Mullen Group Ltd. — Interim / Quarterly Report 2023

Oct 19, 2023

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SEPTEMBER 30, 2023 INTERIM FINANCIAL REPORT

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited) (thousands) September 30 Note 2023	December 31 2022
Assets Current assets: Cash and cash equivalents $ 9,401 $ Trade and other receivables 6 313,384 Inventory 47,779 Prepaid expenses 35,163 Current tax receivable 8,868	8,757 284,899 42,035 19,107 5,526
414,595 Non-current assets: Property, plant and equipment 1,025,660 Right-of-use assets 96,174 Goodwill 367,768 Intangible assets 94,510 Investments 45,011 Deferred tax assets 7,371 Derivative financial instruments 7 49,243 Other assets 2,284	360,324 981,624 87,756 365,995 99,624 45,570 6,699 46,436 2,103
1,688,021	1,635,807
Total Assets $ 2,102,616 $	1,996,131
Liabilities and Equity Current liabilities: Bank indebtedness 10 $ 114,200 $ Accounts payable and accrued liabilities 173,218 Dividends payable 8 5,318 Current tax payable 2,541 Lease liabilities – current portion 26,517 Currentportion of long-term debt 884	22,800 151,023 5,577 19,386 20,992 213
322,678 Non-current liabilities: Convertible debentures – debt component 10 117,566 Long-term debt 10 480,371 Lease liabilities 74,769 Asset retirement obligations 1,566 Deferred tax liabilities 138,259	219,991 115,806 481,597 70,871 1,549 132,920
812,531 Equity: Share capital 11 805,211 Convertible debentures – equity component 9,116 Contributed surplus 19,849 Accumulated other comprehensive income 2,818 Retained earnings 130,413	802,743 845,267 9,116 18,619 2,868 97,527
967,407	973,397
Subsequent event 18
Total Liabilities and Equity $ 2,102,616 $	1,996,131

The notes which begin on page 42 are an integral part of these condensed interim consolidated financial statements.

Approved by the Board of Directors on October 18, 2023, after review by the Audit Committee.

"Signed: Murray K. Mullen" Murray K. Mullen, Director

"Signed: Richard Whitley" Richard Whitley, Director

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2023 THIRD QUARTER INTERIM REPORT

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CONDENSED CONSOLIDATED STATEMENT OF INCOME

(unaudited) (thousands, except per share amounts) Note	Three month periods ended September 30 2023 2022	Nine month periods ended September 30	Nine month periods ended September 30
		2023	2022
Revenue 14 Direct operating expenses Sellingand administrative expenses	$ 503,943 $ 518,378 352,049 362,385 63,371 57,841	$ 1,496,051 1,051,863 195,234	$ 1,496,815 1,066,268 178,238
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 15	88,523 98,152 18,311 17,825 7,406 6,297 3,286 4,330 9,659 9,321 (141) 8,399 (1,005) (1,939)	248,954 54,337 21,189 10,320 27,411 (3,357) (2,394)	252,309 52,646 17,945 13,325 26,149 12,913 (4,932)
Income before income taxes Income tax expense 9	51,007 53,919 11,916 15,860	141,448 34,145	134,263 37,150
Net income	$ 39,091 $ 38,059	$ 107,303	$ 97,113
Earnings per share: 12 Basic Diluted	$ 0.44 $ 0.41 $ 0.42 $ 0.39	$ 1.19 $ 1.13	$ 1.04 $ 1.00
Weighted average number of Common Shares outstanding: 12 Basic Diluted	88,738 92,901 97,892 102,013	90,440 99,611	93,494 102,533

The notes which begin on page 42 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 2023 2022	Nine month periods ended September 30	Nine month periods ended September 30
		2023	2022
Net income Other comprehensive income Items that may be reclassified subsequently to statement of income Exchange differences from translating foreign operations	$ 39,091 $ 38,059 515 1,675	$ 107,303 (50)	$ 97,113 2,108
Other comprehensive income(loss), net of tax	515 1,675	(50)	2,108
Total comprehensive income	$ 39,606 $ 39,734	$ 107,253	$ 99,221

The notes which begin on page 42 are an integral part of these condensed interim consolidated financial statements.

