at the average rates for the period. Exchange differences arising on the consolidation of the net assets of foreign operations are recorded in other comprehensive income.
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the transaction date. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in currencies other than an entity's functional currency are recognized in the consolidated statement of income.
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2021 THIRD QUARTER INTERIM REPORT
73
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
4. Determination of Fair Values
The following table compares the fair value of certain financial assets and financial liabilities to its corresponding carrying amount as presented in the condensed consolidated statement of financial position.
| ondensed consolidated statement of financial position. | |
|---|---|
| September 30, 2021 Financial Instrument Fair Value Hierarchy Carrying Amount |
Fair Value |
| Investments (excluding investments accounted for by using the equity method) Level 1 $ 2,001 Derivative Financial Instruments Level 2 $ 39,602 Private Placement Debt Level 2 $ 462,057 Convertible Debentures – debt component Level 2 $ 112,872 |
$ 2,001 $ 39,602 $ 456,457 $ 114,436 |
(1) The fair value of the Derivative Financial Instruments is determined using Level 2 of the fair value hierarchy. Level 2 fair values are determined by referencing observable market data, including future foreign currency curves, interest rates, credit spreads and other financial measures.
5. Acquisitions
2021 Acquisitions
Bandstra Transportation Systems Ltd./Babine Truck & Equipment Ltd. – On April 16, 2021, Mullen Group acquired all of the issued and outstanding shares of Bandstra Transportation Systems Ltd. (" Bandstra ") and Babine Truck & Equipment Ltd. (" Babine" ) for total cash consideration of $76.4 million. Mullen Group recognized $67.8 million of cash used to acquire Bandstra and Babine in its condensed consolidated statement of cash flows, which consists of $76.4 million of cash consideration paid on closing net of $8.6 million of cash acquired. Bandstra is a privately held company headquartered in Smithers, British Columbia and provides a wide range of transportation and logistics services to communities in northern British Columbia including truckload, general freight, less-than-truckload (" LTL ") and specialized hauling services. Customers are serviced through a network of three leased and eight owned facilities, all of which are included in the acquisition. They operate a fleet of approximately 180 power units, 360 trailers and 70 pieces of support equipment. Babine is an Original Equipment Manufacturer (" OEM ") dealership providing sales of OEM trucks and trailers and also provides parts, service and maintenance work from three locations in British Columbia supporting the natural resources, energy and transportation industries. Mullen Group acquired Bandstra and Babine as part of its strategy to invest in the transportation sector. The financial results of Bandstra will be included within the Logistics & Warehousing segment while Babine's financial results will be included within the Specialized & Industrial Services segment.
APPS Transport Group Inc. – On June 24, 2021, Mullen Group acquired all of the issued and outstanding shares of APPS Transport Group Inc. including its operating businesses APPS Cartage Inc. and APPS Cargo Terminals Inc. (collectively " APPS ") for total consideration of $75.9 million consisting of $66.5 million of cash consideration and from the issuance of 750,000 Common Shares of Mullen Group. Mullen Group recorded $9.4 million of consideration from issuing 750,000 Common Shares. Mullen Group recognized $61.9 million of cash used to acquire APPS in its condensed consolidated statement of cash flows, which consists of $66.5 million of cash consideration paid on closing net of $4.6 million of cash acquired. APPS provides LTL, truckload and intermodal along with warehousing services primarily from their head office in Mississauga, Ontario, with services extending into five locations throughout western Canada. Mullen Group acquired APPS as part of its strategy to invest in the transportation sector in Canada. The financial results of APPSs operations are included in the Less-Than-Truckload segment.
Tri Point Intermodal Services Inc. – On June 1, 2021, Mullen Group acquired all of the issued and outstanding shares of Tri Point Intermodal Services Inc. and Trillium Drayage Services Inc. (collectively " Tri Point ") for total cash consideration of $8.8 million. Mullen Group recognized $8.8 million of cash used to acquire Tri Point on its condensed consolidated statement of cash flows. Tri Point is based out of Mississauga, Ontario and mainly provides intermodal services to and from the Greater Toronto Area. Mullen Group acquired Tri Point as part of its strategy to invest in the transportation sector in eastern Canada. The financial results of Tri Point's operations are included in the Logistics & Warehousing segment.
HAUListic LLC – On June 30, 2021, Mullen Group acquired all the assets and business of QuadExpress (" QuadExpress ") from Quad Logistics Services, LLC, an indirect subsidiary of Quad/Graphics, Inc., (" Quad ") for total cash consideration of $49.6 million. Mullen Group recorded $49.6 million of cash used to acquire the assets and business of QuadExpress in its condensed consolidated statement of cash flows. QuadExpress was rebranded and has been renamed HAUListic. HAUListic provides third-party logistics, logistics, technology, delivery and freight transportation services by utilizing its proprietary transportation management platform known as SilverExpress. HAUListic operates out of Naperville, Illinois. Mullen Group acquired the assets and business of HAUListic as part of its strategy to grow and expand its service offerings into the United States of America. The financial results of HAUListic's operations are being reported under the new operating segment "U.S. & International Logistics segment", which commenced in the third quarter of 2021.
