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Mullen Group Ltd. — Interim / Quarterly Report 2024
Oct 24, 2024
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Interim / Quarterly Report
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INTERIM FINANCIAL REPORT FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS ("MD&A")
This MD&A, dated October 23, 2024, has been prepared by management for the three and nine month periods ended September 30, 2024, and should be read in conjunction with (i) the audited annual consolidated financial statements for the fiscal year ended December 31, 2023 (the " Annual Financial Statements "), together with the Management's Discussion and Analysis thereon (the " 2023 MD&A "), and (ii) the unaudited condensed interim consolidated financial statements for the three and nine month periods ended September 30, 2024, (the " Interim Financial Statements "). Any reference to "Mullen Group", "we", "us", "our" or the "Corporation" refers to Mullen Group Ltd., a corporation incorporated under the laws of the province of Alberta and includes its predecessors where context so requires. The Annual Financial Statements and other additional information are available on the Corporation's issuer profile on SEDAR+ at www.sedarplus.ca and on our website at www.mullen-group.com. These documents are also available upon request, free of charge, from the Corporate Investor Services group at [email protected]. This MD&A and the Interim Financial Statements were reviewed by Mullen Group's Audit Committee and approved by the Board of Directors (the " Board ") on October 23, 2024.
The Interim Financial Statements have been prepared in accordance to and comply with International Financial Reporting Standards (" IFRS "), as issued by the International Accounting Standards Board (" IASB ") (collectively, " IFRS Accounting Standards "). The Interim Financial Statements comply with IAS 34 Interim Financial Reporting and do not include all of the information required for annual financial statements. Unless otherwise indicated, all amounts contained in this MD&A are in Canadian funds, which is the functional currency of the Corporation.
ADVISORY:
Forward-looking statements – This MD&A reflects management's expectations regarding Mullen Group's future growth, financial condition, results of operations, performance, business prospects, strategies and opportunities and contains forward-looking statements and forward-looking information (collectively, " forward-looking statements ") within the meaning of applicable securities laws. Wherever possible, words such as "anticipate", "may", "will", "believe", "expect", "potential", "continue", "view", "objective", "should", "plan", "intend", "ongoing", "estimate", "project" or similar expressions have been used to identify these forward-looking statements. These statements reflect management's current beliefs and assumptions and are based on information currently available to management. Forward-looking statements involve significant inherent risks and uncertainties, numerous assumptions and the risk that the predictions and forward-looking statements will not be achieved and that the actual results or events may differ materially from those anticipated in such forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable beliefs and assumptions, Mullen Group cannot assure readers that actual results will be consistent with these forward-looking statements. Some of the risks and uncertainties include, but are not limited to certain strategic, financial and operational risks, most important of which are: (i) strategic risks which include but are not limited to geopolitical risks such as a slowdown in the general economy; reduced oil and natural gas drilling and decreased oil sands and heavy oil activity; changes in legal frameworks applicable to the Corporation; e-commerce and supply chain evolution; acquisitions; competition; (ii) financial risks which include but are not limited to prevailing interest rates; foreign exchange rates; change in the return on fair value of investments; access to financing; reliance on major customers; customer relationships; impairment of goodwill or intangible assets; credit risk; and (iii) operational risks which include but are not limited to employees & labour relations; labour disruption and driver retention; cost escalation & fuel costs; accidents; cost of liability insurance; digital infrastructure & cyber security; business continuity, disaster recovery & crisis management; environmental liability risks; weather & seasonality; access to parts, development of new technology & relationships with key suppliers; pandemics; political unrest or wars; regulatory framework governing matters such as tax and the environment in the jurisdictions in which the Corporation conducts and will conduct its business; government mandates and litigation. Given these risks and uncertainties, readers should not place undue reliance on the forward-looking statements contained in this MD&A. Readers are cautioned that the foregoing list of factors and risks is not exhaustive. Additional information on these and other factors and risks that could affect the operations or financial results of Mullen Group may be found under the heading "Principal Risks and Uncertainties" starting on page 50 of the 2023 MD&A as well as in reports on file with applicable securities regulatory authorities and may be accessed through the Corporation's issuer profile on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this MD&A are made as of the date hereof and Mullen Group undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities law. Mullen Group relies on litigation protection for "forward-looking" statements. Additional information regarding the forward-looking statements contained in this MD&A and the material assumptions made in preparing such statements may be found under the heading "Forward-Looking Information Statements" beginning on page 36 of this MD&A.
Non-IFRS Financial Measures and Other Financial Measures – Mullen Group reports on certain non-IFRS financial measures and ratios, which do not have a standard meaning under IFRS Accounting Standards and, therefore, may not be comparable to similar measures presented by other issuers. Management uses these non-IFRS financial measures and ratios in its evaluation of performance and believes these are useful supplementary measures. We provide shareholders and potential investors with certain non-IFRS financial measures and ratios to evaluate our ability to fund our operations and provide information regarding liquidity. Specifically, net income – adjusted[1] , earnings per share – adjusted[1] , and net revenue[1 ] are not measures recognized by IFRS Accounting Standards and do not have standardized meanings prescribed by IFRS Accounting Standards. For the reader's reference, the definition, calculation and reconciliation of non-IFRS financial measures are provided in the "Non-IFRS Financial Measures" section of this MD&A. These non-IFRS financial measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards. Investors are cautioned that these indicators should not replace the forgoing IFRS Accounting Standards terms: net income, earnings per share and revenue. See the "Other Financial Measures" section for supplementary financial measures disclosed by the Corporation.
1 Refer to the section entitled "Non-IFRS Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
1
HIGHLIGHTS
| FINANCIAL |
||||||||
|---|---|---|---|---|---|---|---|---|
| PERFORMANCE: | Three monthperiods ended | Nine monthperiods ended | ||||||
| September 30 | September 30 | |||||||
| (unaudited) ($ millions, except share price and per share amounts) |
2024 | 2023 | % **Change ** |
2024 | 2023 | % **Change ** |
||
| Revenue Less-Than-Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate and intersegment eliminations |
$ | 188.7 $ 168.9 131.8 45.7 (3.1) |
194.2 137.1 125.4 48.8 (1.5) |
(2.8) 23.2 5.1 (6.4) — |
$ | 561.0 $ 446.1 353.3 137.0 (7.2) |
580.4 424.1 345.5 150.6 (4.5) |
(3.3) 5.2 2.3 (9.0) — |
| Total Revenue | $ | 532.0 $ |
504.0 | 5.6 | $ | 1,490.2 $ |
1,496.1 | (0.4) |
| OIBDA1 Less-Than-Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate |
$ | 35.7 $ 35.2 28.5 0.3 (4.4) |
34.5 26.8 29.7 1.1 (3.5) |
3.5 31.3 (4.0) (72.7) — |
$ | 104.0 $ 86.7 68.7 1.6 (13.8) |
100.8 82.9 70.7 3.2 (8.6) |
3.2 4.6 (2.8) (50.0) — |
| Total OIBDA | $ | 95.3 $ |
88.6 | 7.6 | $ | 247.2 $ |
249.0 | (0.7) |
| Net Income & Share Information Net income Earnings per share – basic Earnings per share – diluted Net income – adjusted2 Earnings per share – adjusted2 Net cash from operating activities Net cash from operating activities per share Cash dividends declared per Common Share Share price – September 30 |
$ $ $ $ $ $ $ $ $ |
38.3 $ 0.44 $ 0.41 $ 35.8 $ 0.41 $ 66.2 $ 0.75 $ 0.20 $ 14.23 $ |
39.1 0.44 0.42 38.0 0.43 49.6 0.56 0.18 13.42 |
(2.0) — (2.4) (5.8) (4.7) 33.5 33.9 11.1 6.0 |
$ $ $ $ $ $ $ $ $ |
93.4 $ 1.06 $ 1.02 $ 91.1 $ 1.04 $ 184.7 $ 2.10 $ 0.56 $ 14.23 $ |
107.3 1.19 1.13 104.0 1.15 171.8 1.90 0.54 13.42 |
(12.9) (10.9) (9.7) (12.4) (9.6) 7.5 10.5 3.7 6.0 |
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1 Defined as operating income before depreciation and amortization.
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2 Refer to the section entitled "Non-IFRS Financial Measures".
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3 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
2
FINANCIAL POSITION:
| FINANCIAL POSITION: | |||
|---|---|---|---|
| (unaudited) ($ millions) |
As at September 30 | ||
| 2024 | 2023 | ||
| **% Change ** | |||
| Cash (bank indebtedness) – net Working capital Private Placement Debt – non-current portion 2024 Notes Convertible debentures – debt component Lease liabilities – non-current portion Total assets |
$ 344.4 $ $ 296.8 $ $ 234.0 $ $ 398.4 $ $ 119.9 $ $ 184.1 $ $ 2,574.6 $ |
(104.8) 91.9 480.4 — 117.6 74.8 2,102.6 |
(428.6) 223.0 (51.3) 100.0 2.0 146.1 22.4 |
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Well-structured balance sheet
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Issued 2024 Notes by way of private placement of $300.0 million at 5.93 percent per annum and US$75.0 million at 6.5 percent per annum that mature in July 2034.
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Working capital of $296.8 million including $344.4 million of cash.
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Repaid $217.2 million of Private Placement Debt (net of Cross-Currency Swaps) on October 22, 2024, the original maturity date.
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Undrawn New Bank Credit Facilities with a borrowing capacity of $525.0 million.
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Real estate – historical cost of $653.2 million.
Q3 PROGRESS:
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Generated record quarterly revenues of $532.0 million, OIBDA of $95.3 million, and net income of $38.3 million.
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Operating margins[1] improved by over 1.0 percent in both the LTL and L&W segments as compared to the prior year despite a more competitive operating environment.
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Increased the monthly dividend by 16.7 percent to $0.07 equating to an annualized dividend of $0.84 per Common Share.
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Return on equity was 15.3 percent in the quarter and 12.5 percent on a year to date basis.
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Invested $11.6 million towards gross capital expenditures to improve operating efficiencies and to support our sustainability goals.
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Repurchased and cancelled 147,920 Common Shares for $2.0 million representing an average price of $13.36.
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1 Refer to the section entitled "Other Financial Measures".
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2 Refer to the section entitled "Non-IFRS Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
3
CORPORATE PROFILE
Mullen Group is one of Canada's largest logistics companies, providing a wide range of transportation, warehousing and distribution services throughout North America. Over the past three decades we have grown the business by focusing on operational excellence and being the preferred acquirer for business owners seeking a liquidity event, targeting profitable, well managed companies with strong brands operating in sectors of the economy we view as having the best opportunity for growth.
WE ACQUIRE COMPANIES AND STRIVE TO IMPROVE THEIR PERFORMANCE
We operate a decentralized business model through a number of wholly-owned
companies and limited partnerships (" Business Units "). Each Business Unit is responsible for the financial and safety performance of the business. Financial oversight, capital, strategic planning and a wide range of shared services, such as legal support, human resource planning, payroll expertise and technology, are the responsibility of the corporate office (" Corporate Office "). We believe this model is the best way to achieve superior profitability, excellence in safety and provide a quality work environment for all employees.
Our diversified portfolio of logistics companies are involved in different sectors of the economy, a strategy we believe offers the best opportunity for long-term growth. The business is reported in four operating segments, each differentiated by the type of service provided, equipment requirements or geographic location. The segments are aligned with how financial information is reviewed, capital is allocated and operating performance is measured.
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LTL
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Less-Than-Truckload
The LTL segment is comprised of 11 regionally based Business Units focused on providing less-than-truckload (" LTL ") shipments to over 5,000 communities throughout central and western Canada. Our extensive terminal network is generally regarded as one of the largest LTL networks in Canada, serving local and regional markets with a first and final mile service.
The Business Units utilize advanced technologies to track shipments providing visibility to customers, bar coding and connected dock to enhance service capabilities, and to coordinate the pickup, handling and delivery of small packages, parcels and pallets of all types of freight, including consumer products, goods requiring specialty ambient or temperaturecontrolled handling as well as general shipments.
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L&W
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Logistics & Warehousing
We own a large network of Business Units providing shippers throughout North America with a wide range of trucking, warehousing and logistics services, utilizing company owned equipment and an extensive network of contractors.
Our L&W segment Business Units services include, specialized transportation, warehousing, fulfillment centres that handle e-commerce transactions, transload facilities designed to handle intermodal containers and bulk shipments, and full truckload. Operations and customer service are supported by a robust suite of leading-edge technology solutions including transportation, inventory, and warehouse management systems, that are customizable and integrated into our customers data systems.
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S&I
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Specialized & Industrial Services
We own unique businesses in sectors of the Canadian economy that require specialized equipment and services including the natural resources, energy, infrastructure and construction sectors.
Our S&I segment Business Units provide a wide range of service offerings including, water management, environmental reclamation services, turnaround services & industrial maintenance, services that support the drilling of wells, well servicing and fluid hauling associated with the oil and gas industry in western Canada, along with transportation and logistics services for complex pipeline and industrial projects. Our Business Units are strategically situated throughout western Canada and operate fleets of highly specialized equipment, generating superior returns on capital employed over the long term.
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2024 THIRD QUARTER INTERIM REPORT
4
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US 3PL
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U.S. & International Logistics
The transportation and movement of goods throughout the supply chain is critical to every company and an important component of the global economy representing approximately 10.0 percent of total GDP. Third-party logistics (" 3PL "), which is typically defined as providing non-asset based value-added transport services, is one of the fastest growing components of the supply chain. 3PL is a transportation management service, generally performed in conjunction with freight brokerage and requires a software platform to facilitate a seamless and efficient transaction, regardless of the mode of transportation required. In the United States, industry statistics estimate 3PL to be a U.S. $350.0 billion industry.
The US 3PL segment currently consists of one Business Unit, HAUListic LLC (" HAUListic "), a Warrenville, Illinois based 3PL provider, that offers a wide range of logistics services through a combination of professional representatives and a network of independently owned and managed Station Agents, to over 2,700 customers in the United States and Mexico, utilizing over 6,000 certified subcontractor carriers. HAUListic, a non-asset based 3PL provider, does not own any operating assets other than its proprietary integrated transportation management platform, branded as SilverExpress[TM] , that provides real time information to customers and carriers, offering price and capacity discovery along with tracking and tracing capabilities. HAUListic uses the services of contractors to transport tendered freight shipments whereby all freight is moved through a network of licensed and certified contractors.
Corporate Office
The Corporate Office is responsible for capital allocation along with all regulatory filings and public reporting requirements. In addition, we own a large portfolio of real estate, primarily operating facilities used in the business. These facilities are generally held in MT Investments Inc. (" MT "), a subsidiary of the Corporation, and leased to the Business Units on commercial terms. Minority investments in either public corporations and private companies are held in the Corporate Office.