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2023 THIRD QUARTER INTERIM REPORT

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Convertible debentures – equity component Contributed surplus Accumulated Other Comprehensive Income	Convertible debentures – equity component Contributed surplus Accumulated Other Comprehensive Income
Balance at January 1, 2023 $ 845,267 Net income for the period — Other comprehensive income (loss), net of tax — Common Shares repurchased 11 (40,868) Common Shares issued on acquisition 5 812 Stock-based compensation expense — Dividends declared to common shareholders 8 —	$ 9,116 $ 18,619 $ 2,868 $ — — — — — (50) — 468 — — — — — 762 — — — —	97,527 $ 973,397 107,303 107,303 — (50) (25,821) (66,221) — 812 — 762 (48,596) (48,596)
	$ 9,116 $ 19,849 $ 2,818 $	130,413 $ 967,407

	Convertible debentures – equity component Contributed surplus Accumulated Other Comprehensive Income	Convertible debentures – equity component Contributed surplus Accumulated Other Comprehensive Income
Balance at January 1, 2022 $ 853,614 Net income for the period — Other comprehensive income, net of tax — Common Shares repurchased 11 (10,856) Stock-based compensation expense — Dividends declared to common shareholders 8 —	$ 9,116 $ 22,578 $ 1,088 $ — — — — — 2,108 — (4,002) — — 550 — — — —	2,268 $ 888,664 97,113 97,113 — 2,108 — (14,858) — 550 (46,640) (46,640)
Balance at September 30, 2022 $ 842,758	$ 9,116 $ 19,126 $ 3,196 $	52,741 $ 926,937

The notes which begin on page 42 are an integral part of these condensed interim consolidated financial statements.

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2023 THIRD QUARTER INTERIM REPORT

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited) (thousands) Note	Nine month periods ended September 30	Nine month periods ended September 30
	2023	2022
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 (gain) loss Other (income) expense 15 Income tax expense 9	$ 107,303 85,846 27,411 762 (2,807) (602) (2,394) 34,145	$ 97,113 83,916 26,149 550 (10,651) 24,442 (4,932) 37,150
Cash flows from operating activities before non-cash working capital items Changes in non-cash workingcapital items from operatingactivities 16	249,664 (20,139)	253,737 (60,045)
Cash generated from operating activities Income taxpaid	229,525 (57,743)	193,692 (31,152)
Net cash from operatingactivities	171,782	162,540
Cash flows from financing activities: Bank indebtedness 10 Repurchase of Common Shares 11 Cash dividends paid to common shareholders Interest paid Repayment of long-term debt and loans 5 Repayment of lease liabilities Changes in non-cash workingcapital items from financingactivities 16	91,400 (64,621) (48,855) (19,555) (23,870) (20,423) 780	9,655 (20,858) (44,852) (17,783) (8,482) (16,966) 1,001
Net cash used in financingactivities	(85,144)	(98,285)
Cash flows from investing activities: Acquisitions net of cash acquired 5 Purchase of property, plant and equipment Proceeds on sale of property, plant and equipment Interest received Net investment in finance leases Other assets Dividends from equity investees Changes in non-cash workingcapital items from investingactivities 16	(22,421) (74,391) 10,371 552 149 (97) 350 (615)	(21,434) (49,093) 12,775 265 194 3,457 325 539
Net cash used in investingactivities	(86,102)	(52,972)
Change in cash and cash equivalents Cash and cash equivalents at January 1 Effect of exchange rate fluctuations on cash held	536 8,757 108	11,283 — (2,557)
Cash and cash equivalents at September 30	$ 9,401	$ 8,726

The notes which begin on page 42 are an integral part of these condensed interim consolidated financial statements.

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2023 THIRD QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (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. The Corporation also operates as a third-party logistics provider in the U.S. 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, 2022, (the " Annual Financial Statements ") as the accounting policies applied by the Corporation in these Interim Financial Statements are the same as those disclosed therein.

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.