R.S. Harris Transport Ltd. – On July 1, 2021, Mullen Group acquired all of the issued and outstanding shares of R.S. Harris Transport Ltd. (" Harris ") for total cash consideration of $11.4 million. Mullen Group recognized $10.4 million of cash used to acquire Harris in its condensed consolidated statement of cash flows, which consists of $11.4 million of cash consideration paid on closing net of $1.0 million of cash acquired. Harris is a privately held company headquartered in Winnipeg, Manitoba and provides a wide range of transportation and logistics services including intermodal, truckload and general freight services. The acquisition of Harris aligns with Mullen Group's strategy of acquiring transportation and logistics companies that have a strong regional presence. The financial results of Harris are included within the Less-Than-Truckload segment.
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2021 THIRD QUARTER INTERIM REPORT
74
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
These acquisitions have been accounted for by the acquisition method, and results of operations have been included in these Interim Financial Statements from the dates of acquisition. The goodwill acquired in these acquisitions primarily relates to the assembled workforce and the synergies from the integration of the acquired businesses.
| Bandstra | APPS HAUListic Harris Tri Point |
Total |
|---|---|---|
| Assets: Non-cash working capital items $ 5,954 Property, plant and equipment 50,861 Right-of-use assets 15,828 Intangible assets 14,285 Goodwill 5,156(1) Due from shareholder — Other assets 571 |
$ (3,618) $ (481) $ 2,205 $ 857 5,691 3,718 8,979 1,120 25,421 1,416 — 2,053 25,303 16,755 3,660 4,510 40,921(1) 28,835 1,902(1) 4,665(1) 3,473 — — — — — 97 — |
$ 4,917 70,369 44,718 64,513 81,479 3,473 668 |
| 92,655 Assumed liabilities: Lease liabilities (long-term portion) 14,881 Long-term debt 938 Due to shareholder — Deferred income taxes 9,074 |
97,191 50,243 16,843 13,205 18,399 667 — 1,602 — — — — — — 3,334 1,508 7,524 — 3,139 1,339 |
270,137 35,549 938 4,842 21,076 |
| 24,893 Net assets before cash and cash equivalents 67,762 Cash and cash equivalents acquired 8,613 |
25,923 667 6,473 4,449 71,268 49,576 10,370 8,756 4,591 — 1,009 21 |
62,405 207,732 14,234 |
| Net assets 76,375 |
75,859 49,576 11,379 8,777 |
221,966 |
| Consideration: Cash 76,375 Share consideration — |
66,446 49,576 11,379 8,777 9,413 — — — |
212,553 9,413 |
| $ 76,375 | $ 75,859 $ 49,576 $ 11,379 $ 8,777 |
$ 221,966 |
(1) Goodwill is not deductible for tax purposes
Due to the limited time between the closing of these acquisitions and the preparation of these Interim Financial Statements, the value of the assets acquired and the liabilities assumed are based upon preliminary financial information available to management as of the date of this report and are subject to change.
6. Trade and Other Receivables
| September 30 2021 |
December 31 2020 |
|---|---|
| Trade receivables $ 222,482 $ Other receivables 31,786 Net investment in finance leases 212 Contract assets 1,824 |
171,221 19,450 1,085 697 |
| $ 256,304 $ |
192,453 |
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2021 THIRD QUARTER INTERIM REPORT
75
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
7. Derivative Financial Instruments
On July 25, 2014, Mullen Group entered into two cross-currency swap contracts with a Canadian bank to swap $117.0 million U.S. dollars and $112.0 million U.S. dollars into Canadian dollars (collectively, the " Cross-Currency Swaps ") at foreign exchange rates of $1.1047 and $1.1148 that mature on October 22, 2024 and October 22, 2026, respectively. These Cross-Currency Swaps provide an economic hedge on the principal amount of the Series G and Series H Notes.