A more detailed description of the Business Units is set forth in the Annual Information Form, which is dated February 14, 2024, and is available on the Corporation's issuer profile on SEDAR+ at www.sedarplus.ca, our website at www.mullen-group.com or upon request, free of charge, from the Corporate Investor Services group at [email protected].
ALLOCATING SHAREHOLDER CAPITAL
One of the key responsibilities of the Board is the allocation of capital. Our four priorities are: (i) acquisitions that improve our business and generate growth; (ii) capital expenditures to replace older inefficient equipment and to capture new growth opportunities, facilities and technology enhancements; (iii) consider and, if appropriate, allocate a portion of annual free cash to purchase for cancellation Common Shares in the open market pursuant to an approved normal course issuer bid (" NCIB "); and (iv) pay dividends to shareholders.
Acquisitions
| THE | PLAN | Acquire companies and strive to improve their performance. | Acquire companies and strive to improve their performance. |
|---|---|---|---|
| 2024 | INVESTMENTS | ContainerWorld Forwarding Services Inc.("ContainerWorld") | |
| • | Acquired on May 1, 2024, for total cash consideration of $21.1 million for all of the outstanding | ||
| shares including its operating subsidiaries. | |||
| • | An integrated supply chain solutions company to the alcoholic beverage and hospitality | ||
| industries. | |||
| • | Operates a network of customs and sufferance bonded warehouses, providing inventory | ||
| management, freight forwarding, warehousing and distribution services in British Columbia | |||
| and Ontario. | |||
| • | Financial results included within the L&W segment. |
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2024 THIRD QUARTER INTERIM REPORT
5
Capital Expenditures
2024 PLAN In December 2023, the Board approved an $80.0 million capital budget for 2024, exclusive of corporate acquisitions, investment in facilities, land and buildings, with $70.0 million allocated towards maintenance capital primarily to invest in trucks, trailers, specialized equipment and technology to improve the operations of the Business Units and $10.0 million to invest specifically towards sustainability initiatives.
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2024 PURCHASES • In the third quarter of 2024 we invested $11.3 million (YTD – $48.2 million) in new operating equipment and $0.3 million (YTD – $1.6 million) into facilities.
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• In 2024 we committed $4.7 million of capital expenditures towards sustainability initiatives. Equipment consisting of CNG powered trucks, intermodal containers and electric material handling units, including forklifts have been ordered and are arriving from suppliers upon completion of the manufacturing process.
Normal Course Issuer Bid
The TSX approved the renewal of the normal course issuer bid (" NCIB ") on March 7, 2024, to 2024 PLAN purchase for cancellation up to 8,220,349 Common Shares in the open market on or before March 10, 2025.
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2024 REPURCHASES • During the third quarter of 2024 we repurchased and cancelled 147,920 Common Shares (YTD – 490,728 Common Shares) for $2.0 million (YTD – $6.5 million), representing an average price of $13.36 (YTD – $13.16) per Common Share.
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• As at February 28, 2024, the average daily trading volume of the Common Shares on the TSX (" ADTV ") for the most recently completed six calendar months was 203,528. Pursuant to TSX policies, the maximum number of Common Shares that may be purchased in one day pursuant to the NCIB was the greater of 1,000 and 25.0 precent of ADTV, which amounts to 50,882 Common Shares, subject to certain prescribed exceptions.
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• Entered into an automatic securities purchase plan (the " ASPP ") with its broker, to allow for the repurchase of Common Shares at all times during the course of the NCIB including when the Corporation ordinarily would not be active in the market due to its own internal trading blackout period, insider trading rules or otherwise.
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• The NCIB and the ASPP can be cancelled at the discretion of the Corporation at any time provided the Corporation is not in a blackout period.
Dividends
2024 PLAN In December 2023, we announced our intention to pay annual dividends of $0.72 per Common Share ($0.06 per Common Share on a monthly basis) for 2024.
2024 PAYMENTS
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On July 25, 2024, we announced an increase to the monthly dividend from $0.06 to $0.07 per Common Share effective as of the next regular dividend payment, which was payable on September 16, 2024.
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• During the third quarter of 2024, we declared monthly dividends totalling $0.20 (YTD – $0.56) per Common Share, an increase from $0.18 (YTD – $0.54) per Common Share) of dividends declared in the same period last year.
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• At September 30, 2024, we had 87,643,314 Common Shares outstanding and a dividend payable of $6.1 million (December 31, 2023 – $5.3 million), which was paid on October 15, 2024.
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• On October 22, 2024, the Board declared a monthly dividend of $0.07 per Common Share to the holders of record at the close of business on October 31, 2024.
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2024 THIRD QUARTER INTERIM REPORT
6
CONSOLIDATED FINANCIAL RESULTS
THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2024
Executive Summary
We generated solid results this quarter, including record revenues, despite no substantive growth in the economy and competitive markets, which has led to rate pressures in many verticals. Acquisitions, which is one of the key elements of our strategy, drove the revenue growth. This was also another quarter where our core Business Units continued to execute to plan. In addition, our focus on margin improvement over gaining market share is proving to be a successful strategy. The Business Units are working diligently on reducing costs and implementing efficiency initiatives, steps that contributed to the strong performance during the quarter.
The overall market conditions remain challenging. The Canadian economy continues to underperform due to the negative implications associated with inflation and stubbornly high interest rates, costs that have impacted consumer spending, along with constrained capital investment by the private sector. As a result, freight demand remains soft, and competition is driving pricing to levels not seen in years. Internal growth opportunities are limited to companies that have the lowest cost structure and provide competitive pricing options to customers.
Outlook
There does not appear to be any quick relief to the challenges the freight industry is currently facing. From our perspective, we believe that demand appears to have stabilized, but it is currently at levels not strong enough to drive pricing increases, which remains the achilles heel of the freight industry. In the absence of any structural improvement in demand, capacity must shrink. However, thus far in this economic cycle there has not been enough consolidation or right sizing of industry capacity to bring the markets back into balance. Until this occurs, or carriers become more margin focused, pricing will remain at or near current levels.
Under this scenario we need to be extremely disciplined and patient. Our diversified business model, which is anchored by several core Business Units operating in multiple verticals, will continue to support the overall business. In addition, we are in the enviable position of having a very strong balance sheet, an important element of an acquisition strategy. And, since we believe that acquisitions remain the only plausible means of growing in the near term, we will pursue opportunities that meet our base criteria. Our focus will be "tuck-in" opportunities that help consolidate regional markets, drive scale and provide operational synergies.
Revenue
Revenue is generated by the Corporation through its Business Units utilizing a combination of company assets that are either owned by the Business Unit or leased (" Company "); owner operators who provide trucks and/or trailers and work exclusively for the Business Unit under annual contracts and subcontractors who own their own equipment and are used during times of peak demand (collectively, " Contractors ").
Consolidated
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|
| Company Contractors Other |
$ % |
$ % $ % |
$ % $ % $ % |
| 379.9 71.4 148.1 27.8 4.0 0.8 |
345.6 68.6 34.3 9.9 156.3 31.0 (8.2) (5.2) 2.1 0.4 1.9 90.5 |
1,042.6 70.0 1,008.2 67.4 34.4 3.4 437.8 29.4 480.6 32.1 (42.8) (8.9) 9.8 0.6 7.3 0.5 2.5 34.2 |
|
| Total | 532.0 100.0 |
504.0 100.0 28.0 5.6 |
1,490.2 100.0 1,496.1 100.0 (5.9) (0.4) |
QTD: Consolidated revenues were $532.0 million, a record as compared to any previous quarterly period and an increase of 5.6 percent, or $28.0 million as compared to $504.0 million in 2023. Revenue per day was $8.6 million as compared to $8.1 million in the third quarter of 2023. Revenue per day increased in the third quarter of 2024 mainly due to the incremental revenue generated from acquisitions. The number of working days remained consistent as there were 62 days in 2024 versus 62 in 2023.
QTD: Revenue Per Working Day
| (unaudited) ($ millions) |
2024 | 2023 Change |
|---|---|---|
| Revenue WorkingDays |
||
| $ 532.0 $ 62 |
504.0 $ 28.0 62 — |
|
| Revenue Per Working Day |
$ 8.6 $ |
8.1 $ 0.5 |
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2024 THIRD QUARTER INTERIM REPORT
7
The acquisition of ContainerWorld added $33.6 million of incremental revenues, which was acquired effective May 1, 2024. Consolidated revenues in the quarter were impacted by a combination of factors, including:
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End consumer demand was generally consistent with last year. However, suppliers and manufacturers continued to be reluctant to increase inventory levels in 2024, which negatively impacted overall freight demand.
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Capital investment in Canada, most notably in the private sector of the economy, remained weak on a year over year basis.
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Major capital construction projects, most notably the Trans Mountain Expansion Project (" TMX ") and the Coastal GasLink Pipeline Project (" CGL "), have essentially been completed and have not been replaced. The completion of these projects directly impacted our Premay Pipeline Hauling L.P. (" Premay Pipeline ") Business Unit along with demand for other specialized services.
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Greater activity levels in western Canada associated with facility maintenance and turnaround projects supported demand levels within our S&I segment.
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Fuel surcharge revenue (excluding acquisitions) declined by $1.6 million to $51.8 million.
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YTD: Consolidated revenues were $1,490.2 million, a slight decrease of 0.4 percent, or $5.9 million as compared to $1,496.1 million in 2023. Revenues were lower this year as compared to the same period last year due to a slight decline in daily revenue generated by our 40 Business Units.
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The soft environment for freight and logistics demand led to a year over year decline in revenues of $72.9 million (excluding acquisitions and fuel surcharge).
| YTD: Revenue Per | Working Day | |
|---|---|---|
| (unaudited) ($ millions) |
2024 | 2023 Change |
| Revenue WorkingDays |
||
| $ 1,490.2 $ 188 |
1,496.1 $ (5.9) 188 — |
|
| Revenue Per Working Day |
$ 7.9 $ |
8.0 $ (0.1) |
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Fuel surcharge revenues declined by $14.0 million (excluding acquisitions) to $155.0 million due to the decrease in the price of diesel fuel.
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Acquisitions added $81.0 million of incremental revenue, offsetting most of the revenue declines.
Direct Operating Expenses
Direct operating expenses (" DOE ") include two main categories of expenses: direct costs associated with generating Company revenue and costs incurred to hire Contractors, namely owner operators or subcontractors.
| Consolidated | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Company Wages and benefits Fuel Repairs and maintenance Purchased transportation Operating supplies Other Contractors |
$ %* |
$ %* $ % |
$ %* $ |
%* $ % |
| 87.3 23.0 26.7 7.0 39.7 10.5 65.8 17.3 19.7 5.2 11.0 2.9 |
82.1 23.8 5.2 6.3 27.1 7.8 (0.4) (1.5) 39.9 11.5 (0.2) (0.5) 53.0 15.3 12.8 24.2 18.4 5.3 1.3 7.1 9.6 2.9 1.4 14.6 |
240.7 23.1 235.1 83.0 8.0 83.7 115.3 11.1 116.9 172.9 16.6 155.2 56.3 5.4 61.5 29.8 2.7 26.9 |
23.3 5.6 2.4 8.3 (0.7) (0.8) 11.6 (1.6) (1.4) 15.4 17.7 11.4 6.1 (5.2) (8.5) 2.7 2.9 10.8 |
|
| 250.2 65.9 114.6 77.4 |
230.1 66.6 20.1 8.7 122.0 78.1 (7.4) (6.1) |
698.0 66.9 679.3 337.6 77.1 372.6 |
67.4 18.7 2.8 77.5 (35.0) (9.4) |
|
| Total | 364.8 68.6 |
352.1 69.9 12.7 3.6 |
1,035.6 69.5 1,051.9 |
70.3 (16.3) (1.5) |
*as a percentage of respective Consolidated revenue
QTD: Consolidated DOE increased by $12.7 million to $364.8 million, or 3.6 percent, as compared to $352.1 million in 2023, due to the $28.0 million increase in consolidated revenues. DOE as a percentage of consolidated revenue improved as compared to 2023. The highlights were:
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2024 THIRD QUARTER INTERIM REPORT
8
-
Expenses related to operating company owned equipment decreased as a percentage of Company revenue, with operating margins[1] improving year over year, most notably in the LTL segment and the L&W segment. These improvements were somewhat offset by increased Company costs as a percentage of revenue in the S&I segment.
-
• Contractors costs decreased by $7.4 million due to the $8.2 million decline in Contractors revenue. In percentage terms, these costs decreased by 0.7 percent, mainly because of improved margins within the L&W segment.
-
YTD: Consolidated DOE decreased by $16.3 million to $1,035.6 million, or 1.5 percent, as compared to $1,051.9 million in 2023, primarily due to the $5.9 million decrease in consolidated revenues. DOE as a percentage of consolidated revenue improved as compared to 2023. The highlights were:
-
Company costs increased in absolute dollar terms due to higher Company revenue. As a percentage of Company revenue, Company costs decreased by 0.5 percent mainly due to improved operating margins[1] in the LTL segment and the L&W segment, which was somewhat offset by lower operating margins[1] experienced in the S&I segment.
-
• Contractors costs decreased by $35.0 million due to the $42.8 million decline in Contractors revenue. In percentage terms, these costs decreased slightly by 0.4 percent, mainly because of improved margins in the LTL segment and the S&I segment, being somewhat offset by lower margins experienced in the US 3PL segment.
Selling and Administrative Expenses
Selling and administrative (" S&A ") are expenses incurred to support the operations of Mullen Group and its Business Units.
| Consolidated | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Wages and benefits Communications, utilities and general supplies Profit share Foreign exchange Stock-based compensation Rent and other |
$ %* |
$ %* $ % |
$ % $ % |
$ % |
| 41.8 7.9 19.5 3.7 5.2 1.0 1.5 0.3 0.2 — 3.7 0.6 |
39.4 7.8 2.4 6.1 16.7 3.3 2.8 16.8 4.8 1.0 0.4 8.3 (0.8) (0.2) 2.3 (287.5) 0.3 0.1 (0.1) (33.3) 2.9 0.6 0.8 27.6 |
123.2 8.3 116.5 7.8 59.3 4.0 54.5 3.6 14.1 0.9 14.2 0.9 (0.1) — — — 0.6 — 0.8 0.1 10.3 0.7 9.2 0.6 |
6.7 5.8 4.8 8.8 (0.1) (0.7) (0.1) — (0.2) (25.0) 1.1 12.0 |
|
| Total | 71.9 13.5 |
63.3 12.6 8.6 13.6 |
207.4 13.9 195.2 13.0 |
12.2 6.3 |
-
as a percentage of total Consolidated revenue
-
QTD: S&A expenses rose by $8.6 million to $71.9 million as compared to $63.3 million in 2023 due to:
-
Incremental S&A expenses of $5.7 million associated with acquisitions.
-
A $2.3 million negative variance in foreign exchange.
-
Inflationary pressures including cost of living wage increases and higher utilities and general supplies costs.