Investments (excluding investments accounted for by using the equity method) Level 1 $ 2,653 Derivative Financial Instruments(1) Level 2 $ 49,243 Private Placement Debt Level 2 $ 480,263 Convertible Debentures – debt component Level 2 $ 117,566	$ 2,653 $ 49,243 $ 416,056 $ 110,247

(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

2023 Acquisitions

B. & R. Eckel's Transport Ltd. – On May 1, 2023, Mullen Group acquired all of the issued and outstanding shares of B. & R. Eckel's Transport Ltd. (" B&R ") for total cash consideration of $20.4 million. Mullen Group recognized $20.4 million of cash used to acquire B&R on its condensed consolidated statement of cash flows within cash flows from investing activities, which consists of $19.9 million of cash consideration and $0.5 million of bank indebtedness acquired. In conjunction with the acquisition of B&R, Mullen Group also repaid $23.6 million of debt on closing, consisting of both related party and third party debt, which was recognized within repayment of long-term debt and loans on its condensed consolidated statement of cash flows under cash flows from financing activities. B&R is a privately held company headquartered in Bonnyville, Alberta and provides three primary service offerings to a diverse group of customers in the greater Northeastern Alberta region: less-than-truckload (" LTL "), full truckload and general oilfield hauling. The acquisition of B&R aligns with Mullen Group's strategy of acquiring transportation companies that have a strong regional presence as well as investing in the energy sector. The financial results of B&R are split between the Less-Than-Truckload segment and the Specialized & Industrial Services segment.

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2023 THIRD QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

Butler Ridge Energy Services (2011) Ltd. (" Butler Ridge ") – On July 1, 2015, Mullen Group acquired approximately 32.0 percent of the issued and outstanding shares of Butler Ridge for $1.0 million. Mullen Group used the equity method to account for this investment and recognized $1.0 million of earnings from July 1, 2015 until March 1, 2023. On March 1, 2023, Mullen Group acquired all of the remaining issued and outstanding shares of Butler Ridge for total consideration of $3.1 million. Mullen Group recorded $2.0 million of cash used to acquire Butler Ridge on its condensed consolidated statement of cash flows, which consists of $2.2 million of cash consideration net of $0.2 million of cash and cash equivalents acquired. The Corporation also issued 57,180 Common Shares of Mullen Group to the vendors. The fair value of Butler Ridge was $4.5 million on the date control was obtained resulting in a $0.6 million loss on this equity investment being recognized within other (income) expense on the condensed consolidated statement of comprehensive income. Butler Ridge is based in Hudson's Hope, British Columbia and offers a complete package of fluid management services to the energy sector in the Peace River region. We acquired Butler Ridge as part of our strategy to invest in the energy sector. The financial results of Butler Ridge are included within the Specialized & Industrial Services segment.

These acquisitions have been accounted for by the acquisition method, and results of operations have been included in these Interim Financial Statements from the date of acquisition. The goodwill acquired in these acquisitions primarily relates to the assembled workforce and the synergies from the integration of the acquired businesses.

B&R Butler Ridge	Total
Assets: Non-cash working capital items $ 12,964 $ 101 Property, plant and equipment 30,965 2,142 Right-of-use assets 9,334 170 Intangible assets 2,410 2,830 Goodwill(1) 1,538 290 Other 70 —	$ 13,065 33,107 9,504 5,240 1,828 70
57,281 5,533 Assumed liabilities: Lease liabilities (long-term portion) 6,586 131 Deferred income taxes 6,632 1,066 Due to related party 17,494 — Long-term debt 6,164 69	62,814 6,717 7,698 17,494 6,233
36,876 1,266 Net assets before cash and cash equivalents 20,405 4,267 Cash and cash equivalents(bank indebtedness) (517) 234	38,142 24,672 (283)
Net assets 19,888 4,501	24,389
Consideration: Cash 19,888 2,250 Share consideration — 812 Fair value of equityinvestment — 1,439	22,138 812 1,439
$ 19,888 $ 4,501	$ 24,389

(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

rade and Other Receivables
		September 30		December 31
		2023		2022
Trade receivables	$	266,813	$	256,995
Other receivables		41,902		25,358
Net investment in finance leases		147		155
Contract assets		4,522		2,391
	$	313,384	$	284,899