For the nine month period ended September 30, 2021, Mullen Group has recorded a net foreign exchange gain of $1.5 million (2020 – $2.5 million). This was due to the impact of the change over the period in the value of the Canadian dollar relative to the U.S. dollar on the Corporation's U.S. dollar debt and from the change in the fair value of its Cross-Currency Swaps as summarized in the table below:
| Net Foreign Exchange (Gain) Loss | Nine month periods ended September 30 | Nine month periods ended September 30 |
|---|---|---|
| CDN. $ Equivalent | ||
| 2021 | 2020 | |
| Foreign exchange loss on U.S. $ debt Foreign exchangegain on Cross-CurrencySwaps |
$ 206 $ (1,696) |
8,038 (10,551) |
| Net foreign exchange (gain) loss | $ (1,490) $ |
(2,513) |
For the nine month period ended September 30, 2021, Mullen Group recorded a foreign exchange loss on U.S. dollar debt of $0.2 million (2020 – $8.0 million) as summarized in the table below:
| Foreign Exchange Loss (Gain) on U.S. $ Debt ($ thousands, except exchange rate amounts) |
Nine month periods ended September 30 | Nine month periods ended September 30 | Nine month periods ended September 30 | |
|---|---|---|---|---|
| 2021 | CDN. $ Equivalent |
2020 | ||
| U.S. $ Debt Exchange Rate |
U.S. $ Debt Exchange Rate |
CDN. $ Equivalent |
||
| Ending – September 30 Beginning– January1 |
229,000 1.2741 229,000 1.2732 |
291,769 291,563 |
229,000 1.3339 229,000 1.2988 |
305,464 |
| 297,426 | ||||
| Foreign exchange loss (gain) on U.S. $ debt | 206 | 8,038 |
For the nine month period ended September 30, 2021, Mullen Group recorded a foreign exchange gain on its Cross-Currency Swaps of $1.7 million (2020 – $10.6 million). This was due to the change over the period in the fair value of these Cross-Currency Swaps as summarized in the table below:
| Foreign Exchange (Gain) Loss on Cross-Currency Swaps | Nine month periods ended | September | 30 | 30 | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CDN. $ Change in | CDN. $ Change in | |||||
| U.S. $ | Fair Value | U.S. $ | Fair Value | |||
| Swaps | **of Swaps ** | Swaps | **of Swaps ** | |||
| Cross-Currency Swap maturing October 22, 2024 | 117,000 | (855) | 117,000 | (5,171) | ||
| Cross-CurrencySwapmaturingOctober 22, 2026 | 112,000 | (841) | 112,000 | (5,380) | ||
| Foreign exchange (gain) loss on Cross-Currency Swaps | (1,696) | (10,551) | ||||
| Other Assets | ||||||
| September 30 | December 31 | |||||
| 2021 | 2020 | |||||
| Promissory notes | 678 | 725 | ||||
| Net investment in finance leases(1) | 76 | 212 | ||||
| Deposit on acquisition(2) | 10,000 | — | ||||
| Other | 1,325 | 463 | ||||
| $ | 12,079 | $ | 1,400 |
8. Other Assets
(1) Net investment in finance leases includes amounts owing after 12 months and mainly consists of the net investment in subleases on real property where the Business Unit has entered into the head lease.
(2) Deposit on acquisition consists of amounts funded to close the October 1, 2021, acquisition of the West Direct Express Ltd. group of companies. For more information, refer to Note 19 .
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2021 THIRD QUARTER INTERIM REPORT
76
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
9. Dividends Payable
For the nine month period ended September 30, 2021, Mullen Group declared dividends totalling $0.36 per Common Share (2020 – $0.24 per Common Share). On December 9, 2020, Mullen Group announced its intention to pay annual dividends of $0.48 per Common Share ($0.04 per Common Share on a monthly basis) for 2021. At September 30, 2021, Mullen Group had 95,334,799 Common Shares outstanding and a dividend payable of $3.8 million (December 31, 2020 – $2.9 million), which was paid on October 15, 2021. Mullen Group also declared a dividend of $0.04 per Common Share on October 20, 2021, to the holders of record at the close of business on October 31, 2021.
10. Income Taxes
The following table provides a reconciliation of the effective tax rates based on the applicable tax rates in various provincial jurisdictions during the period.
| Three month periods ended September 30 2021 2020 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|
|---|---|---|---|
| 2021 | 2020 | ||
| Income before income taxes Combined statutory tax rate Expected income tax Add (deduct): Non-deductible (taxable) portion of net foreign exchange (gain) loss Non-deductible (taxable) portion of the change in fair value of investments Stock-based compensation expense Changes in unrecognized deferred tax asset Other |
$ 23,685 $ 35,093 25% 26% 5,921 9,124 (24) — 32 (42) 22 82 (156) — 405 (301) |
$ 68,441 25% 17,110 (171) (91) 59 (1,092) 472 |
$ 73,248 26% 19,044 — 122 248 — (50) |
| Income tax expense | $ 6,200 $ 8,863 |
$ 16,287 |
$ 19,364 |
11. Long-Term Debt, Credit Facility and Convertible Unsecured Subordinated Debentures
Mullen Group has a loan agreement to borrow up to $150.0 million on an unsecured credit facility (the " RBC Credit Facility "). Interest on the RBC Credit Facility is payable monthly and is based on either the bank prime rate plus 0.50 percent or bankers' acceptance rates plus an acceptance fee of 1.50 percent. As at September 30, 2021, there was $85.2 million drawn on this facility, which was included within Bank indebtedness on the condensed consolidated statement of financial position. This facility does not have any financial covenants, however, Mullen Group cannot be in default of its Private Placement Debt and it must be in compliance with certain reporting and general covenants. Mullen Group is in compliance with all of these reporting and general covenants. On October 1, 2021, the Corporation entered into a new credit agreement (the " CIBC Credit Facility ") and amended certain terms of the RBC Credit Facility. For more information, refer to Note 19.