As a percentage of revenue, S&A expenses increased to 13.5 percent from 12.6 percent last year, due to the combination of higher S&A costs experienced at ContainerWorld and from the negative variance in foreign exchange.
YTD:
S&A expenses rose by $12.2 million to $207.4 million as compared to $195.2 million in 2023 due to:
-
Incremental S&A expenses of $12.4 million associated with acquisitions.
-
Inflationary pressures including cost of living wage increases and higher utilities and general supplies costs.
-
These increases were somewhat offset by lower stock-based compensation, lower profit share and a positive variance in foreign exchange.
As a percentage of revenue, S&A expenses increased to 13.9 percent from 13.0 percent last year, due to the combination of lower consolidated revenues and the relatively fixed nature of S&A expenses and higher S&A costs at ContainerWorld.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
9
OIBDA
Management relies on OIBDA as a measurement since it provides an indication of our ability to generate cash from our principal business activities prior to depreciation and amortization, financing or taxation in various jurisdictions.
| Consolidated | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| LTL L&W S&I US 3PL Corporate |
$ % |
$ % $ % |
$ % $ % |
$ % |
| 35.7 37.5 35.2 36.9 28.5 29.9 0.3 0.3 (4.4) (4.6) |
34.5 38.9 1.2 3.5 26.8 30.2 8.4 31.3 29.7 33.5 (1.2) (4.0) 1.1 1.2 (0.8) (72.7) (3.5) (3.8) (0.9) 25.7 |
104.0 42.1 100.8 40.5 86.7 35.1 82.9 33.3 68.7 27.8 70.7 28.4 1.6 0.6 3.2 1.3 (13.8) (5.6) (8.6) (3.5) |
3.2 3.2 3.8 4.6 (2.0) (2.8) (1.6) (50.0) (5.2) 60.5 |
|
| Total | 95.3 100.0 |
88.6 100.0 6.7 7.6 |
247.2 100.0 249.0 100.0 |
(1.8) (0.7) |
-
QTD: OIBDA increased by $6.7 million, or 7.6 percent, to $95.3 million as acquisitions added $6.4 million of incremental OIBDA. The LTL segment and the L&W segment (excluding acquisitions) experienced improved results, which was somewhat offset by lower OIBDA in the S&I and US 3PL segments and from higher Corporate costs. Other notable highlights were:
-
Operating margin[1] increased to 17.9 percent as compared to 17.6 percent last year due to lower DOE as a percentage of consolidated revenue despite more competitive pricing conditions in certain markets and a reduction in higher margin specialized business. S&A expenses increased as a percentage of consolidated revenue resulting from higher costs noted at ContainerWorld and from the negative variance in foreign exchange.
-
YTD: OIBDA decreased slightly by $1.8 million, or 0.7 percent, to $247.2 million from $249.0 million in 2023 due to higher Corporate costs and from lower OIBDA at existing Business Units, most notably in the L&W segment due to a lack of capital projects and from lower OIBDA at certain Business Units in the S&I segment from the completion of TMX and CGL. These decreases were somewhat offset by $14.2 million of incremental OIBDA from acquisitions and from improved results in the LTL segment.
-
Operating margin[1] remained consistent at 16.6 percent as lower margins experienced in the L&W segment, the S&I segment and the US 3PL segment were somewhat offset by improved operating margin[1] in the LTL segment.
Depreciation of Property, Plant and Equipment
Consolidated
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| LTL L&W S&I US 3PL Corporate |
$ | $ $ | $ $ |
$ |
| 5.9 3.9 6.8 — 2.3 |
6.1 (0.2) 3.7 0.2 6.8 — — — 1.7 0.6 |
17.4 16.6 11.2 10.8 20.1 20.5 — 1.0 5.5 5.4 |
0.8 0.4 (0.4) (1.0) 0.1 |
|
| Total | 18.9 | 18.3 0.6 |
54.2 54.3 |
(0.1) |
-
Depreciation in the third quarter increased as compared to 2023 due to higher depreciation in the L&W segment resulting from the acquisition of ContainerWorld and from higher depreciation in Corporate. These increases were somewhat offset by slightly lower depreciation in the LTL segment while the S&I segment remained consistent as compared to the same period last year.
-
Depreciation in 2024 decreased as compared to 2023 due to the US 3PL segment fully depreciating its SilverExpress[TM] proprietary software in 2023 resulting in no depreciation expense in 2024. The S&I segment also recognized slightly lower depreciation expense. These decreases were somewhat offset by higher depreciation in the LTL segment due to an increase in capital expenditures within the segment, while the increase in the L&W segment was due to acquisitions.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
10
Depreciation of Right-of-Use Assets
| Consolidated | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| LTL L&W S&I US 3PL Corporate |
$ | $ $ | $ $ |
$ |
| 4.0 7.6 0.5 0.1 0.1 |
4.9 (0.9) 2.1 5.5 0.3 0.2 0.1 — — 0.1 |
12.4 13.8 15.8 6.2 1.7 0.7 0.3 0.5 0.5 — |
(1.4) 9.6 1.0 (0.2) 0.5 |
|
| Total | 12.3 | 7.4 4.9 |
30.7 21.2 |
9.5 |
-
Depreciation of right-of-use assets increased in the third quarter and in 2024 as compared to the corresponding prior year periods and was mainly due to leases associated with the acquisition of ContainerWorld in the L&W segment.
-
Depreciation of right-of-use assets increased in the S&I segment due to facility leases entered into on the B. & R. Eckel's Transport Ltd. (" B&R ") acquisition in May 2023.
-
In 2024 depreciation of right-of-use assets in Corporate consists of B&R's LTL facility leases that were vacated and no longer assigned to a Business Unit. These leases expired in May 2024 and were not renewed. The decrease in the LTL segment was mainly due to reorganizing the operations of B&R.
Amortization of Intangible Assets
Intangible assets are normally acquired on acquisitions and are mainly comprised of customer relationship values and noncompetition agreements that are amortized over a five to ten year period being their estimated life from the date of acquisition. Amortization of intangible assets was $3.8 million in the third quarter of 2024 as compared to $3.3 million in the third quarter of 2023. This increase of $0.5 million was mainly due to the additional amortization recorded on the intangible assets associated with our recent acquisitions. Amortization of intangible assets was $10.6 million in 2024 as compared to $10.3 million in 2023. This increase of $0.3 million was mainly due to certain intangible assets becoming fully amortized being somewhat offset by the additional amortization recorded on the intangible assets associated with our recent acquisitions.
Finance Costs
Finance costs mainly consist of interest expense on financial liabilities, including: the Private Placement Debt (as hereafter defined on page 31); the 2024 Notes (as hereafter defined on page 31); the Debentures (as hereafter defined on page 32); lease liabilities; and borrowings on the New Bank Credit Facilities (as hereafter defined on page 32), less any interest income generated from the debentures issued to equity investments and from cash and cash equivalents.
Finance costs were $12.2 million (YTD – $31.5 million) in the third quarter of 2024 as compared to $9.6 million (YTD – $27.4 million) in 2023. The increase of $2.6 million (YTD – $4.1 million) was mainly attributable to a greater amount of interest expense being recorded on the 2024 Notes and from greater interest expense recognized on lease liabilities by virtue of our recent acquisitions. These increases were somewhat offset by a greater amount of interest income generated from cash and cash equivalents.
Net Foreign Exchange (Gain) Loss
The details of the net foreign exchange (gain) loss are as follows:
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|
| Foreign exchange (gain) loss on U.S. $ debt Foreign exchange loss (gain) on Cross-CurrencySwaps |
$ $ $ |
$ $ |
$ |
| (5.2) 6.4 (11.6) 2.4 (6.6) 9.0 |
5.3 (0.6) (7.7) (2.8) |
5.9 (4.9) |
|
| Net foreign exchange (gain) loss | (2.8) (0.2) (2.6) |
(2.4) (3.4) |
1.0 |
We recorded a foreign exchange (gain) loss of $(5.2) million (YTD – $5.3 million) related to our $304.0 million U.S. dollar debt associated with our Private Placement Debt (US$229.0 million) (as hereafter defined on page 31) and our 2024 Notes (US$75.0 million) (as hereafter defined on page 31), due to the change in the value of the Canadian dollar relative to the U.S. dollar during the third quarter of 2024 as compared to a loss (gain) of $6.4 million (YTD – $(0.6) million) in 2023. We recorded a foreign exchange loss (gain) on Cross-Currency Swaps of $2.4 million (YTD – $(7.7) million) in the third quarter of
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2024 THIRD QUARTER INTERIM REPORT
11
2024 as compared to a (gain) loss of $(6.6) million (YTD – $(2.8) million) in 2023. This was due to the change over the period in the fair value of these Cross-Currency Swaps.
Other (Income) Expense
| Other (Income) Expense | |||
|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|
| Change in fair value of investments Loss (gain) on sale of property, plant & equipment Loss on fair value of equity investment (Earnings) loss from equity investments |
$ $ $ |
$ $ |
$ |
| — (0.2) 0.2 0.3 (0.4) 0.7 — — — 0.1 (0.2) 0.3 |
(0.3) — 0.3 (1.2) — 0.6 (1.5) (1.6) |
(0.3) 1.5 (0.6) 0.1 |
|
| Other (income) expense | 0.4 (0.8) 1.2 |
(1.5) (2.2) |
0.7 |
Other (income) expense was $0.4 million (YTD – $(1.5) million) in the third quarter of 2024 as compared to other (income) expense of $(0.8) million (YTD – $(2.2) million) in 2023. The negative variance was mainly attributable to the year over year change in loss on sale of property, plant and equipment, which was somewhat offset by the $0.6 million loss on fair value of equity investment in 2023 that pertained to the acquisition of Butler Ridge Energy Services (2011) Ltd.
Income Taxes
| Income Taxes | |||
|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|
| 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 |
$ $ $ |
$ $ |
$ |
| 50.5 51.0 (0.5) 25% 25% — 12.6 12.8 (0.2) (0.3) — (0.3) — — — — 0.1 (0.1) (0.5) — (0.5) 0.4 (1.0) 1.4 |
124.1 141.4 25% 25% 31.0 35.4 (0.3) (0.4) — 0.1 0.1 0.2 (0.6) (0.4) 0.5 (0.8) |
(17.3) — (4.4) 0.1 (0.1) (0.1) (0.2) 1.3 |
|
| Income tax expense | 12.2 11.9 0.3 |
30.7 34.1 |
(3.4) |
Income tax expense was $12.2 million (YTD – $30.7 million) in the third quarter of 2024 as compared to $11.9 million (YTD – $34.1 million) in 2023. Income tax expense in the third quarter of 2024 increased slightly as compared to the prior year period. The decrease in income tax expense in 2024, as compared to the prior year period, was mainly attributable to the lower amount of income being generated.
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2024 THIRD QUARTER INTERIM REPORT
12
Net Income
| Net Income | Net Income | ||
|---|---|---|---|
| (unaudited) ($ millions, except share and per share amounts) Three month periods ended September 30 2024 2023 % Change |
Nine month periods ended September 30 2024 2023 % Change |
||
| Net income $ Weighted average number of Common Shares outstanding |
38.3 $ 39.1 (2.0) 87,703,145 88,737,882 (1.2) |
$ 93.4 $ 107.3 87,917,375 90,439,968 |
(12.9) (2.8) |
| Earnings per share – basic $ |
0.44 $ 0.44 — |
$ 1.06 $ 1.19 |
(10.9) |
Net income declined by $0.8 million to $38.3 million in the third quarter of 2024 as compared to $39.1 million during the same period in 2023. Net income decreased to $93.4 million in 2024 as compared to $107.3 million in 2023. The graphs below highlight each of the factors contributing to the change in net income.
Three month period ended September 30, 2024
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Nine month period ended September 30, 2024
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2024 THIRD QUARTER INTERIM REPORT
13
Basic earnings per share remained consistent at $0.44 in the third quarter of 2024 as compared to the same period in 2023. Basic earnings per share decreased to $1.06 in 2024 as compared to $1.19 in 2023. This decrease resulted from the effect of the $13.9 million decline in net income. The weighted average number of Common Shares outstanding decreased to 87,703,145 (YTD – 87,917,375) from 88,737,882 (YTD – 90,439,968) in 2023, which was due to the repurchase and cancellation of Common Shares under the NCIB.
Net Income – Adjusted[1] and Earnings per Share – Adjusted[1]
Net income – adjusted and earnings per share – adjusted were $35.8 million (YTD – $91.1 million) or $0.41 (YTD – $1.04) in 2024 as compared to $38.0 million (YTD – $104.0 million) or $0.43 (YTD – $1.15) in 2023, respectively. Management adjusted net income and earnings per share by excluding specific factors to more clearly reflect earnings from an operating perspective.
Subsequent Events
On October 22, 2024, Mullen Group used approximately $217.2 million of cash to repay certain notes that matured relating to its Private Placement Debt (as hereafter defined on page 31).
7121326 Manitoba Ltd. o/a Westman Courier and Freight – Effective October 1, 2024, we acquired all of the shares of 7121326 Manitoba Ltd. o/a Westman Courier and Freight (" Westman ") for total cash consideration of $7.7 million. Westman specializes in small parcel to full truckload service to and from communities throughout Manitoba and into Thunder Bay, Ontario. Westman operates a fleet of 75 trucks and vans with depots in Winnipeg, Brandon, Swan River, Dauphin, Thompson, and Thunder Bay. The acquisition of Westman aligns with our strategy of acquiring transportation and logistics companies. The financial results of Westman will be integrated into Gardewine Group Limited Partnership, which is included within the LTL segment.
Subsequent to September 30, 2024, until the date of this report, we repurchased 2,300 Common Shares at a total cost of $32,171.
[The remainder of this page intentionally left blank.]