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2023 THIRD QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (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, 2023, Mullen Group has recorded a net foreign exchange (gain) loss of $(3.4) million (2022 – $12.9 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
	2023	2022
Foreign exchange (gain) loss on U.S. $ debt Foreign exchange(gain)loss on Cross-CurrencySwaps	$ (550) $ (2,807)	23,564 (10,651)
Net foreign exchange (gain) loss	$ (3,357) $	12,913

For the nine month period ended September 30, 2023, Mullen Group recorded a foreign exchange (gain) loss on U.S. dollar debt of $(0.6) million (2022 – $23.6 million) as summarized in the table below:

Foreign Exchange (Gain) Loss 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	Nine month periods ended September 30
	2023	CDN. $ Equivalent		2022
	U.S. $ Debt Exchange Rate		U.S. $ Debt	Exchange Rate	CDN. $ Equivalent
Ending – September 30 Beginning– January1	229,000 1.3520 229,000 1.3544	309,607 310,157	229,000 229,000	1.3707 1.2678	313,890
					290,326
Foreign exchange (gain) loss on U.S. $ debt		(550)			23,564

For the nine month period ended September 30, 2023, Mullen Group recorded a foreign exchange (gain) loss on its Cross-Currency Swaps of $(2.8) million (2022 – $(10.7) 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	Nine month periods ended September	30
		2023 CDN. $ Change in Fair Value **of Swaps **		2022
	U.S. $ Swaps		U.S. $ Swaps	CDN. $ Change in Fair Value **of Swaps **
Cross-Currency Swap maturing October 22, 2024 Cross-CurrencySwapmaturingOctober 22, 2026	117,000 112,000	(1,101) (1,706) (2,807)	117,000 112,000	(6,869)
				(3,782)
Foreign exchange (gain) loss on Cross-Currency Swaps				(10,651)

8. Dividends Payable

For the nine month period ended September 30, 2023, Mullen Group declared dividends totalling $0.54 per Common Share (2022 – $0.50 per Common Share). On January 16, 2023, Mullen Group announced its intention to pay annual dividends of $0.72 per Common Share ($0.06 per Common Share on a monthly basis) for 2023. At September 30, 2023, Mullen Group had 88,625,848 Common Shares outstanding and a dividend payable of $5.3 million (December 31, 2022 – $5.6 million), which was paid on October 16, 2023. Mullen Group also declared a dividend of $0.06 per Common Share on October 17, 2023, to the holders of record at the close of business on October 31, 2023.

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2023 THIRD QUARTER INTERIM REPORT

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

9. 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 2023 2022	Nine month periods ended September 30	Nine month periods ended September 30
		2023	2022
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	$ 51,007 $ 53,919 25% 25% 12,752 13,480 (16) 966 (25) 40 64 51 (16) 966 (843) 357	$ 141,448 25% 35,362 (386) 58 175 (386) (678)	$ 134,263 25% 33,566 1,485 27 127 1,485 460
Income tax expense	$ 11,916 $ 15,860	$ 34,145	$ 37,150

10. Long-Term Debt, Credit Facilities and Convertible Unsecured Subordinated Debentures

Mullen Group has two unsecured credit facilities to borrow an aggregate of up to $250.0 million with its $150.0 million unsecured credit facility with the Royal Bank of Canada (the " RBC Credit Facility ") and its $100.0 million unsecured credit facility with the Canadian Imperial Bank of Commerce (the " CIBC 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. Interest on the CIBC Credit Facility is based on either the Canadian bank prime rate plus 0.50 percent or the U.S. bank base rate plus 0.50 percent, in each case payable monthly in arrears or bankers' acceptance rates plus an acceptance fee of 1.50 percent payable upon acceptance. As at September 30, 2023, there was $114.2 million drawn on the RBC Credit Facility and the CIBC Credit Facility (collectively, the " Credit Facilities "), which was included within bank indebtedness on the condensed consolidated statement of financial position. These Credit Facilities are unsecured although the Corporation's wholly-owned subsidiary, MT Investments Inc. (" MT "), has granted an unlimited guarantee of any indebtedness owing on the Credit Facilities. These Credit Facilities do 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.

Mullen Group has $2.2 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:

Notes	Principal amount Maturity Interest Rate(1)
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.