Mullen Group has $4.0 million of letters of credit outstanding, which were issued to guarantee certain performance and payment obligations. These letters of credit reduce the amount available under the RBC Credit Facility.
Mullen Group's long-term debt is mainly comprised of a series of unsecured debt (collectively, the " Private Placement Debt "), the details of which are set forth below:
| Series G $ Series H $ Series I $ Series J $ Series K $ Series L $ |
117,000 U.S. October 22, 2024 3.84% 112,000 U.S. October 22, 2026 3.94% 30,000 CDN. October 22, 2024 3.88% 3,000 CDN. October 22, 2026 4.00% 58,000 CDN. October 22, 2024 3.95% 80,000 CDN. October 22, 2026 4.07% |
|---|---|
(1) Interest is payable semi-annually.
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2021 THIRD QUARTER INTERIM REPORT
77
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
Mullen Group's unamortized debt issuance costs of $0.7 million related to its Private Placement Debt have been netted against its carrying value at September 30, 2021 (December 31, 2020 – $0.8 million). Mullen Group has certain financial covenants that must be met under its unsecured Private Placement Debt, which include a total net debt to operating cash flow ratio and a total earnings available for fixed charges to total fixed charges ratio. Mullen Group's total net debt cannot exceed 3.5 times operating cash flow calculated using the trailing twelve months financial results normalized for acquisitions. The term " total net debt " is defined in the Private Placement Debt agreement as all debt excluding the Debentures less any unrealized gain on Cross-Currency Swaps plus any unrealized loss on Cross-Currency Swaps, as disclosed within Derivatives on the condensed consolidated statement of financial position but includes Private Placement Debt, lease liabilities, the RBC Credit Facility and letters of credit. The term " operating cash flow " is also defined in the Private Placement Debt agreement and means, for any quarterly period, the trailing twelve month consolidated net income adjusted for all amounts deducted in the computation thereof on account of (i) taxes imposed on or measured by income or excess profits, (ii) depreciation and amortization taken during such period, (iii) total interest charges, including interest on the Debentures and lease liabilities; and (iv) non-cash charges. Mullen Group cannot have a fixed charge coverage ratio less than 1.75:1 calculated using the trailing twelve months financial results. Mullen Group is in compliance with all the Private Placement Debt financial covenants.
Mullen Group entered into Cross-Currency Swaps to swap the Series G and Series H Notes into Canadian dollars at foreign exchange rates of $1.1047 and $1.1148 that mature on October 22, 2024 and October 22, 2026, respectively. For more information, refer to Note 7 .
The following table summarizes the Corporation's total debt:
| September 30, 2021 | December 31, 2020 |
|---|---|
| Current liabilities: Private Placement Debt $ — $ Lease liabilities – current portion 18,399 Current portion of long-term debt 58 Bank indebtedness 85,241 |
— 11,439 16 — |
| 103,698 Non-current liabilities: Private Placement Debt 462,057 Lease liabilities 61,373 Long-term debt 857 |
11,455 461,713 23,593 — |
| 524,287 | 485,306 |
| $ 627,985 $ |
496,761 |
The details of total debt, as at the date hereof, are as follows:
| Year of Maturity | Interest Rate |
September 30, 2021 Face Value Carrying Amount |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
| Face Value |
Carrying Amount |
|||
| Bank indebtedness — Lease liabilities 2021 – 2028 Private Placement Debt 2024 – 2026 Various financingloans 2021 – 2024 |
Variable 3.20% 3.84% - 4.07% 1.90% - 3.31% |
$ $ |
$ | $ |
| 85,241 85,241 93,930 79,772 462,769 462,057 915 915 |
— 37,488 462,563 16 |
— 35,032 461,713 16 |
||
| 642,855 627,985 |
500,067 | 496,761 |
In addition, Mullen Group has an aggregate principal amount of $125.0 million of convertible unsecured subordinated debentures (the " Debentures "). The Debentures mature on November 30, 2026 and are publicly listed on the TSX under 'MTL.DB'. The Debentures bear interest at a rate of 5.75 percent per annum, payable semi-annually in arrears on May 31 and November 30 of each year. The carrying amount of the debt component of the Debentures at September 30, 2021, was $112.9 million (December 31, 2020 – $111.1 million).
12. Share Capital
The authorized share capital of Mullen Group consists of an unlimited number of no par value Common Shares and an unlimited number of Preferred Shares, issuable in series.
The number of, and the specific rights, privileges, restrictions and conditions attaching to any series of Preferred Shares shall be determined by the Board of Directors (the " Board ") of Mullen Group prior to the creation and issuance thereof. With respect to the payment of dividends and distribution of assets in the event of liquidation, dissolution or winding-up of Mullen Group, whether voluntarily or involuntarily, the Preferred Shares are entitled to preference over the Common Shares and any other shares ranking junior to the Preferred Shares from time to time and may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preferred Shares as may be determined at the time of creation of such series. As at the date hereof, no series of Preferred Shares had been created.