1 Refer to the section entitled "Non-IFRS Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
14
SEGMENTED FINANCIAL RESULTS
THREE MONTH PERIODS ENDED
| Three month period ended September 30, 2024 (unaudited) ($ millions) |
|||
|---|---|---|---|
| Corporate and | |||
| intersegment | |||
| LTL L&W S&I US 3PL |
eliminations |
Total | |
| Revenue Direct operating expenses Sellingand administrative expenses |
$ $ $ $ |
$ | $ |
| 188.7 168.9 131.8 45.7 125.7 111.6 90.6 41.7 27.3 22.1 12.7 3.7 |
(3.1) (4.8) **6.11 ** |
532.0 364.8 71.9 |
|
| OIBDA | 35.7 35.2 28.5 0.3 |
(4.4) | 95.3 |
| Net capital expenditures2 | 5.4 (0.3) 3.4 — |
(0.3) | 8.2 |
| Three month period ended September 30, 2023 (unaudited) ($ millions) |
|||
|---|---|---|---|
| Corporate and | |||
| intersegment | |||
| LTL L&W S&I US 3PL |
eliminations |
Total | |
| Revenue Direct operating expenses Sellingand administrative expenses |
$ $ $ $ | $ | $ |
| 194.2 137.1 125.4 48.8 131.5 94.4 84.4 44.4 28.2 15.9 11.3 3.3 |
(1.5) (2.6) 4.63 |
504.0 352.1 63.3 |
|
| OIBDA | 34.5 26.8 29.7 1.1 |
(3.5) | 88.6 |
| Net capital expenditures2 | 9.3 6.1 4.7 — |
0.7 | 20.8 |
1 Includes a $1.3 million foreign exchange loss.
2 Refer to the section entitled "Other Financial Measures".
3 Includes a $0.3 million foreign exchange gain.
NINE MONTH PERIODS ENDED
| Nine month period ended September 30, 2024 (unaudited) ($ millions) |
||||||
|---|---|---|---|---|---|---|
| Corporate and | ||||||
| intersegment | ||||||
| LTL | L&W | S&I | US 3PL | eliminations |
Total | |
| Revenue Direct operating expenses Sellingand administrative expenses |
$ | $ | $ | $ | $ | $ |
| 561.0 374.3 82.7 |
446.1 300.6 58.8 |
353.3 246.9 37.7 |
137.0 125.1 10.3 |
(7.2) (11.3) **17.91 ** |
1,490.2 1,035.6 207.4 |
|
| OIBDA | 104.0 | 86.7 | 68.7 | 1.6 | (13.8) | 247.2 |
| Net capital expenditures2 | 20.7 | 8.9 | 8.2 | — | 2.7 | 40.5 |
| Nine month period ended September 30, 2023 (unaudited) ($ millions) |
||||||
|---|---|---|---|---|---|---|
| Corporate and | ||||||
| intersegment | ||||||
| LTL | L&W | S&I | US 3PL | eliminations |
Total | |
| Revenue Direct operating expenses Sellingand administrative expenses |
$ | $ | $ | $ | $ | $ |
| 580.4 394.2 85.4 |
424.1 290.4 50.8 |
345.5 240.7 34.1 |
150.6 136.6 10.8 |
(4.5) (10.0) 14.13 |
1,496.1 1,051.9 195.2 |
|
| OIBDA | 100.8 | 82.9 | 70.7 | 3.2 | (8.6) | 249.0 |
| Net capital expenditures2 | 26.5 | 17.3 | 14.3 | — | 5.9 | 64.0 |
1 Includes a $1.0 million foreign exchange loss.
2 Refer to the section entitled "Other Financial Measures".
3 Includes a $0.2 million foreign exchange loss.
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2024 THIRD QUARTER INTERIM REPORT
15
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----- Start of picture text -----
LTL
----- End of picture text -----
LESS-THAN-TRUCKLOAD
Highlights for the Quarter
The LTL segment is a strategic focus of our organization and remains the largest and most profitable segment in our group. Revenues were down by a modest 2.8 percent, or $5.5 million, during the quarter ended September 30, 2024, as compared to last year, primarily due to lower fuel surcharge revenue associated with the decline in diesel fuel prices year over year, and the demarketing of underperforming business. With overall freight demand generally flat with last year, we anticipated competition to intensify and pricing pressures to emerge. Despite these market conditions, we achieved our target of improving operating margin[1] by 1.0 percent, to 18.9 percent.
Market Outlook
In the absence of any sustained growth in the Canadian economy, we believe that overall LTL freight demand should remain stable, although we anticipate competitive pressures will negatively impact pricing. Our focus remains on reducing operating costs, enhancing our technology platforms to ensure we meet customer requirements, and through the efficient utilization of assets across our 11 Business Units. In addition, we believe acquisitions that add lane density and geographic expansion are key to improving margins.
Revenue
LTL
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| Company Contractors Other |
$ % |
$ % $ % |
$ % $ % |
$ % |
| 175.9 93.2 12.6 6.7 0.2 0.1 |
181.1 93.3 (5.2) (2.9) 12.5 6.4 0.1 0.8 0.6 0.3 (0.4) (66.7) |
514.7 91.7 535.5 92.3 45.7 8.1 43.8 7.5 0.6 0.2 1.1 0.2 |
(20.8) (3.9) 1.9 4.3 (0.5) (45.5) |
|
| Total | 188.7 100.0 |
194.2 100.0 (5.5) (2.8) |
561.0 100.0 580.4 100.0 |
(19.4) (3.3) |
-
QTD: Segment revenues were $188.7 million, a decrease of 2.8 percent or $5.5 million as compared to $194.2 million in 2023.
-
Fuel surcharge revenues decreased by $1.6 million to $33.8 million (excluding acquisitions).
-
Revenue from our Business Units (excluding fuel surcharge) declined by $3.9 million due to a softening in overall demand and from demarketing underperforming business resulting in a slight decline in revenue per working day.
-
YTD: Segment revenues were $561.0 million, a decrease of 3.3 percent or $19.4 million as compared to $580.4 million in 2023.
-
Fuel surcharge revenues declined by $8.7 million to $104.5 million (excluding acquisitions) due to lower diesel fuel prices.
-
Revenue from our Business Units (excluding fuel surcharge and acquisitions) declined by $18.0 million due to a slight decline in revenue per working day on
QTD: Revenue Per Working Day LTL
| (unaudited) ($ millions) |
2024 | 2023 Change |
|---|---|---|
| Revenue WorkingDays |
||
| $ 188.7 $ 62 |
194.2 $ (5.5) 62 — |
|
| Revenue Per Working Day |
$ 3.0 $ |
3.1 $ (0.1) |
| YTD: Revenue Per | Working Day LTL |
|---|---|
| (unaudited) ($ millions) |
2024 2023 Change |
| Revenue WorkingDays |
|
| $ 561.0 $ 580.4 $ (19.4) 188 188 — |
|
| Revenue Per Working Day |
$ 3.0 $ 3.1 $ (0.1) |
lower freight demand and from demarketing underperforming business.
- Acquisitions added $7.3 million of incremental revenues.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
16
Direct Operating Expenses
| LTL | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Company Wages and benefits Fuel Repairs and maintenance Purchased transportation Operating supplies Other Contractors |
$ %* |
$ %* $ % |
$ %* $ |
%* $ % |
| 40.2 22.9 13.9 7.9 16.8 9.6 40.4 23.0 2.6 1.5 4.6 2.5 |
42.6 23.5 (2.4) (5.6) 15.0 8.3 (1.1) (7.3) 17.7 9.8 (0.9) (5.1) 41.2 22.7 (0.8) (1.9) 2.7 1.5 (0.1) (3.7) 5.2 2.9 (0.6) (11.5) |
119.1 23.1 123.4 45.1 8.8 48.0 48.0 9.3 50.4 114.9 22.3 123.4 7.7 1.5 8.3 14.0 2.8 15.2 |
23.0 (4.3) (3.5) 9.0 (2.9) (6.0) 9.4 (2.4) (4.8) 23.0 (8.5) (6.9) 1.5 (0.6) (7.2) 3.0 (1.2) (7.9) |
|
| 118.5 67.4 7.2 57.1 |
124.4 68.7 (5.9) (4.7) 7.1 56.8 0.1 1.4 |
348.8 67.8 368.7 25.5 55.8 25.5 |
68.9 (19.9) (5.4) 58.2 — — |
|
| Total | 125.7 66.6 |
131.5 67.7 (5.8) (4.4) |
374.3 66.7 394.2 |
67.9 (19.9) (5.0) |
*as a percentage of respective LTL revenue
-
QTD: DOE decreased by $5.8 million to $125.7 million as compared to $131.5 million in 2023, primarily due to $5.5 million of lower segment revenue. As a percentage of segment revenue, DOE decreased by 1.1 percent to 66.6 percent from 67.7 percent in 2023.
-
Company costs decreased by $5.9 million mainly due to the $5.2 million decrease in Company revenue. As a percentage of Company revenue, these expenses decreased by 1.3 percent to 67.4 percent from 68.7 percent in 2023 due to more efficient operations, most notably from restructuring B&R's LTL operations.
-
Contractors costs increased by $0.1 million due to the $0.1 million increase in Contractors revenue. Contractors costs as a percentage of Contractors revenue increased slightly to 57.1 percent from 56.8 percent in 2023.
-
YTD: DOE declined by $19.9 million to $374.3 million as compared to $394.2 million in 2023, primarily due to a $19.4 million decline in segment revenue. As a percentage of segment revenue, DOE decreased by 1.2 percent to 66.7 percent from 67.9 percent in 2023.
-
Company costs decreased by $19.9 million mainly due to the $20.8 million decrease in Company revenue. As a percentage of Company revenue, these expenses decreased by 1.1 percent to 67.8 percent from 68.9 percent in 2023 due to more efficient operations, mainly from restructuring B&R's LTL operations.
-
Contractors costs remained consistent as compared to the prior year despite the $1.9 million increase in Contractors revenue. Contractors costs as a percentage of Contractors revenue decreased to 55.8 percent from 58.2 percent in 2023 due to the greater availability of subcontractors in certain markets.
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2024 THIRD QUARTER INTERIM REPORT
17
Selling and Administrative Expenses
LTL
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| Wages and benefits Communications, utilities and general supplies Profit share Foreign exchange Rent and other |
$ %* |
$ %* $ % |
$ % $ % |
$ % |
| 16.6 8.8 7.7 4.1 1.6 0.8 — — 1.4 0.8 |
17.6 9.1 (1.0) (5.7) 7.8 4.0 (0.1) (1.3) 1.6 0.8 — — — — — — 1.2 0.6 0.2 16.7 |
50.2 8.9 51.6 8.9 24.6 4.4 25.3 4.4 4.8 0.9 4.6 0.8 — — — — 3.1 0.5 3.9 0.6 |
(1.4) (2.7) (0.7) (2.8) 0.2 4.3 — — (0.8) (20.5) |
|
| Total | 27.3 14.5 |
28.2 14.5 (0.9) (3.2) |
82.7 14.7 85.4 14.7 |
(2.7) (3.2) |
- as a percentage of total LTL revenue
QTD: S&A expenses decreased by $0.9 million to $27.3 million as compared to $28.2 million in 2023.
-
The decrease in wages and benefits expenses resulted mainly from restructuring B&R's LTL operations.
-
Lower communications, utilities and general supplies costs were due to cost control measures.
-
As a percentage of segment revenue, these expenses remained consistent at 14.5 percent as compared to the prior year period.
-
YTD: S&A expenses decreased by $2.7 million to $82.7 million as compared to $85.4 million in 2023.
-
The decrease in wages and benefits expenses resulted from restructuring B&R's LTL operations.
-
Lower rent, communications, utilities and general supplies costs were due to cost control measures.
-
As a percentage of segment revenue, these expenses remained consistent on a year over year basis at 14.7 percent as our Business Units were able to adapt their cost structures to the impact of lower segment revenues.
OIBDA
-
QTD: Segment OIBDA was $35.7 million, an increase of $1.2 million, or 3.5 percent, as compared to $34.5 million in 2023 due to more efficient operations and from implementing cost control measures.
-
Operating margin[1] improved by 1.1 percent to 18.9 percent as compared to 17.8 percent in the prior year period, primarily due to lower DOE resulting from more efficient operations.
-
YTD: Segment OIBDA was $104.0 million, an increase of $3.2 million, or 3.2 percent, as compared to $100.8 million in 2023 due to $1.5 million of incremental OIBDA from the B&R acquisition and lower DOE as a percentage of revenue.
-
Operating margin[1] improved by 1.1 percent to 18.5 percent as compared to 17.4 percent in the prior year period, primarily due to lower DOE resulting from more efficient operations.
Capital Expenditures
| LTL | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Purchase of property, plant and equipment Proceeds on sale of property, plant and equipment |
$ | $ $ | $ $ |
$ |
| 6.2 (0.8) |
9.7 (3.5) (0.4) (0.4) |
22.2 27.7 (1.5) (1.2) |
(5.5) (0.3) |
|
| Net capital expenditures1 | 5.4 | 9.3 (3.9) |
20.7 26.5 |
(5.8) |
- The majority of the capital invested in 2024 consisted of trucks and trailers to support growth opportunities as well as replace older less efficient equipment.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
18
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----- Start of picture text -----
L&W
----- End of picture text -----
LOGISTICS & WAREHOUSING
Highlights for the Quarter
The trucking and warehousing industry continues to face significant near-term challenges due to a combination of demand and supply issues. On the demand side, overall freight shipments, in most verticals, were flat with prior year levels. However, many carriers added significant fleet capacity during the last business cycle, most notably in the long-haul sector of the industry. As a result, pricing pressures have intensified throughout 2024. Despite these market headwinds, the L&W segment generated solid revenue growth primarily due to the acquisition of ContainerWorld. In addition, our two largest Business Units in the segment, Bandstra Transportation and Kleysen Group, generated strong results once again.
Market Outlook
We expect overall market conditions to remain challenging for the foreseeable future, primarily, we believe, due to high interest rates and a reluctance by the private sector to invest in new capital projects in Canada. Furthermore, in the absence of a demand recovery or a significant reduction in capacity occurs, we believe the markets will remain very competitive and prices will be depressed. We will mitigate these market challenges by realigning Business Units, focusing on costs, and through acquisitions, like ContainerWorld, which we believe will drive growth for the balance of 2024. And we continue to evaluate opportunities that are complementary to our existing Business Units, where we can realize synergies and improve profitability.
Revenue
L&W
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| Company Contractors Other |
$ % |
$ % $ % |
$ % $ % |
$ % |
| 100.4 59.4 67.1 39.7 1.4 0.9 |
65.2 47.6 35.2 54.0 71.5 52.2 (4.4) (6.2) 0.4 0.2 1.0 250.0 |
250.8 56.2 202.6 47.8 192.5 43.2 220.2 51.9 2.8 0.6 1.3 0.3 |
48.2 23.8 (27.7) (12.6) 1.5 115.4 |
|
| Total | 168.9 100.0 |
137.1 100.0 31.8 23.2 |
446.1 100.0 424.1 100.0 |
22.0 5.2 |
QTD: Segment revenues were $168.9 million, an increase of 23.2 percent, or $31.8 million as compared to $137.1 million in 2023 and was due to the following:
-
Acquisitions added $33.6 million of incremental revenues, which was the main contributor to the increase in revenue per day.
-
Revenue from our Business Units (excluding acquisitions and fuel surcharge) declined by $1.4 million due to a softer environment for freight and logistics demand as suppliers and
| QTD: Revenue Per | Working Day L&W | Working Day L&W |
|---|---|---|
| (unaudited) ($ millions) |
2024 | 2023 Change |
| Revenue WorkingDays |
||
| $ 168.9 62 |
$ 137.1 $ 31.8 62 — |
|
| Revenue Per Working Day |
$ 2.7 |
$ 2.2 $ 0.5 |
manufacturers continued to remain reluctant on increasing inventory levels in 2024 as well as a lack of capital investment in Canada. Revenues also declined from competitive pricing in certain markets.