Mullen Group's unamortized debt issuance costs of $0.3 million related to its Private Placement Debt have been netted against its carrying value at September 30, 2023 (December 31, 2022 – $0.5 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 Credit Facilities 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

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

(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 long-term debt and Credit Facilities:

he following table summarizes the Corporation's long-term debt and Credit Facilities:
September 30, 2023	December 31, 2022
Current liabilities: Private Placement Debt $ — $ Lease liabilities – current portion 26,517 Current portion of long-term debt 884 Bank indebtedness 114,200	— 20,992 213 22,800
141,601 Non-current liabilities: Private Placement Debt 480,263 Lease liabilities 74,769 Long-term debt 108	44,005 480,675 70,871 922
555,140	552,468
$ 696,741 $	596,473

The details of total debt, as at the date hereof, are as follows:

	Interest Rate	September 30, 2023 Face Value Carrying Amount	September 30, 2023 Face Value Carrying Amount	September 30, 2023 Face Value Carrying Amount
			Face Value	Carrying Amount
Bank indebtedness — Lease liabilities 2023 – 2059 Private Placement Debt 2024 – 2026 Various financingloans 2023 – 2027	Variable 3.20% 3.84% - 4.07% 2.68% - 7.49%	$ $	$	$
		114,200 114,200 117,118 101,286 480,608 480,263 992 992	22,800 107,229 481,158 1,135	22,800 91,863 480,675 1,135
		712,918 696,741	612,322	596,473

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, 2023, was $117.6 million (December 31, 2022 - $115.8 million).

11. 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, 2023 and 2022 (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.

	2023	2022
Issued Common Shares at January 1 Common Shares repurchased and cancelled Common Shares issued on acquisition	92,953,005 (4,384,337) 57,180	94,532,178 (1,712,346) —
Issued Common Shares at September 30	88,625,848	92,819,832

Mullen Group had a normal course issuer bid (" NCIB "), commencing March 10, 2022, to purchase for cancellation up to 8,828,623 Common Shares in the open market on or before March 9, 2023. On March 8, 2023, Mullen Group announced the renewal of its NCIB commencing March 10, 2023, to purchase for cancellation up to 8,644,508 Common Shares in the open market on or before March 9, 2024. For the nine month period ended September 30, 2023, Mullen Group had purchased and cancelled 4,384,337 Common Shares for $64.6 million under its NCIB programs. Mullen Group has also repurchased 18,504 Common Shares that are scheduled to be cancelled in October 2023.

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 or retained earnings. The NCIB can be cancelled at the discretion of the Corporation at any time.

In the first quarter of 2023, Mullen Group issued 57,180 Common Shares as partial consideration for the acquisition of Butler Ridge.  For more information, refer to Note 5.

12. 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, 2023, were $39.1 million and $107.3 million (2022 – $38.0 million and $97.1 million), respectively. The weighted average number of Common Shares outstanding for the three and nine month periods ended September 30, 2023 and 2022 was calculated as follows:

	Three month periods ended September 30 2023 2022	Three month periods ended September 30 2023 2022	Three month periods ended September 30 2023 2022
		2023	2022
Issued Common Shares at beginning of period 11 Effect of Common Shares repurchased and cancelled 11 Effect of Common Shares issued on acquisition 5	88,740,372 93,025,932 (2,490) (124,769) — —	92,953,005 (2,557,859) 44,822	94,532,178 (1,038,233) —
Weighted average number of Common Shares at end of period – basic	88,737,882 92,901,163	90,439,968	93,493,945

• (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 2023 2022	Nine month periods ended September 30	Nine month periods ended September 30
		2023	2022
Net income Effect of the Debentures	$ 39,091 $ 38,059 1,788 1,788	$ 107,303 5,363	$ 97,113 5,363
Net income – adjusted	$ 40,879 $ 39,847	$ 112,666	$ 102,476

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

The diluted weighted average number of Common Shares was calculated as follows:

	Shares was calculated as follows:	Shares was calculated as follows:	Shares was calculated as follows:
	Three month periods ended September 30 2023 2022
		2023	2022
Weighted average number of Common Shares – basic Effect of "in the money" stock options Effect of the Debentures	88,737,882 92,901,163 225,342 183,084 8,928,575 8,928,575	90,439,968 242,562 8,928,575	93,493,945 110,465 8,928,575
Weighted average number of Common Shares at end of period – diluted	97,891,799 102,012,822	99,611,105	102,532,985

For the three and nine month periods ended September 30, 2023, 2,550,000 stock options were excluded from the diluted weighted average number of Common Shares calculation as their effect would have been anti-dilutive. For the three and nine month periods ended September 30, 2023 and 2022, the Common Shares that would be issued upon conversion of the convertible unsecured subordinated debentures (" Debentures ") were included in the diluted weighted average calculation as their effect was dilutive. For the three and nine month periods ended September 30, 2022, 2,765,000 and 3,140,000 stock options were excluded from the diluted weighted average number of Common Shares calculation as their effect would have been anti-dilutive, respectively. 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, 2023 and 2022.

13. 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.

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.

14. 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, 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.

At September 30, 2023, the Less-Than-Truckload segment consisted of 11 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, 2023, the Logistics & Warehousing segment consisted of 11 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.

At September 30, 2023, the Specialized & Industrial Services segment consisted of 17 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.

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

At September 30, 2023, 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, 2023 Less-Than- Truckload	Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations	Total
$	$ $ $ $ $	$
Revenue by service line Transportation 567,436 Logistics 22,976 Other(1) 4,406 Eliminations (14,459)	262,122 163,982 — — — 90,823 20,572 150,569 — — 73,937 164,065 — 4,548 — (2,824) (3,069) — — (9,033)	993,540 284,940 246,956 (29,385)
580,359	424,058 345,550 150,569 4,548 (9,033)	1,496,051
Timing of revenue recognition Over time 567,621 Point in time 27,197 Eliminations (14,459)	266,670 231,277 — 2,762 — 160,212 117,342 150,569 1,786 — (2,824) (3,069) — — (9,033)	1,068,330 457,106 (29,385)
580,359	424,058 345,550 150,569 4,548 (9,033)	1,496,051

(1) Included within other revenue is $40.6 million of rental revenue comprised of $0.2 million, $4.5 million, $33.1 million, nil and $2.8 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.

	Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations	Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations
$	$ $ $ $ $	$
Revenue by service line Transportation 579,268 Logistics 20,547 Other(1) 4,694 Eliminations (16,566)	285,520 132,264 — — — 101,089 18,705 169,172 — — 72,674 143,781 — 3,500 — (3,804) (2,129) — — (11,900)	997,052 309,513 224,649 (34,399)
587,943	455,479 292,621 169,172 3,500 (11,900)	1,496,815
Timing of revenue recognition Over time 579,368 Point in time 25,141 Eliminations (16,566)	290,045 187,061 — 2,657 — 169,238 107,689 169,172 843 — (3,804) (2,129) — — (11,900)	1,059,131 472,083 (34,399)
587,943	455,479 292,621 169,172 3,500 (11,900)	1,496,815

(1) Included within other revenue is $38.0 million of rental revenue comprised of $0.1 million, $4.5 million, $30.7 million, nil and $2.7 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.

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

15. Other (Income) Expense

	Three month periods ended September 30 2023 2022	Three month periods ended September 30 2023 2022	Three month periods ended September 30 2023 2022
		2023	2022
Change in fair value of investments (Gain) loss on sale of property, plant and equipment Loss on fair value of equity investment Earnings from equity investments Accretion on asset retirement obligations	$ (218) $ 353 (493) 699 — — (299) (2,997) 5 6	$ (67) (1,251) 562 (1,655) 17	$ 235 1,940 — (7,126) 19
Other (income) expense	$ (1,005) $ (1,939)	$ (2,394)	$ (4,932)

16. Changes in Non-Cash Working Capital

Changes in Non-Cash Working Capital
	Nine month periods ended September 30
	2023	2022
Trade and other receivables Inventory Prepaid expenses Accountspayable and accrued liabilities	$ (6,550) $ (4,048) (15,072) 5,696	(65,105) (7,140) (14,814) 28,554
	$ (19,974) $	(58,505)
	Nine month periods ended September 30
	2023	2022
Changes in non-cash working capital items from: Operating activities Financing activities Investingactivities	$ (20,139) $ 780 (615)	(60,045) 1,001 539
	$ (19,974) $	(58,505)

17. Operating Segments

Mullen Group reports 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-ThanTruckload 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.