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
All of the issued Common Shares of Mullen Group have been paid in full.
| 2021 | 2020 | |
|---|---|---|
| Issued Common Shares at January 1 Common Shares repurchased and cancelled Common Shares issued on acquisition 5 |
96,852,047 (2,267,248) 750,000 |
104,824,973 (7,914,260) — |
| Issued Common Shares at September 30 | 95,334,799 | 96,910,713 |
On March 3, 2021, Mullen Group announced the renewal of its normal course issuer bid (" NCIB "), commencing March 9, 2021, to purchase for cancellation up to 7,928,623 Common Shares in the open market on or before March 8, 2022. As at September 30, 2021, Mullen Group had purchased and cancelled 2,267,248 Common Shares for $29.4 million under this NCIB program. Mullen Group has also repurchased 214,608 Common Shares that are scheduled to be cancelled in October 2021.
All purchases were made in accordance with the NCIB at prevalent market prices as permitted by the Toronto Stock Exchange, with consideration allocated to share capital up to the average carrying amount of the shares and any excess allocated to contributed surplus. The NCIB can be cancelled at the discretion of the Corporation at any time.
In the second quarter of 2021, Mullen Group issued 750,000 Common Shares as partial consideration for the acquisition of APPS. For more information, refer to Note 5.
13. Earnings per Share
- (a) Basic Earnings per Share
Basic earnings per share is calculated as net income attributable to common shareholders divided by the weighted average number of Common Shares outstanding for the period. Net income attributable to common shareholders for the three and nine month periods ended September 30, 2021, were $17.5 million and $52.2 million (2020 – $26.2 million and $53.9 million), respectively. The weighted average number of Common Shares outstanding for the three and nine month periods ended September 30, 2021 and 2020 was calculated as follows:
| Note | Three month periods ended September 30 2021 2020 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2021 | 2020 | ||
| Issued Common Shares at beginning of period 12 Effect of Common Shares repurchased and cancelled 12 Effect of Common Shares issued on acquisition |
96,207,095 99,620,189 (386,363) (1,112,522) — — |
96,852,047 (818,049) 271,978 |
104,824,973 (2,940,384) — |
| Weighted average number of Common Shares at end of period – basic |
95,820,732 98,507,667 |
96,305,976 | 101,884,589 |
- (b) Diluted Earnings per Share
Diluted earnings per share is calculated by adjusting net income attributable to common shareholders and the basic weighted average number of Common Shares outstanding by the effects of all potentially dilutive transactions to existing common shareholders. In calculating diluted earnings per share, net income was adjusted as follows:
| Three month periods ended September 30 2021 2020 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|
|---|---|---|---|
| 2021 | 2020 | ||
| Net income Effect on finance costs from conversion of Debentures(net of tax) |
$ 17,485 $ 26,230 — 1,750 |
$ 52,154 — |
$ 53,884 — |
| Net income – adjusted | $ 17,485 $ 27,980 |
$ 52,154 |
$ 53,884 |
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
The diluted weighted average number of Common Shares was calculated as follows:
| The diluted weighted average number of Common | Shares was calculated as follows: | ||
|---|---|---|---|
| Three month periods ended September 30 2021 2020 |
Nine month periods ended September 30 |
||
| 2021 | 2020 | ||
| Weighted average number of Common Shares – basic Effect of "in the money" stock options Effect of the Debentures |
95,820,732 98,507,667 95,574 — — 8,928,571 |
96,305,976 51,756 — |
101,884,589 — — |
| Weighted average number of Common Shares at end of period – diluted |
95,916,306 107,436,238 |
96,357,732 | 101,884,589 |
For the three and nine month periods ended September 30, 2021, 700,000 stock options outstanding were included in the diluted weighted average number of Common Shares calculation as their effect would have been dilutive. For the three and nine month periods ended September 30, 2020, all stock options were excluded from the diluted weighted average number of Common Shares calculation as their effect would have been anti-dilutive. The average market value of the Corporation's Common Shares for the purposes of calculating the dilutive effect of stock options was based on quoted market prices for the periods ended September 30, 2021 and 2020. For the three and nine month periods ended September 30, 2021, the Common Shares that would be issued upon conversion of the Debentures were excluded from the diluted weighted average calculation as their effect would have been anti-dilutive. For the three month period ended September 30, 2020, the Common Shares that would have been issued upon conversion of the Debentures, were included in the diluted weighted average calculation as their effect was dilutive.
14. Seasonality of Operations
Revenue and profitability within the Less-Than-Truckload segment and the Logistics & Warehousing segment are generally lower in the first quarter than during the remainder of the year as freight volumes are typically lower in the first quarter following the holiday season due to less consumer demand and customers reducing shipments. Operating expenses also tend to increase within these segments in the winter months due to decreased fuel efficiency and increased repairs and maintenance expense resulting from cold weather conditions. The COVID-19 pandemic has had an impact on this typical pattern.
