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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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2021 THIRD QUARTER INTERIM REPORT

78

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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2021 THIRD QUARTER INTERIM REPORT

79

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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2021 THIRD QUARTER INTERIM REPORT

80

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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2021 THIRD QUARTER INTERIM REPORT

81

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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2021 THIRD QUARTER INTERIM REPORT

82

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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2021 THIRD QUARTER INTERIM REPORT

83

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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