-
Fuel surcharge revenue decreased by $0.4 million to $15.8 million.
-
YTD: Segment revenues were $446.1 million, an increase of 5.2 percent, or $22.0 million as compared to $424.1 million in 2023 and was due to the following:
-
Acquisitions added $55.8 million of incremental revenues.
-
Revenue from our Business Units (excluding acquisitions and fuel surcharge) declined by $29.0 million due to the ongoing freight recession and from a more competitive pricing environment in certain markets.
| YTD: Revenue Per | Working Day L&W | Working Day L&W |
|---|---|---|
| (unaudited) ($ millions) |
2024 | 2023 Change |
| Revenue WorkingDays |
||
| $ 446.1 188 |
$ 424.1 $ 22.0 188 — |
|
| Revenue Per Working Day |
$ 2.4 |
$ 2.3 $ 0.1 |
- Fuel surcharge revenue decreased by $4.8 million to $44.3 million in 2024 due to lower diesel fuel prices.
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2024 THIRD QUARTER INTERIM REPORT
19
Direct Operating Expenses
| L&W | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Company Wages and benefits Fuel Repairs and maintenance Purchased transportation Operating supplies Other Contractors |
$ %* |
$ %* $ % |
$ %* $ |
%* $ % |
| 21.4 21.3 6.2 6.2 8.0 8.0 19.4 19.3 5.6 5.6 3.3 3.2 |
14.9 22.9 6.5 43.6 5.7 8.7 0.5 8.8 6.9 10.6 1.1 15.9 8.8 13.5 10.6 120.5 4.6 7.1 1.0 21.7 2.0 3.0 1.3 65.0 |
53.8 21.5 43.7 17.5 7.0 17.0 23.1 9.2 21.6 42.5 16.9 26.0 17.8 7.1 18.0 7.9 3.1 6.2 |
21.6 10.1 23.1 8.4 0.5 2.9 10.7 1.5 6.9 12.8 16.5 63.5 8.9 (0.2) (1.1) 3.0 1.7 27.4 |
|
| 63.9 63.6 47.7 71.1 |
42.9 65.8 21.0 49.0 51.5 72.0 (3.8) (7.4) |
162.6 64.8 132.5 138.0 71.7 157.9 |
65.4 30.1 22.7 71.7 (19.9) (12.6) |
|
| Total | 111.6 66.1 |
94.4 68.9 17.2 18.2 |
300.6 67.4 290.4 |
68.5 10.2 3.5 |
*as a percentage of respective L&W revenue
-
QTD: DOE increased by $17.2 million to $111.6 million as compared to $94.4 million in 2023, primarily due to the $31.8 million increase in segment revenue. As a percentage of segment revenue, DOE decreased by 2.8 percent to 66.1 percent from 68.9 percent in 2023.
-
Company costs increased by $21.0 million and was mainly due to higher Company revenue. As a percentage of Company revenue, these expenses decreased by 2.2 percent to 63.6 percent from 65.8 percent in 2023 due to lower fuel, and repairs and maintenance costs as well as implementing other cost control measures. Purchased transportation costs increased due to the financial results at ContainerWorld who utilizes a greater proportion of third-party subcontractors within their operations.
-
Contractors costs declined by $3.8 million to $47.7 million due to the $4.4 million decrease in Contractors revenue. Contractors costs as a percentage of Contractors revenue decreased by 0.9 percent to 71.1 percent from 72.0 percent in 2023 due to the greater availability of subcontractors in certain markets.
-
YTD: DOE increased by $10.2 million to $300.6 million as compared to $290.4 million in 2023, primarily due to the $22.0 million increase in segment revenue. As a percentage of segment revenue, DOE decreased by 1.1 percent to 67.4 percent from 68.5 percent in 2023.
-
Company costs increased by $30.1 million on higher Company revenue mainly resulting from acquisitions. As a percentage of Company revenue, these expenses decreased by 0.6 percent to 64.8 percent from 65.4 percent in 2023 due to lower fuel, and repairs and maintenance costs.
-
Contractors costs declined by $19.9 million to $138.0 million due to the $27.7 million decrease in Contractors revenue. Contractors costs as a percentage of Contractors revenue remained consistent at 71.7 percent despite a more competitive operating environment in 2024.
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2024 THIRD QUARTER INTERIM REPORT
20
Selling and Administrative Expenses
| L&W | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Wages and benefits Communications, utilities and general supplies Profit share Foreign exchange Rent and other |
$ %* |
$ %* $ % |
$ % $ % |
$ % |
| 13.4 7.9 6.0 3.6 1.9 1.1 0.1 0.1 0.7 0.4 |
10.6 7.7 2.8 26.4 3.6 2.6 2.4 66.7 1.6 1.2 0.3 18.8 (0.2) (0.1) 0.3 (150.0) 0.3 0.2 0.4 133.3 |
36.5 8.2 32.2 7.6 15.6 3.5 12.1 2.9 5.0 1.1 5.5 1.3 (0.5) (0.1) (0.2) — 2.2 0.5 1.2 0.2 |
4.3 13.4 3.5 28.9 (0.5) (9.1) (0.3) 150.0 1.0 83.3 |
|
| Total | 22.1 13.1 |
15.9 11.6 6.2 39.0 |
58.8 13.2 50.8 12.0 |
8.0 15.7 |
- as a percentage of total L&W revenue
QTD: S&A expenses increased by $6.2 million to $22.1 million as compared to $15.9 million in 2023.
-
The increase of $6.2 million was mainly due to $5.7 million of incremental S&A expenses from acquisitions and higher inflationary costs associated with wages, utilities and general supplies.
-
As a percentage of segment revenue, these expenses increased to 13.1 percent from 11.6 percent last year and was mainly due to higher S&A expenses from acquisitions.
YTD:
-
S&A expenses increased by $8.0 million to $58.8 million as compared to $50.8 million in 2023.
-
The increase of $8.0 million was due to $10.0 million of incremental S&A expenses from acquisitions being somewhat offset by cost control measures, a $0.3 million positive variance in foreign exchange and a $0.5 million decrease in profit share.
-
As a percentage of segment revenue, these expenses increased to 13.2 percent from 12.0 percent last year as most Business Units, owned for more than one year, generated less revenue combined with the relatively fixed nature of S&A expenses.
OIBDA
QTD: Segment OIBDA was $35.2 million, an increase of $8.4 million, or 31.3 percent, as compared to $26.8 million in 2023 due to the following factors:
-
Acquisitions added $6.4 million of incremental OIBDA.
-
OIBDA generated by our Business Units, owned for more than one year, improved by $2.0 million due to more efficient operations resulting in lower DOE.
-
Operating margin[1] improved by 1.3 percent to 20.8 percent as compared to 19.5 percent in the prior year period, primarily due to the impact of lower DOE being somewhat offset by higher S&A costs.
-
YTD: Segment OIBDA was $86.7 million, an increase of $3.8 million, or 4.6 percent, as compared to $82.9 million in 2023 due to the increase in segment revenue.
-
Acquisitions added $10.6 million of incremental OIBDA.
-
OIBDA generated by our Business Units, owned for more than one year, declined by $6.0 million due to a more competitive operating environment in 2024.
-
Operating margin[1] remained relatively consistent at 19.4 percent as compared to 19.5 percent in the prior year period, primarily due to a more competitive pricing environment and higher S&A expenses as a percentage of segment revenue.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
21
Capital Expenditures
| L&W | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month 2024 |
periods ended September 30 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|
| Purchase of property, plant and equipment Proceeds on sale of property, plant and equipment |
$ | $ $ | $ $ |
$ |
| 0.7 (1.0) |
6.9 (6.2) (0.8) (0.2) |
11.1 19.7 (2.2) (2.4) |
(8.6) 0.2 |
|
| Net capital expenditures1 | (0.3) | 6.1 (6.4) |
8.9 17.3 |
(8.4) |
• The majority of the capital invested in 2024 consisted of trucks, trailers and various pieces of operating equipment to replace older less efficient equipment.
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S&I
----- End of picture text -----
SPECIALIZED & INDUSTRIAL SERVICES
Highlights for the Quarter
The S&I segment performed reasonably well in the third quarter despite volatility with commodity prices, owing to the diversity of operations within this operating segment. In terms of revenue, the Business Units tied to production services, plant maintenance and turnaround work, reported increased revenues as compared to the same period last year, as did our Business Units tied to drilling related services. Offsetting these increases were declines in revenues from Premay Pipeline as work tied to pipeline construction activity had completed in prior periods and was not replaced. From an OIBDA perspective, margins were off slightly, which was a combination of the improved results from our Business Units that performed maintenance and turnaround work, offset by a reduction in higher margin pipeline related work. In addition, OIBDA was negatively impacted by certain one-time costs associated with the closure of OK Drilling Services L.P. (" OK Drilling ").
Market Outlook
We continue to monitor global geopolitical issues that impact the supply/demand fundamentals of commodity prices and ultimately our S&I segment. There is still little evidence of any new capital investment in larger scale resource development in Canada any time soon, however, it appears that producers in western Canada will be maintaining production at current levels, subject to any material impacts to commodity pricing. There are no major maintenance and turnaround projects scheduled for the final quarter of 2024 and we expect activity levels to remain steady for the balance of the year. As we enter the 2025 budgeting and capital planning cycle, we will be monitoring our customers' capital spending plans to ensure alignment with our 2025 business planning process and invest accordingly, remaining focused on margin over market share and the optimization of asset utilization in each of our Business Units. As we had reported in the prior quarter, we would be exiting business lines that did not meet return on investment requirements and we are currently winding down our drilling operations, TREO Drilling Services and OK Drilling, and are actively reviewing other business lines within the segment.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
22
Revenue
| S&I | |||||||
|---|---|---|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|||||
| Company Contractors Other |
$ % |
$ % $ % |
$ | % $ % |
$ % | ||
| 103.7 78.7 26.6 20.2 1.5 1.1 |
99.2 79.1 4.5 4.5 25.8 20.6 0.8 3.1 0.4 0.3 1.1 275.0 |
277.2 72.9 3.2 |
78.5 270.0 78.1 20.6 74.5 21.6 0.9 1.0 0.3 |
7.2 2.7 (1.6) (2.1) 2.2 220.0 |
|||
| Total | 131.8 100.0 |
125.4 100.0 6.4 5.1 |
353.3 | 100.0 345.5 100.0 |
7.8 2.3 |
||
| QTD: Segment revenues were $131.8 million, an increase of 5.1 percent, or $6.4 million as compared to $125.4 million in 2023. • Greater activity levels in the Western Canadian Sedimentary Basin ("WCSB") resulted in higher revenue from our production services Business Units due to the commencement of certain projects related to facility maintenance and |
|||||||
| QTD: Revenue Per | Working Day S&I | ||||||
| (unaudited) ($ millions) |
2024 | 2023 Change |
|||||
| Revenue WorkingDays |
|||||||
| $ 131.8 $ 62 |
125.4 $ 6.4 62 — |
||||||
| Revenue Per Working Day |
$ 2.1 $ |
2.0 $ 0.1 |
-
Greater activity levels in the Western Canadian Sedimentary Basin (" WCSB ") resulted in higher revenue from our Revenue $ 131.8 $ 125.4 $ 6.4 production services Business Units due to Working Days 62 62 — the commencement of certain projects Revenue Per related to facility maintenance and Working Day $ 2.1 $ 2.0 $ 0.1 turnaround work. The drilling related services Business Units also experienced higher revenues due to increased demand for their services being somewhat offset by lower revenue at OK Drilling as we commenced the windup of its operating activities.
-
The substantial completion of TMX and CGL led to lower activity levels resulting in a $4.4 million reduction in revenue for pipeline hauling and stringing services at Premay Pipeline. Canadian Dewatering L.P. (" Canadian Dewatering ") also experienced lower demand for dewatering services and Smook Contractors Ltd. (" Smook ") experienced lower demand for civil construction services in northern Manitoba.
-
Fuel surcharge revenue increased by $0.4 million to $2.2 million as compared to the prior year period.
YTD: Segment revenues were $353.3 million, an increase of 2.3 percent, or $7.8 million as compared to $345.5 million in 2023.
- Greater activity levels in the WCSB resulted in higher revenue by our drilling related services Business Units while revenues within our production services Business Units increased due to the commencement of facility turnaround work.
YTD: Revenue Per Working Day S&I
| (unaudited) ($ millions) |
2024 | 2023 Change |
|---|---|---|
| Revenue WorkingDays |
||
| $ 353.3 $ 188 |
345.5 $ 7.8 188 — |
|
| Revenue Per Working Day |
$ 1.9 $ |
1.8 $ 0.1 |
-
Acquisitions also added $17.9 million of incremental revenue.
-
The substantial completion of TMX and CGL led to lower activity levels resulting in a $21.6 million reduction in revenue for Premay Pipeline and a $4.3 million decrease at Canadian Dewatering. Smook also experienced a $5.9 million decline in revenue.
-
Fuel surcharge revenue decreased by $0.7 million to $6.2 million as compared to the prior year period.
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2024 THIRD QUARTER INTERIM REPORT
23
Direct Operating Expenses
| S&I | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Company Wages and benefits Fuel Repairs and maintenance Purchased transportation Operating supplies Other Contractors |
$ %* |
$ %* $ % |
$ %* $ |
%* $ % |
| 25.7 24.8 6.6 6.4 14.8 14.3 6.1 5.9 11.5 11.1 3.7 3.5 |
24.7 24.9 1.0 4.0 6.4 6.5 0.2 3.1 15.4 15.5 (0.6) (3.9) 3.0 3.0 3.1 103.3 11.1 11.2 0.4 3.6 2.2 2.2 1.5 68.2 |
67.8 24.5 68.0 20.4 7.4 18.7 44.1 15.9 44.9 15.6 5.6 5.8 30.8 11.1 35.2 8.2 2.9 6.3 |
25.2 (0.2) (0.3) 6.9 1.7 9.1 16.6 (0.8) (1.8) 2.1 9.8 169.0 13.0 (4.4) (12.5) 2.5 1.9 30.2 |
|
| 68.4 66.0 22.2 83.5 |
62.8 63.3 5.6 8.9 21.6 83.7 0.6 2.8 |
186.9 67.4 178.9 60.0 82.3 61.8 |
66.3 8.0 4.5 83.0 (1.8) (2.9) |
|
| Total | 90.6 68.7 |
84.4 67.3 6.2 7.3 |
246.9 69.9 240.7 |
69.7 6.2 2.6 |
*as a percentage of respective S&I revenue
-
QTD: DOE increased by $6.2 million to $90.6 million as compared to $84.4 million in 2023. The increase of $6.2 million was due to the $6.4 million increase in segment revenue. As a percentage of segment revenue, DOE increased by 1.4 percent to 68.7 percent from 67.3 percent in 2023 due to higher Company costs.