A significant portion of the operations within the Specialized & Industrial Services segment is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. Earnings are influenced by the seasonal activity pattern of western Canada's oil and natural gas exploration industry whereby activity usually peaks in the winter months and declines during the spring when wet weather and the spring thaw may make the ground unstable. Consequently, municipalities and provincial transportation departments enforce road bans that restrict the movement of heavy equipment, thereby reducing activity levels. Additionally, certain oil and natural gas producing areas are only accessible in the winter months because the ground surrounding the drilling sites in these areas consists of swampy terrain. Seasonal factors and unexpected weather patterns may lead to declines in the activity levels of exploration and production companies and corresponding declines in the demand for the goods and services provided by Mullen Group. As a result, the demand for these services is traditionally highest in the first quarter and lowest in the second quarter.
15. Revenue
The business of Mullen Group is operated through its Business Units, which are divided into four distinct operating segments for reporting purposes – Less-Than-Truckload, Logistics & Warehousing, Specialized & Industrial Services and U.S. & International Logistics. The segments are differentiated by the type of service provided, equipment requirements and customer needs. Mullen Group provides the capital and financial expertise, technology and systems support, shared services and strategic planning (the " Corporate Office ") for the Business Units. The Corporate Office also invests in certain public and private corporations. In addition, the Corporate Office, through its subsidiary MT Investments Inc. (" MT "), owns a network of real estate holdings and facilities that are leased primarily to the Business Units. Such properties are leased by MT to the Business Units on commercially reasonable terms. The day to day management of the Business Units is conducted at the subsidiary level. The U.S. & International Logistics segment has been added as a new segment and reflects the Corporation's strategic direction to grow its U.S. and international logistics business with the acquisition of the assets and business of QuadExpress being the first in this segment. For more information, refer to Notes 5 and 18.
At September 30, 2021, the Less-Than-Truckload segment consisted of 12 Business Units and is often referred to as the final or last mile delivery of general freight consisting of smaller shipments, packages and parcels. Through an extensive terminal network the pickup, handling and delivery of a wide range of freight including ambient, temperature controlled and consumer goods is coordinated from regional hubs located in Ontario and western Canada. We are committed to investing in the most advanced technologies available ensuring the continued improvement in all aspects of our business, shortening delivery times and providing customers with visibility, via tracking and tracing, to their shipments during transit.
At September 30, 2021, the Logistics & Warehousing segment consisted of 12 Business Units and provides shippers throughout North America with a wide range of trucking and logistics service offerings including full truckload, specialized transportation, warehousing, fulfillment centres that handle e-commerce transactions, and transload facilities designed for intermodal and bulk shipments. Operations and customer service are supported by a robust suite of leading edge technology solutions including a fully integrated transportation management system, customized inventory management and warehouse systems along with our proprietary Moveitonline[®] and HAUListic[TM] technology platforms, applications that are positioning our organization for an evolving and changing supply chain.
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
At September 30, 2021, the Specialized & Industrial Services segment consisted of 16 Business Units and is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. Strategically located throughout western Canada, these specialty Business Units are focused on providing advanced technology solutions and leading edge service capabilities.
At September 30, 2021, the U.S. & International Logistics segment consisted of one Business Unit, being a global technology enabled, non-asset based third-party logistics service provider focused on freight brokerage services across multiple modes of transportation. The operations and customer service are provided through its proprietary transportation management system technology platform known as SilverExpress, which aligns customer shipments with transportation carriers.
Disaggregation of revenue:
The following tables detail Mullen Group's revenue by type of service and timing of the transfer of goods or services by segment:
| Nine month period ended September 30, 2021 Less-than- Truckload |
Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations |
Total |
|---|---|---|
| $ | $ $ $ $ $ |
$ |
| Revenue by service line Transportation 401,019 Logistics 16,634 Other(1) 5,005 Eliminations (6,133) |
203,871 109,107 — — — 70,151 11,680 56,997 — — 63,415 112,616 — 2,994 — (3,683) (2,015) — — (6,173) |
713,997 155,462 184,030 (18,004) |
| 416,525 | 333,754 231,388 56,997 2,994 (6,173) |
1,035,485 |
| Timing of revenue recognition Over time 401,199 Point in time 21,459 Eliminations (6,133) |
207,344 153,388 — 2,561 — 130,093 80,015 56,997 433 — (3,683) (2,015) — — (6,173) |
764,492 288,997 (18,004) |
| 416,525 | 333,754 231,388 56,997 2,994 (6,173) |
1,035,485 |
(1) Included within other revenue is $27.4 million of rental revenue comprised of $0.2 million, $3.5 million, $21.2 million, nil and $2.5 million recorded in the Less-ThanTruckload segment, the Logistics & Warehousing segment, the Specialized & Industrial Services segment, the U.S. & International Logistics segment and Corporate, respectively.