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (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	Specialized & Industrial Services U.S. & International Logistics Corporate	Specialized & Industrial Services U.S. & International Logistics Corporate
			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, 2023	$ $	$ $ $	$ $ $	$ $
	194,110 137,080 16,858 17,777 6,061 3,705 1,838 635 9,678 6,862 565,666 394,441	125,402 48,811 1,033 19,943 84 (3,655) 6,882 — 1,663 360 453 — 7,096 — 741 460,463 69,872 612,174	(507) (1,137) (849) — — — — — — — — — (433) (95) (56) — — —	— 503,943 — 51,007 — 18,311 — 3,286 — 23,793 — 2,102,616
(1) Excludes business acquisitions.

Three month period ended September 30, 2022	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, 2022	$ $	$ $ $	$ $ $	$ $
	201,628 156,284 25,947 22,051 5,136 3,986 2,154 1,625 3,595 6,522 544,792 397,865	108,797 54,633 860 15,350 4 (9,433) 6,675 490 1,538 109 442 — 2,025 — 3,773 383,443 69,471 600,560	(609) (1,704) (1,511) — — — — — — — — — (42) (28) (1) — — —	— 518,378 — 53,919 — 17,825 — 4,330 — 15,844 — 1,996,131

(1) Excludes business acquisitions.

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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three and nine month periods ended September 30, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

Nine month period ended September 30, 2023	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, 2023	$ $	$ $ $	$ $ $	$ $
	580,359 424,058 50,309 56,271 16,630 10,775 5,874 2,049 27,744 19,672 565,666 394,441	345,550 150,569 4,548 42,323 (896) (6,559) 20,543 1,011 5,378 1,033 1,364 — 21,171 — 6,616 460,463 69,872 612,174	(1,622) (3,082) (4,329) — — — — — — — — — (480) (259) (73) — — —	— 1,496,051 — 141,448 — 54,337 — 10,320 — 74,391 — 2,102,616

(1) Excludes business acquisitions.

	Less- Than- Truckload Logistics & Warehousing	Specialized & Industrial Services U.S. & International Logistics Corporate	Specialized & Industrial Services U.S. & International Logistics Corporate	Specialized & Industrial Services U.S. & International Logistics Corporate
			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, 2022	$ $	$ $ $	$ $ $	$ $
	587,943 455,479 61,814 58,320 15,153 11,784 6,192 5,137 16,354 16,639 544,792 397,865	292,621 169,172 3,500 29,682 264 (15,817) 19,716 1,444 4,549 695 1,301 — 7,989 — 9,298 383,443 69,471 600,560	(1,755) (3,712) (6,433) — — — — — — — — — (166) (883) (138) — — —	— 1,496,815 — 134,263 — 52,646 — 13,325 — 49,093 — 1,996,131

(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 Senior Executive Officer 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, 2023 and 2022 (unaudited) (Tabular amounts in thousands, except share and per share amounts)

The following geographical information is based upon the Business Unit's head office location for the nine month periods ended September 30, 2023 and 2022.

	Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non- Current Assets	Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non- Current Assets
Canada $ 1,345,482 United States 150,569	$ 245,722 $ 1,025,660 $ 1,640,684 3,232 — 47,337	$ 2,032,744 69,872
Total $ 1,496,051	$ 248,954 $ 1,025,660 $ 1,688,021	$ 2,102,616
2022 Revenue	Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non- Current Assets	Total Assets
Canada $ 1,327,643 United States 169,172	$ 247,470 $ 977,209 $ 1,586,438 4,839 1,542 50,221	$ 1,966,362 75,880
Total $ 1,496,815	$ 252,309 $ 978,751 $ 1,636,659	$ 2,042,242

18. Subsequent Event

Subsequent to September 30, 2023, until the date of this report, the Corporation repurchased 111,014 Common Shares at a total cost of $1.5 million.

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