-
Company costs increased in absolute dollar terms due to the year over year increase in Company revenue. Company costs increased as a percentage of Company revenue due to a reduction of higher margin business.
-
Contractors costs increased in absolute dollar terms due to the increase in Contractors revenue. Contractors costs, as a percentage of Contractors revenue decreased as compared to the corresponding prior year period due to the greater availability of subcontractors in certain markets.
-
YTD: DOE increased by $6.2 million to $246.9 million as compared to $240.7 million in 2023. The increase of $6.2 million was due to the $7.8 million increase in segment revenue. As a percentage of segment revenue, DOE increased by 0.2 percent to 69.9 percent from 69.7 percent in 2023 due to higher Company costs.
-
Company costs increased in absolute dollar terms due to the increase in Company revenue. Company costs increased as a percentage of Company revenue due to higher purchased transportation costs resulting from the operations at B&R and from using subcontractors for certain facility maintenance turnaround work.
-
Contractors costs decreased in absolute dollar terms due to the decline in Contractors revenue. Contractors costs, as a percentage of Contractors revenue decreased as compared to the corresponding prior year period due to the greater availability of subcontractors in certain markets.
Selling and Administrative Expenses
S&I
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| Wages and benefits Communications, utilities and general supplies Profit share Foreign exchange Rent and other |
$ %* |
$ %* $ % |
$ % $ % |
$ % |
| 7.2 5.5 3.7 2.8 1.4 1.1 — — 0.4 0.2 |
6.1 4.9 1.1 18.0 3.3 2.6 0.4 12.1 1.6 1.3 (0.2) (12.5) — — — — 0.3 0.2 0.1 33.3 |
21.6 6.1 18.0 5.2 11.7 3.3 10.7 3.1 3.5 1.0 4.0 1.2 — — — — 0.9 0.3 1.4 0.4 |
3.6 20.0 1.0 9.3 (0.5) (12.5) — — (0.5) (35.7) |
|
| Total | 12.7 9.6 |
11.3 9.0 1.4 12.4 |
37.7 10.7 34.1 9.9 |
3.6 10.6 |
- as a percentage of total S&I revenue
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2024 THIRD QUARTER INTERIM REPORT
24
QTD: S&A expenses were $12.7 million as compared to $11.3 million in 2023.
-
The increase of $1.4 million was due to $1.5 million of higher inflationary and severance costs associated with wages, utilities and general supplies.
-
As a percentage of segment revenue, these expenses increased to 9.6 percent as compared to 9.0 percent in 2023.
-
YTD: S&A expenses were $37.7 million as compared to $34.1 million in 2023.
-
The increase of $3.6 million was due to $2.4 million of incremental S&A expenses from acquisitions and higher inflationary costs associated with wages, utilities and general supplies.
-
As a percentage of segment revenue, these expenses increased to 10.7 percent as compared to 9.9 percent in 2023.
OIBDA
-
QTD: Segment OIBDA was $28.5 million, a decrease of $1.2 million as compared to $29.7 million in 2023. The production services Business Units experienced an increase in OIBDA due to the commencement of certain projects. This increase was somewhat offset by lower OIBDA at Premay Pipeline and Canadian Dewatering on reduced activity levels and from lower OIBDA from our drilling related services Business Units as OK Drilling experienced certain windup costs.
-
Operating margin[1] decreased to 21.6 percent as compared to 23.7 percent in 2023 on higher DOE due to a reduction in higher margin business and from higher S&A costs.
-
YTD: Segment OIBDA was $68.7 million, a decrease of $2.0 million as compared to $70.7 million in 2023. Acquisitions added $2.1 million of incremental OIBDA. The drilling related services Business Units improved OIBDA as compared to 2023 while the production services Business Units also experienced higher OIBDA due to certain project work. These increases were somewhat offset by lower OIBDA at Premay Pipeline. Canadian Dewatering experienced lower OIBDA due to a change in sales mix and from lower demand for dewatering services.
-
Operating margin[1] decreased to 19.4 percent as compared to 20.5 percent in 2023 due to the combination of higher DOE as a percentage of segment revenue and higher S&A expenses.
Capital Expenditures
| S&I | ||||
|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
||
| Purchase of property, plant and equipment Proceeds on sale of property, plant and equipment |
$ | $ $ | $ $ |
$ |
| 5.1 (1.7) |
7.1 (2.0) (2.4) 0.7 |
14.6 21.2 (6.4) (6.9) |
(6.6) 0.5 |
|
| Net capital expenditures1 |
3.4 | 4.7 (1.3) |
8.2 14.3 |
(6.1) |
- The majority of the capital invested in 2024 mainly consisted of operating equipment for those Business Units involved in the transportation of fluids, servicing of wells and drilling related services. Canadian Dewatering also replenished some water management equipment.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
25
==> picture [60 x 25] intentionally omitted <==
----- Start of picture text -----
US 3PL
----- End of picture text -----
U.S. & INTERNATIONAL LOGISTICS
Highlights for the Quarter
The 3PL industry in the U.S. continued to experience headwinds in the third quarter. A combination of freight volumes remaining stagnant with an excess supply of trucking capacity created a very competitive operating environment. HAUListic's results reflect this market. While HAUListic's business model allows it to aggressively negotiate pricing with contract carriers, the slight decline in revenue recorded in the third quarter as compared to the same period last year, resulted in a decrease in operating margin[1] due mainly to the fixed nature of the S&A expenses. HAUListic remained diligent on enhancing its proprietary transportation management system (" TMS ") – SilverExpress[TM] , and the recruitment of independent sales agents, both of which will support HAUListic's longer term operations when markets come more into balance.
Market Outlook
We expect the 3PL industry to remain challenged for the balance of the year as the supply/demand fundamentals of excess trucking capacity coupled with not enough freight volume continue to play out, however, we are not foreseeing any material reduction in revenues. HAUListic remains committed to its business model, the continued enhancement of the SilverExpress[TM] TMS through artificial intelligence (" AI ") and the recruiting campaign focused on independent sales agents, which is targeted at former employees of large 3PLs that have downsized their respective sales forces.
Revenue
| US 3PL | |||||||
|---|---|---|---|---|---|---|---|
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|||||
| Company Contractors Other |
$ % |
$ % $ % |
$ | % $ % |
$ % | ||
| — — 45.7 100.0 — — |
— — — — 48.8 100.0 (3.1) (6.4) — — — — |
— 137.0 — |
— — — 100.0 150.6 100.0 — — — |
— — (13.6) (9.0) — — |
|||
| Total | 45.7 100.0 |
48.8 100.0 (3.1) (6.4) |
137.0 | 100.0 150.6 100.0 |
(13.6) (9.0) |
||
| QTD: Segment revenue decreased by $3.1 million to $45.7 million as compared to $48.8 million in 2023 due to lower freight demand for full truckload shipments and lower pricing per shipment resulting from the ongoing competitive operating environment in the U.S. market. |
|||||||
| QTD: Revenue Per | Working Day US 3PL | ||||||
| (unaudited) ($ millions) |
2024 | 2023 Change |
|||||
| Revenue WorkingDays |
|||||||
| $ 45.7 $ 62 |
48.8 $ (3.1) 62 — |
||||||
| Revenue Per Working Day |
$ 0.7 $ |
0.8 $ (0.1) |
YTD: Revenue Per Working Day US 3PL
YTD: Segment revenue decreased by $13.6 million to $137.0 million as compared to $150.6 million in 2023 due to the ongoing competitive operating environment in the U.S. market.
| (unaudited) ($ millions) |
2024 | 2023 Change |
|---|---|---|
| Revenue WorkingDays |
$ 137.0 $ 188 |
|
| 150.6 $ (13.6) 188 — |
||
| Revenue Per Working Day |
$ 0.7 $ |
0.8 $ (0.1) |
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
26
Direct Operating Expenses
US 3PL
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| Company Wages and benefits Fuel Repairs and maintenance Purchased transportation Operating supplies Other Contractors |
$ %* |
$ %* $ % |
$ %* $ |
%* $ % |
| — — — — — — — — — — 0.2 — |
— — — — — — — — — — — — — — — — — — — — 0.2 — — — |
— — — — — — — — — — — — — — — 0.7 — 0.6 |
— — — — — — — — — — — — — — — — 0.1 16.7 |
|
| 0.2 — 41.5 90.8 |
0.2 — — — 44.2 90.6 (2.7) (6.1) |
0.7 — 0.6 124.4 90.8 136.0 |
— 0.1 16.7 90.3 (11.6) (8.5) |
|
| Total | 41.7 91.2 |
44.4 91.0 (2.7) (6.1) |
125.1 91.3 136.6 |
90.7 (11.5) (8.4) |
*as a percentage of respective US 3PL revenue
-
QTD: DOE were $41.7 million as compared to $44.4 million in 2023. The decrease of $2.7 million was due to the $3.1 million decrease in segment revenue.
-
As a percentage of segment revenue, DOE remained relatively consistent in 2024 as compared to the prior year period due to the timing of when contract freight rates were entered into with customers as compared to spot market pricing and the availability of contractors in the open market, which resulted in lower margins.
-
YTD: DOE were $125.1 million as compared to $136.6 million in 2023. The decrease of $11.5 million was due to the $13.6 million decrease in segment revenue.
-
As a percentage of segment revenue, DOE increased in 2024 as compared to the prior year period due to lower margins recognized on contracted freight shipments.
Selling and Administrative Expenses
US 3PL
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 Change |
Three month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
Nine month periods ended September 30 2024 2023 Change |
|---|---|---|---|---|
| Wages and benefits Communications, utilities and general supplies Profit share Foreign exchange Rent and other |
$ %* |
$ %* $ % |
$ % $ % |
$ % |
| 2.4 5.3 0.8 1.8 0.1 0.2 0.1 0.2 0.3 0.6 |
2.4 4.9 — — 0.7 1.4 0.1 14.3 — — 0.1 — (0.2) (0.4) 0.3 (150.0) 0.4 0.9 (0.1) (25.0) |
7.3 5.3 7.2 4.8 2.3 1.7 2.6 1.7 0.1 0.1 0.1 0.1 (0.2) (0.1) — — 0.8 0.5 0.9 0.6 |
0.1 1.4 (0.3) (11.5) — — (0.2) — (0.1) (11.1) |
|
| Total | 3.7 8.1 |
3.3 6.8 0.4 12.1 |
10.3 7.5 10.8 7.2 |
(0.5) (4.6) |
-
as a percentage of total US 3PL revenue
-
QTD: S&A expenses were $3.7 million as compared to $3.3 million in 2023. The increase of $0.4 million was mainly due to a negative variance in foreign exchange.
-
As a percentage of segment revenue, S&A expenses increased as compared to the prior year due to the combination of lower segment revenue and the relatively fixed nature of S&A expenses.
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2024 THIRD QUARTER INTERIM REPORT
27
-
YTD: S&A expenses were $10.3 million as compared to $10.8 million in 2023. The decrease of $0.5 million was due to a positive variance in foreign exchange and from lower general supplies costs resulting from cost control measures.
-
As a percentage of segment revenue, S&A expenses remained relatively consistent compared to the prior year.
OIBDA
-
QTD: Segment OIBDA was $0.3 million, a decrease of $0.8 million as compared to $1.1 million in 2023, primarily due to lower segment revenue.
-
Operating margin[1] declined in the third quarter primarily due to higher S&A expenses as a percentage of revenue.
-
• Operating margin[1] as a percentage of net revenue[2] was 7.5 percent as compared to 25.0 percent in 2023.
-
YTD: Segment OIBDA was $1.6 million, a decrease of $1.6 million as compared to $3.2 million in 2023, primarily due to lower segment revenue.
-
Operating margin[1] declined to 1.2 percent from 2.1 percent in 2023, primarily due to higher DOE as a percentage of revenue.
-
Operating margin[1] as a percentage of net revenue[2] was 13.4 percent as compared to 22.9 percent in 2023.
Capital Expenditures
This asset light operating segment did not have any capital expenditures or dispositions and therefore generates cash in excess of its operating needs.
CORPORATE
The Corporate Office recorded a loss of $4.4 million in the third quarter of 2024 as compared to a loss of $3.5 million in 2023. The $0.9 million increase was mainly attributable to a $1.6 million negative variance in foreign exchange, which was somewhat offset by cost control measures.
The Corporate Office recorded a loss of $13.8 million in the first nine months of 2024 as compared to a loss of $8.6 million for the same period in 2023. The $5.2 million increase was mainly attributable to a $0.8 million negative variance in foreign exchange, higher professional fees associated with restructuring the Corporation's balance sheet and acquisitions, higher information technology costs, and from a lower annual distribution received from our equity investments.
[The remainder of this page intentionally left blank.]
1 Refer to the section entitled "Other Financial Measures".
2 Refer to the section entitled "Non-IFRS Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
28
CAPITAL RESOURCES AND LIQUIDITY
Consolidated Cash Flow Summary
| ($ millions) | Nine month periods ended September 30 | Nine month periods ended September 30 |
|---|---|---|
| 2024 | 2023 | |
| Net cash from operating activities Net cash from (used in) financing activities Net cash used in investingactivities |
$ 184.7 $ 223.2 (66.3) |
171.8 (85.2) (86.1) |
| Change in cash and cash equivalents Effect of exchange rate fluctuations on cash held Cash and cash equivalents, beginningofperiod |
341.6 0.5 2.3 |
0.5 0.1 8.8 |
| Cash and cash equivalents, end of period | $ 344.4 $ |
9.4 |
Sources and Uses of Cash
Cash From Operating Activities
We continue to generate cash in excess of our operating needs by generating net cash from operating activities of $184.7 million in 2024 as compared to $171.8 million in 2023. The increase of $12.9 million was mainly due to a reduction in the amount of income tax paid in 2024 as compared to 2023, which was somewhat offset by using more cash to finance working capital requirements in 2024 as compared to 2023 and from slightly lower OIBDA.
Cash From (Used In) Financing Activities
Net cash from financing activities was $223.2 million in 2024 as compared to using $85.2 million in 2023. The $308.4 million year over year variance was mainly due to issuing the 2024 Notes (as hereafter defined on page 31) for $399.3 million. In addition, there was a decrease in cash used to repurchase and cancel Common Shares under the NCIB, from a decrease in cash used to repay debt due to the 2023 debt repaid on the B&R acquisition and from a slight decrease in dividends paid to common shareholders due to a reduction in the number of Common Shares outstanding. The issuance of the 2024 Notes and the decreases in cash being used was somewhat offset by the change in the amounts being borrowed and repaid on our Bank Credit Facilities (as hereafter defined on page 32), a greater amount of cash used to repay lease liabilities and pay interest obligations.
Cash Used In Investing Activities
Net cash used in investing activities decreased to $66.3 million in 2024 as compared to $86.1 million in 2023. This $19.8 million decrease was mainly due to a $23.5 million decrease in net capital expenditures[1] being somewhat offset by higher acquisition costs.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
29
The following charts present the sources and uses of cash for comparative purposes.