| Nine month period ended September 30, 2020 Less-than- Truckload |
Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations |
Total |
|---|---|---|
| $ | $ $ $ $ $ |
$ |
| Revenue by service line Transportation 315,857 Logistics 13,110 Other(1) 3,993 Eliminations (5,471) |
152,657 146,374 — — — 59,707 4,013 — — — 56,167 129,566 — 2,358 — (3,353) (2,716) — — (5,655) |
614,888 76,830 192,084 (17,195) |
| 327,489 | 265,178 277,237 — 2,358 (5,655) |
866,607 |
| Timing of revenue recognition Over time 316,032 Point in time 16,928 Eliminations (5,471) |
156,165 204,829 — 1,843 — 112,366 75,124 — 515 — (3,353) (2,716) — — (5,655) |
678,869 204,933 (17,195) |
| 327,489 | 265,178 277,237 — 2,358 (5,655) |
866,607 |
(1) Included within other revenue is $26.9 million of rental revenue comprised of $0.2 million, $3.5 million, $21.4 million and $1.8 million recorded in the Less-ThanTruckload segment, the Logistics & Warehousing segment, the Specialized & Industrial Services segment and Corporate, respectively.
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
16. Other (Income) Expense
| Three month periods ended September 30 2021 2020 |
Three month periods ended September 30 2021 2020 |
Three month periods ended September 30 2021 2020 |
|
|---|---|---|---|
| 2021 | 2020 | ||
| Change in fair value of investments (Gain) loss on sale of property, plant and equipment Gain on fair value of equity investment Gain on contingent consideration Earnings from equity investments Accretion on asset retirement obligations |
$ 272 $ 94 (194) (907) — (432) — — (555) (674) 6 6 |
$ (794) (411) — (150) (1,024) 18 |
$ 1,409 (179) (432) — (2,274) 19 |
| Other (income) expense | $ (471) $ (1,913) |
$ (2,361) |
$ (1,457) |
17. Changes in Non-Cash Working Capital
| Changes in Non-Cash Working Capital | ||
|---|---|---|
| Nine month periods ended September 30 | ||
| 2021 | 2020 | |
| Trade and other receivables Inventory Prepaid expenses Accountspayable and accrued liabilities |
$ (7,848) $ (4,498) (9,139) 9,807 |
14,555 1,497 (431) 3,382 |
| $ (11,678) $ |
19,003 |
| Nine month periods ended September 30 | Nine month periods ended September 30 | |
|---|---|---|
| 2021 | 2020 | |
| Changes in non-cash working capital items from: Operating activities Financing activities Investingactivities |
$ (13,586) $ 612 1,296 |
18,322 556 125 |
| $ (11,678) $ |
19,003 |
18. Operating Segments
In the third quarter of 2021, Mullen Group has commenced reporting its financial results in four operating segments. These four operating segments have been differentiated by the sector of the economy in which the businesses operate, the type of services provided, the equipment requirements and the customer needs. The Less-Than-Truckload segment provides final or last mile delivery of general freight consisting of smaller shipments, packages and parcels. Through an extensive terminal network the pickup, handling and delivery of a wide range of freight including ambient, temperature controlled and consumer goods is coordinated from regional hubs located in Ontario and western Canada. The Logistics & Warehousing segment provides shippers throughout North America with a wide range of trucking and logistics service offerings including full truckload, specialized transportation, warehousing, fulfillment centres that handle e-commerce transactions, and transload facilities designed for intermodal and bulk shipments. The Specialized & Industrial Services segment provides specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. The U.S. & International Logistics segment provides third-party logistics services focused on freight brokerage across multiple modes of transportation. This new segment resulted from the acquisition of the assets and business of QuadExpress. For more information, refer to Notes 5 and 15 .
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
The following tables provide financial results by segment:
| Less-than Truckload Logistics & Warehousing |
Specialized & Industrial Services U.S. & International Logistics Corporate |
Intersegment eliminations | Intersegment eliminations | Intersegment eliminations | |
|---|---|---|---|---|---|
| Less-than Truckload Logistics & Warehousing Specialized & Industrial Services |
U.S. & International Logistics |
||||
| Revenue Income (loss) before income taxes Depreciation of property, plant and equipment Amortization of intangible assets Capital expenditures(1) Total assets at September 30, 2021 |
$ $ |
$ $ $ |
$ $ $ |
$ | $ |
| 169,171 121,901 10,930 12,191 4,688 3,404 3,492 3,135 5,799 3,087 510,628 358,839 |
85,669 56,997 855 2,837 1,373 (3,646) 8,305 473 1,547 1,551 852 — 3,455 — 119 401,368 81,218 579,281 |
(400) (872) (798) — — — — — — — — — — (46) (3) — — — |
— — — — — — |
432,523 23,685 18,417 9,030 12,411 1,931,334 |
|
| (1) Excludes business acquisitions. | |||||
| Three month period ended September 30, 2020 |
Less-than Truckload Logistics & Warehousing |
Specialized & Industrial Services U.S. & International Logistics Corporate |
Intersegment eliminations | Total | |
| Less-than Truckload Logistics & Warehousing Specialized & Industrial Services |
U.S. & International Logistics |
||||
| Revenue Income (loss) before income taxes Depreciation of property, plant and equipment Amortization of intangible assets Capital expenditures(1) Total assets at December 31, 2020 |
$ $ |
$ $ $ |
$ $ $ |
$ | $ |
| 112,725 86,194 11,819 10,592 3,851 2,813 1,963 1,523 6,088 2,207 363,517 249,470 |
92,398 — 661 12,967 — (285) 9,994 — 1,541 865 — — 2,188 — 122 420,104 — 684,845 |
(208) (340) (529) — — — — — — — — — — (253) (113) — — — |
— — — — — — |
290,901 35,093 18,199 4,351 10,239 1,717,936 |
(1) Excludes business acquisitions.
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
| Nine month period ended September 30, 2021 |
Less-than Truckload Logistics & Warehousing |
Specialized & Industrial Services U.S. & International Logistics Corporate |
Intersegment eliminations | U.S. & International Logistics Total |
|---|---|---|---|---|
| Less-than Truckload Logistics & Warehousing Specialized & Industrial Services |
||||
| Revenue Income (loss) before income taxes Depreciation of property, plant and equipment Amortization of intangible assets Capital expenditures(1) Total assets at September 30, 2021 |
$ $ |
$ $ $ |
$ $ $ |
$ $ |
| 416,525 333,754 30,197 35,394 13,096 9,505 7,336 6,774 18,594 9,153 510,628 358,839 |
231,388 56,997 2,994 7,984 1,373 (6,507) 24,635 473 4,612 4,233 852 — 8,971 — 1,674 401,368 81,218 579,281 |
(877) (3,339) (1,957) — — — — — — — — — (55) (341) (290) — — — |
— 1,035,485 — 68,441 — 52,321 — 19,195 — 37,706 — 1,931,334 |
(1) Excludes business acquisitions.
| Nine month period ended September 30, 2020 |
Less than Truckload Logistics & Warehousing |
Specialized & Industrial Services U.S. & International Logistics Corporate |
Intersegment eliminations | U.S. & International Logistics Total |
|---|---|---|---|---|
| Less-than Truckload Logistics & Warehousing Specialized & Industrial Services |
||||
| Revenue Income (loss) before income taxes Depreciation of property, plant and equipment Amortization of intangible assets Capital expenditures(1) Total assets at December 31, 2020 |
$ $ |
$ $ $ |
$ $ $ |
$ $ |
| 327,489 265,178 25,332 29,676 10,892 8,354 5,595 4,570 14,741 7,151 363,517 249,470 |
277,237 — 2,358 20,227 — (1,987) 29,828 — 4,510 2,596 — — 10,068 — 7,543 420,104 — 684,845 |
(530) (3,484) (1,641) — — — — — — — — — — (411) (1,578) — — — |
— 866,607 — 73,248 — 53,584 — 12,761 — 37,514 — 1,717,936 |
(1) Excludes business acquisitions.
Performance is measured based on segment income before income tax, as included in the internal management reports that are reviewed by Mullen Group's CEO and President. Segment income is used to measure performance as management believes that such information is the most relevant in evaluating the results of segments relative to other entities that operate within these industries.
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2021 and 2020 (unaudited) (Tabular amounts in thousands, except share and per share amounts)
19. Subsequent Events
Subsequent to September 30, 2021, until the date of this report, the Corporation repurchased 214,608 Common Shares at a total cost of $2.9 million.
DirectIT Group of Companies – On October 1, 2021, Mullen Group acquired the DirectIT Group of companies consisting of all of the issued and outstanding shares of West Direct Express Ltd., including certain related companies and tradenames (" DirectIT ") for total consideration of $15.3 million consisting of $10.0 million of cash consideration and from the issuance of 400,000 Common Shares of Mullen Group. DirectIT is a privately held company headquartered in Calgary, Alberta and provides courier and small package delivery transportation services. The acquisition of DirectIT aligns with Mullen Group’s strategy of acquiring transportation and logistics companies that have a strong regional presence. The financial results of DirectIT will be included within the Less-Than-Truckload segment.
New and Amended Credit Facilities – On October 1, 2021, Mullen Group entered into the CIBC Credit Facility with Canadian Imperial Bank of Commerce (" CIBC "). The CIBC Credit Facility is a $100.0 million revolving demand credit facility to finance the Corporation's general operating requirements including acquisition transactions. Interest on the CIBC Credit Facility is based on either the Canadian bank prime rate plus 0.50 percent or U.S. bank base rate plus 0.50 percent, in each case payable in arrears or banker's acceptance rates plus an acceptance fee of 1.50 percent payable upon acceptance. The CIBC Credit facility is unsecured although the Corporation's wholly-owned subsidiary, MT Investments Inc. (" MTI "), has granted an unlimited guarantee of any indebtedness owing on the CIBC Credit Facility.
The Corporation also amended the terms of its existing RBC Credit Facility with Royal Bank of Canada (" RBC "), to add MTI as a guarantor. MTI has granted an unlimited guarantee of any indebtedness owing on the RBC Credit Facility. All other material terms of the RBC Credit Facility remain the same.
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