Nine month period ended September 30, 2024
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Nine month period ended September 30, 2023
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Working Capital
At September 30, 2024, we had $296.8 million of working capital as compared to a $119.1 million working capital deficit as at December 31, 2023. Working capital included $344.4 million of cash and cash equivalents as a result of the Offering (as hereafter defined on page 31). This working capital also included a current liability of $245.9 million related to the current portion of long-term debt. The majority of the current portion of long-term debt was due to certain notes under the Private Placement Debt (as hereafter defined on page 31) that matured on October 22, 2024. Some of our Cross-Currency Swaps matured in conjunction with the maturity of the notes under the Private Placement Debt. These Cross-Currency Swaps and a portion of the $344.4 million of cash and cash equivalents was used to repay the notes that matured on October 22, 2024. Mullen Group also has $525.0 million of borrowing capacity on its undrawn New Bank Credit Facilities (as hereafter defined on page 32). This working capital, the New Bank Credit Facilities, and the anticipated cash flow from operating activities in 2024 are available to finance ongoing working capital requirements, the NCIB program, the 2024 dividend, the 2024 capital budget, as well as various special projects and acquisition opportunities.
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2024 THIRD QUARTER INTERIM REPORT
30
DEBT AND CONTRACTUAL OBLIGATIONS
Private Placement Debt
The details of our debt issued in 2014 (the " Private Placement Debt ") can be found on page 41 of the 2023 MD&A. As at September 30, 2024, our Private Placement Debt has not changed significantly from those details.
Mullen Group, has financial covenants associated with its Private Placement Debt. As evidenced by the table below, we are in compliance with our financial covenants.
| compliance with our financial covenants. | |||
|---|---|---|---|
| Financial Covenants | Financial Covenant Threshold |
September 30 2024 June 30 2024 March 31 2024 |
December 31 2023 |
| Private Placement Debt Covenants (a) Total net debt1to operating cash flow cannot exceed (b) Total earnings available for fixed charges to total fixed charges cannot be less than |
3.50:1 1.75:1 |
3.20:1 2.36:1 1.94:1 8.84:1 9.82:1 9.93:1 |
1.83:1 10.51:1 |
1 Refer to the section entitled "Other Financial Measures".
Total net debt[1] to operating cash flow was 3.20:1 at September 30, 2024. Mullen Group had $344.4 million of cash at September 30, 2024, funds that were mainly generated from the Offering (as defined below). The $344.4 million of cash does not reduce total net debt[1] per the definition under the Private Placement Debt agreement. However, if Mullen Group had elected to repay the notes that matured on October 22, 2024, under the Private Placement Debt in September 2024, total net debt[1] to operating cash flow would have decreased to 2.54:1 under the Private Placement Debt agreement.
Mullen Group is also subject to a priority debt covenant. The term "priority debt" means all indebtedness secured by permitted liens excluding certain qualified subsidiary debt. Priority debt cannot exceed 15.0 percent of total assets. At September 30, 2024, the priority debt was $0.7 million or an insignificant percentage of total assets.
2024 Notes
On July 10, 2024, the Corporation closed a private placement (the " Offering ") whereby it agreed to issue an aggregate principal amount of $300.0 million of Series M notes at 5.93 percent per annum and US$75.0 million of Series N notes at 6.5 percent per annum, (collectively, the " 2024 Notes "). The 2024 Notes mature on July 10, 2034. Interest on the 2024 Notes accrue from the date of issue and are payable semi-annually in arrears on June 7 and December 7, beginning on December 7, 2024. Mullen Group used some of the net proceeds from the 2024 Notes to repay certain notes on its existing Private Placement Debt that matured on October 22, 2024. The remaining net proceeds are being used for general corporate purposes.
The 2024 Notes are guaranteed by Mullen Group's subsidiaries, MT and MGL Holding Co. Ltd. (each, a " Guarantor ") and secured by a first ranking charge over all present and after-acquired property of the Corporation and each Guarantor.
Mullen Group has certain financial covenants that must be met under its 2024 Notes, which include a total net debt[1] to operating cash flow ratio and a total fixed charges coverage ratio. Mullen Group's total net debt[1] cannot exceed 3.5 times operating cash flow calculated using the trailing twelve months financial results normalized for acquisitions. The term " total net debt[1] " is defined in the 2024 Note agreement as all debt including the Debentures (as hereafter defined on page 32) less any real property lease liabilities and 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 the Private Placement Debt, lease liabilities associated with operating equipment, the New Bank Credit Facilities (as hereafter defined on page 32) and letters of credit. The term " operating cash flow " is also defined in the 2024 Note 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, (iv) interest charges with respect to the Debentures; and (v) 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.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
31
Mullen Group is in compliance with all the 2024 Note financial covenants. The table below summarizes the financial covenants associated with the 2024 Notes.
| associated with the 2024 Notes. | ||
|---|---|---|
| Financial Covenants | Financial Covenant Threshold |
September 30 2024 |
| 2024 Notes (a) Total net debt1to operating cash flow cannot exceed (b) Total earnings available for fixed charges to total fixed charges cannot be less than |
3.50:1 1.75:1 |
|
| 2.92:1 | ||
| 7.43:1 | ||
| 1 Refer to the section entitled "Other Financial Measures". |
Total net debt[1] to operating cash flow was 2.92:1 at September 30, 2024. Consistent with the Private Placement Debt agreement, the $344.4 million of cash does not reduce total net debt[1] per the definition under the 2024 Note agreement. However, if Mullen Group had elected to repay the notes that matured on October 22, 2024, under the Private Placement Debt in September 2024, total net debt[1] to operating cash flow would have decreased to 2.26:1 under the 2024 Note agreement.
Mullen Group is also subject to a priority debt covenant. The term "priority debt" means all indebtedness secured by permitted liens excluding certain qualified subsidiary debt. Priority debt cannot exceed 15.0 percent of total assets. At September 30, 2024, the priority debt was $11.2 million or an insignificant percentage of total assets.
Convertible Debentures
In June 2019, we issued $125.0 million of convertible unsecured subordinated debentures (the " Debentures "), by way of a bought deal, at a price of $1,000 per Debenture. The Debentures are publicly traded and are listed on the TSX under the symbol "MTL.DB". The Debentures will mature on November 30, 2026 and bear interest at an annual rate of 5.75 percent payable semiannually in arrears on May 31 and November 30 in each year beginning November 30, 2019. Each $1,000 Debenture was convertible into 71.4286 Common Shares of Mullen Group (such is based on a conversion price of $14.00) at any time at the option of the holders of the Debentures. The conversion price of the Debentures is subject to adjustment per the Debenture agreement. As of September 30, 2024, the conversion price of the Debentures decreased to $13.71 from $14.00. Each $1,000 Debenture is now convertible into 72.9395 Common Shares of Mullen Group.
Bank Credit Facilities
On October 1, 2021, we entered into a credit agreement (the " CIBC Credit Facility ") with Canadian Imperial Bank of Commerce (" CIBC "). The CIBC Credit Facility was a $100.0 million revolving demand credit facility. We also had a loan agreement to borrow up to $150.0 million with the Royal Bank of Canada (the " RBC Credit Facility "). On January 5, 2024, we entered into a $125.0 million credit agreement (the " PNC Credit Facility ") with PNC Bank Canada Branch. The CIBC Credit Facility, the RBC Credit Facility, and the PNC Credit Facility (collectively, the " Bank Credit Facilities ") were subsequently amended.
In conjunction with the closing of the Offering, the Corporation entered into amended and restated credit facilities with the Bank Credit Facilities lending group (the " Amended Bank Credit Facilities ") and entered into a new $125.0 million credit agreement with the Toronto-Dominion Bank (the " TD Credit Facility ", and together with the Amended Bank Credit Facilities, the " New Bank Credit Facilities "). The New Bank Credit Facilities provide revolving demand credit and upsizes the borrowing capacity to the Corporation to an aggregate of $525.0 million, including increasing its borrowing capacity with CIBC from $100.0 million to $125.0 million. All material terms in the New Bank Credit Facilities are substantially similar to the terms under the Bank Credit Facilities and to each other. The New Bank Credit Facilities rank pari passu with the 2024 Notes and are secured.
The New Bank Credit Facilities are guaranteed by the Guarantors and secured by a first ranking charge over all present and after-acquired property of the Corporation and each Guarantor.
Contractual Obligations
An overview of Mullen Group's contractual obligations can be found on page 41 of the 2023 MD&A. As at September 30, 2024, other than the 2024 Notes and the lease liabilities assumed on the ContainerWorld acquisition, Mullen Group's contractual obligations have not changed significantly from this overview.
1 Refer to the section entitled "Other Financial Measures".
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2024 THIRD QUARTER INTERIM REPORT
32
SHARE CAPITAL
The authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, issuable in series. The number of, and the specific rights, privileges, restrictions and conditions attaching to any series of Preferred Shares shall be determined by the Board prior to the creation and issuance thereof. As at the date hereof, no series of Preferred Shares has been created.
Common Shares
| Common Shares Authorized: Unlimited Number # of Common Shares |
Amount ($ millions) |
|---|---|
| Balance at December 31, 2023 88,074,042 Common Shares repurchased and cancelled (490,728) Stock options exercised 60,000 |
$ 801.3 (4.5) 0.7 |
| Balance at September 30, 2024 87,643,314 |
$ 797.5 |
At September 30, 2024, there were 87,643,314 Common Shares outstanding representing $797.5 million in share capital. In 2024 we repurchased and cancelled 490,728 Common Shares under the NCIB program. In 2024 there were 60,000 stock options exercised.
Stock Option Plan
| Stock Option Plan | Stock Option Plan |
|---|---|
| Options Weighted average exercise price |
|
| Outstanding – December 31, 2023 3,902,500 $ Granted 225,000 Expired (115,000) Forfeited (232,500) Exercised (60,000) |
15.74 14.92 (27.78) (15.20) (10.15) |
| Outstanding– September 30, 2024 3,720,000 $ |
15.45 |
| Exercisable – September 30, 2024 2,432,500 $ |
16.44 |
There are 2,987,500 stock options available to be issued under our stock option plan. In 2024 we granted 225,000 stock options at a weighted average exercise price of $14.92. In 2024 there were 115,000 stock options that had expired, 232,500 stock options forfeited and 60,000 stock options were exercised. As at September 30, 2024, Mullen Group had 3,720,000 stock options outstanding under the stock option plan.
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2024 THIRD QUARTER INTERIM REPORT
33
SUMMARY OF QUARTERLY RESULTS
Seasonality of Operations
Revenue and profitability within the LTL and L&W segments are generally lower in the first quarter than during the remainder of the year as freight volumes are typically lower following the holiday season due to less consumer demand and customers reducing shipments. Operating expenses also tend to increase within these segments in the winter months due to decreased fuel efficiency and increased repairs and maintenance expense resulting from cold weather conditions. Generally speaking, the third and fourth quarters tend to be the strongest in terms of demand for the services in these segments.
A significant portion of the operations within the S&I segment is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and gas, environmental, construction, pipeline, utility, telecom and civil industries, predominantly in western Canada. Activity levels, revenue and earnings are influenced by the seasonal activity pattern of western Canada's oil and natural gas exploration industry whereby activity peaks in the winter months and declines during the spring. As a result, the demand for these services has historically been highest in the first quarter and lowest in the second quarter.
Financial Results
| Financial Results | |||||||
|---|---|---|---|---|---|---|---|
| (unaudited) ($ millions, except per share amounts) |
TTM(1) | 2024 Q3 Q2 Q1 $ $ $ |
2023 | Q1 $ |
2022 | ||
| $ | Q4 $ |
Q3 Q2 $ $ |
Q4 $ |
||||
| Revenue OIBDA Net income Earnings per share Basic Diluted |
1,988.8 326.4 122.8 1.39 1.34 |
532.0 495.6 462.6 95.3 85.7 66.2 38.3 32.9 22.2 0.44 0.37 0.25 0.41 0.36 0.25 |
498.6 79.2 29.4 0.33 0.32 |
504.0 494.3 88.6 83.4 39.1 36.5 0.44 0.41 0.42 0.39 |
497.8 77.0 31.7 0.34 0.33 |
502.7 77.6 61.5 0.66 0.62 |
|
| Other Information Net foreign exchange (gain) loss Decrease (increase) in fair value of investments |
(3.2) (0.6) |
(2.8) 0.2 0.2 — (0.2) (0.1) |
(0.8) (0.3) |
(0.2) (1.7) (0.2) (0.1) |
(1.5) 0.3 |
(2.1) (0.4) |
(1) TTM represents the "trailing twelve months" and consists of a summary of the Corporation's financial results for the most recently completed four quarters.
Consolidated revenue in the third quarter of 2024 increased by $28.0 million to $532.0 million as compared to $504.0 million in 2023. This increase was mainly due to $33.6 million of incremental revenue from acquisitions being somewhat offset by a softer environment for freight and logistics demand and a reduction in fuel surcharge revenue. Net income in the third quarter was $38.3 million, a decrease of $0.8 million from the $39.1 million of net income generated in 2023. The $0.8 million decrease in net income was mainly attributable to an increase in depreciation of right-of-use assets and an increase in interest expense, which was somewhat offset by an increase in OIBDA and a positive variance in net foreign exchange.
Consolidated revenue in the second quarter of 2024 increased by $1.3 million to $495.6 million as compared to $494.3 million in 2023. This increase was mainly due to $26.9 million of incremental revenue from acquisitions being somewhat offset by a softer environment for freight and logistics demand and a reduction in fuel surcharge revenue. Net income in the second quarter was $32.9 million, a decrease of $3.6 million from the $36.5 million of net income generated in 2023. The $3.6 million decrease in net income was mainly attributable to an increase in depreciation of right-of-use assets, a negative variance in net foreign exchange and an increase in loss on sale of property, plant and equipment.
Consolidated revenue in the first quarter of 2024 decreased by $35.2 million to $462.6 million as compared to $497.8 million in 2023. This decrease was mainly due to a softer environment for freight and logistics demand, more competitive pricing conditions, lower pipeline construction activity, and a reduction in fuel surcharge revenue, being somewhat offset by incremental revenue from acquisitions. Net income in the first quarter was $22.2 million, a decrease of $9.5 million from the $31.7 million of net income generated in 2023. The $9.5 million decrease in net income was mainly attributable to lower OIBDA, a negative variance in foreign exchange and an increase in depreciation of right-of-use assets.
Consolidated revenue in the fourth quarter of 2023 decreased by $4.1 million to $498.6 million as compared to $502.7 million in 2022. This decrease was mainly due to a reduction in fuel surcharge revenue, and a decline in demand for most freight services, predominately in the L&W segment. These decreases were somewhat offset by incremental revenue from acquisitions and from greater demand for services within the S&I segment. Net income in the fourth quarter was $29.4 million, a decrease of $32.1 million from the $61.5 million of net income generated in 2022. The $32.1 million decrease in net income was mainly attributable to the gain on sale of property, plant and equipment recognized in 2022.
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TRANSACTIONS WITH RELATED PARTIES
A description of transactions with related parties can be found on page 49 of the 2023 MD&A. As at September 30, 2024, the transactions with related parties have not changed significantly from these descriptions.
All of the transactions with related parties occurred in the normal course of operations with terms consistent with those offered to arms-length parties and are measured at the exchange amount. Mullen Group has no long-term contracts with any related party other than the $4.9 million of Debentures held by directors and officers of Mullen Group as at December 31, 2023.
PRINCIPAL RISKS AND UNCERTAINTIES
A description of principal risks and uncertainties can be found beginning on page 50 of the 2023 MD&A. As at September 30, 2024, these risks and uncertainties, identified as strategic, financial and operational risks have not changed significantly from those descriptions.
CRITICAL ACCOUNTING ESTIMATES
This MD&A summarizes Mullen Group's financial condition and results of operations and is based upon our Interim Financial Statements, which have been prepared in accordance with IFRS Accounting Standards and comply with IAS 34 Interim Financial Reporting. The Interim Financial Statements require management to select significant accounting policies and make certain critical accounting estimates that affect the reported assets, liabilities, revenue and expenses. A description of critical accounting estimates can be found beginning on page 66 of the 2023 MD&A. As at September 30, 2024, our critical accounting estimates have not changed significantly from such description.
SIGNIFICANT ACCOUNTING POLICIES
New Standards and Interpretations Not Yet Adopted
A description of new standards and interpretations not yet adopted can be found on page 68 of the 2023 MD&A. There have been no new standards or interpretations issued during 2024 that significantly impact Mullen Group.
Changes in Accounting Policies
On January 1, 2024, Mullen Group adopted the amendments made to International Accounting Standards 1 – Presentation of Financial Statements that clarifies how to classify debt and other liabilities as either current or non-current.
On January 1, 2024, Mullen Group adopted the amendments made to International Accounting Standards 7 – Statement of Cash Flows and International Financial Reporting Standard 7 – Financial Instruments: Disclosures regarding supplier financing arrangements.
There has been no material impact to Mullen Group's consolidated financial statements as a result of these amendments.
DISCLOSURE AND INTERNAL CONTROLS
Disclosure Controls and Internal Controls over Financial Reporting
As at September 30, 2024, an evaluation of the effectiveness of our disclosure controls and procedures as defined under the rules adopted by the Canadian securities regulatory authorities was carried out under the supervision and with the participation of management, including the Senior Executive Officer (" SEO "), acting in the capacity of the Chief Executive Officer and the Senior Financial Officer (" SFO "), acting in the capacity of the Chief Financial Officer. Based on this evaluation, the SEO and the SFO concluded that, as at September 30, 2024, the design and operation of Mullen Group's disclosure controls and procedures were effective.
Internal control over financial reporting is a process designed by or under the supervision of management and effected by the Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and preparation of consolidated financial statements for external purposes in accordance with IFRS. Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, no matter how well designed, has inherent limitations and can provide only reasonable assurance with respect to the preparation and fair presentation of published financial statements. Under the supervision and with the participation of the SEO and SFO, management conducted an evaluation of the effectiveness of its internal control over financial reporting as at September 30, 2024.
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Based on this evaluation, the SEO and the SFO concluded that internal control over financial reporting was effective as at September 30, 2024, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes. We utilize the Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission. As at September 30, 2024, there was no change in our design of internal control over financial reporting that materially affected or is reasonably likely to materially affect our internal control over financial reporting.
FORWARD-LOOKING INFORMATION STATEMENTS
This MD&A contains forward-looking statements within the meaning of applicable Canadian Securities laws. Readers are cautioned that expectations, estimates, projections and assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The following is a list of forward-looking statements contained within this MD&A, along with the respective assumptions:
-
Mullen Group's 2024 business plan; to acquire companies and strive to improve their performance; to purchase for cancellation up to 8,220,349 Common Shares in the open market under the NCIB; to set the 2024 annual dividend at $0.72 per Common Share ($0.06 per Common Share on a monthly basis); to invest $80.0 million in capital expenditures in 2024 with $70.0 million allocated towards maintenance capital primarily to invest in trucks, trailers, specialized equipment and technology to improve the operations of the Business Units and $10.0 million allocated to our sustainability initiatives, as referred to in the Allocating Shareholder Capital section beginning on page 5. These forward-looking statements are based on the assumptions that we will generate sufficient cash in excess of our financial obligations to support our 2024 plan.
-
Mullen Group's belief that pricing will remain at or near current levels, as referred to in the Outlook within the Consolidated Financial Results section beginning on page 7. This forward-looking statement is based on our belief that demand appears to have stabilized, but it is currently at levels not strong enough to drive pricing increases, which remains the achilles heel of the freight industry. In the absence of any structural improvement in demand, capacity must shrink. However, thus far in this economic cycle there has not been enough consolidation or right sizing of industry capacity to bring the markets back into balance.
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Mullen Group's belief that acquisitions remain the only plausible means of growing in the near term, thus we will pursue opportunities that meet our base criteria while our focus will be on "tuck-in" opportunities that help consolidate regional markets, drive scale and provide operational synergies, as referred to in the Outlook within the Consolidated Financial Results section beginning on page 7. This forward-looking statement assumes that our diversified business model, which is anchored by several core Business Units operating in multiple verticals, will continue to support the overall business. In addition, we are in the enviable position of having a very strong balance sheet, an important element of an acquisition strategy.
-
Mullen Group's belief that acquisitions that add lane density and geographic expansion are key to improving margins, as referred to in the LTL segment Market Outlook beginning on page 16. This forward-looking statement assumes that overall LTL freight demand should remain stable, although we anticipate competitive pressures will negatively impact pricing. Our focus remains on reducing operating costs, enhancing our technology platforms to ensure we meet customer requirements, and through the efficient utilization of assets across our 11 Business Units.
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Mullen Group's expectation that overall market conditions will remain challenging for the foreseeable future and that markets will remain very competitive, and prices will be depressed, as referred to in the L&W segment Market Outlook beginning on page 19. This forward-looking statement is due to high interest rates and a reluctance by the private sector to invest in new capital projects in Canada. We will mitigate these market challenges by realigning Business Units, focusing on costs, and through acquisitions, like ContainerWorld, which we believe will drive growth for the balance of 2024. And we continue to evaluate opportunities that are complementary to our existing Business Units, where we can realize synergies and improve profitability.
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Mullen Group's expectation that activity levels will remain steady for the balance of the year and that we will remain focused on margin over market share and the optimization of asset utilization in each of our Business Units, as referred to in the S&I segment Market Outlook beginning on page 22. These forward-looking statements are based on the assumption that there is little evidence of any new capital investment in larger scale resource development in Canada any time soon, however, it appears that producers in western Canada will be maintaining production at current levels, subject to any material impacts to commodity pricing. There are no major maintenance and turnaround projects scheduled for the final quarter of 2024. As we enter the 2025 budgeting and capital planning cycle, we will be monitoring our customers' capital spending plans to ensure alignment with our 2025 business planning process and invest accordingly. As we had reported in the prior quarter, we would be exiting business lines that did not meet return on investment requirements and we are currently winding down our drilling operations, TREO Drilling Services and OK Drilling, and are actively reviewing other business lines within the segment.
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2024 THIRD QUARTER INTERIM REPORT
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Mullen Group's comment that we expect the 3PL industry to remain challenged for the balance of the year, as referred to in the US 3PL segment Market Outlook beginning on page 26. This forward-looking statement assumes that the supply/demand fundamentals of excess trucking capacity coupled with not enough freight volume will continue to play out, however, we are not foreseeing any material reduction in revenues. HAUListic remains committed to its business model, the continued enhancement of the SilverExpress[TM] TMS through AI and the recruiting campaign focused on independent sales agents, which is targeted at former employees of large 3PLs that have downsized their respective sales forces.
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Mullen Group's intention to use the New Bank Credit Facilities and the anticipated cash flow from operating activities in 2024 to finance its ongoing working capital requirements, the NCIB program, the 2024 dividend, the 2024 capital budget, as well as various special projects and acquisition opportunities, as referred to in the Capital Resources and Liquidity section beginning on page 29. This forward-looking statement is based on our belief that our access to cash will exceed our expected requirements.
Although we believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be correct.
Forward-looking statements address future events and conditions and, therefore, involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this MD&A. Readers are cautioned that the foregoing list of factors and risks is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Mullen Group along with the forward-looking statements in this MD&A, may be found in the Advisory on page 1 as well as in reports on file with applicable securities regulatory authorities and may be accessed through the Corporation's issuer profile on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this MD&A are made as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities law. We rely on litigation protection for "forward-looking" statements.
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NON-IFRS FINANCIAL MEASURES
The Interim Financial Statements attached and referred to in this MD&A were prepared according to IFRS Accounting Standards. References to net income – adjusted, earnings per share – adjusted, and net revenue are not measures recognized by IFRS Accounting Standards and do not have standardized meanings prescribed by IFRS Accounting Standards. This MD&A reports on certain financial performance measures that are described and presented in order to provide shareholders and potential investors with additional measures to evaluate our ability to fund our operations and information regarding our liquidity. In addition, these measures are used by management in its evaluation of performance. These Non-IFRS Terms may not be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards. Investors are cautioned that these indicators should not replace the foregoing IFRS Accounting Standards terms: net income, earnings per share and revenue.
Net Income – Adjusted and Earnings per Share – Adjusted
The following table illustrates net income and basic earnings per share before considering the impact of the net foreign exchange gains or losses, the change in fair value of investments, and the loss on fair value of equity investment. Management adjusts net income and earnings per share by excluding these specific factors to more clearly reflect earnings from an operating perspective.
| (unaudited) ($ millions, except share and per share amounts) |
Three month periods ended September 30 2024 2023 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2024 | 2023 | ||
| Income before income taxes Add (deduct): Net foreign exchange (gain) loss Change in fair value of investments Loss on fair value of equityinvestment |
$ 50.5 $ 51.0 (2.8) (0.2) — (0.2) — — |
$ 124.1 (2.4) (0.3) — |
$ 141.4 (3.4) — 0.6 |
| Income before income taxes – adjusted Income tax rate Computed expected income tax expense |
47.7 50.6 25% 25% 11.9 12.6 |
121.4 25% 30.3 |
138.6 25% 34.6 |
| Net income – adjusted Weighted average number of Common Shares outstanding– basic |
35.8 38.0 87,703,145 88,737,882 |
91.1 87,917,375 |
104.0 90,439,968 |
| Earnings per share – adjusted | $ 0.41 $ 0.43 |
$ 1.04 |
$ 1.15 |
Net Revenue
Net revenue is calculated by subtracting DOE (primarily comprised of expenses associated with the use of Contractors) from revenue. Management calculates and measures net revenue within the US 3PL segment as it provides an important measurement in evaluating our financial performance as well as our ability to generate an appropriate return in the 3PL market.
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2024 | 2023 | ||
| Revenue Direct operatingexpenses |
$ 45.7 $ 48.8 41.7 44.4 |
$ 137.0 125.1 |
$ 150.6 136.6 |
| Net Revenue | $ 4.0 $ 4.4 |
$ 11.9 |
$ 14.0 |
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OTHER FINANCIAL MEASURES
Other financial measures consist of supplementary financial measures and capital management measures.
Supplementary Financial Measures
Supplementary financial measures are financial measures disclosed by a company that (a) are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of a company, (b) are not disclosed in the financial statements of a company, (c) are not non-IFRS financial measures, and (d) are not nonIFRS ratios. The following are supplementary financial measures disclosed by the Corporation.
Operating Margin
Operating margin is a supplementary financial measure and is defined as OIBDA divided by revenue. Management relies on operating margin as a measurement since it provides an indication of our ability to generate an appropriate return as compared to the associated risk and the amount of assets employed within our principal business activities.
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2024 | 2023 | ||
| OIBDA Revenue |
$ 95.3 $ 88.6 $ 532.0 $ 504.0 |
$ 247.2 $ 1,490.2 |
$ 249.0 $ 1,496.1 |
| Operating margin | 17.9% 17.6% |
16.6% | 16.6% |
Net Capital Expenditures
Net capital expenditures are calculated by subtracting the amount of cash received from the sale of property, plant and equipment from the amount of cash used to purchase property, plant and equipment. Management calculates net capital expenditures to evaluate and manage its capital expenditure budget and to assist in allocating capital amongst its Business Units.
| (unaudited) ($ millions) |
Three month periods ended September 30 2024 2023 |
Nine month periods ended September 30 |
Nine month periods ended September 30 |
|---|---|---|---|
| 2024 | 2023 | ||
| Purchase of property, plant and equipment Proceeds on sale ofproperty,plant and equipment |
$ 11.6 $ 23.8 (3.4) (3.0) |
$ 49.8 (9.3) |
$ 74.4 (10.4) |
| Net capital expenditures | $ 8.2 $ 20.8 |
$ 40.5 |
$ 64.0 |
Cash Flow per Share
Cash flow per share is calculated by dividing net cash from operating activities by the weighted average number of Common Shares outstanding. Management measures cash flow per share to provide investors with an indication of the amount of cash being generated on a per share basis, after consideration of working capital and income taxes paid.
| (unaudited) ($ millions, except share and per share amounts) |
Three month periods ended September 30 2024 2023 |
Nine month periods ended September 30 |
|
| 2024 | 2023 | ||
| Net cash from operating activities Weighted average number of Common Shares outstanding |
$ 66.2 $ 49.6 87,703,145 88,737,882 |
$ 184.7 87,917,375 |
$ 171.8 90,439,968 |
| Cash flow per share | $ 0.75 $ 0.56 |
$ 2.10 |
$ 1.90 |
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Capital Management Measures
Capital management measures are financial measures disclosed by a company that (a) are intended to enable users to evaluate a company's objectives, policies and processes for managing the entity's capital, (b) are not a component of a line item disclosed in the primary financial statements of the company, (c) are disclosed in the notes of the financial statements of the company, and (d) are not disclosed in the primary financial statements of the company. The Corporation has disclosed the following capital management measure.
Total Net Debt – Private Placement Debt Calculation
The term " total net debt " is defined in the Private Placement Agreement as all debt including the Private Placement Debt, the 2024 Notes, lease liabilities, the New Bank Credit Facilities and letters of credit 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. Total net debt specifically excludes the Debentures. Total net debt is defined within our Private Placement Debt agreement and is used to calculate our total net debt to operating cash flow covenant. Management calculates and discloses total net debt to provide users of this MD&A with an understanding of how our debt covenant is calculated.
| (unaudited) ($ millions) |
September 30, 2024 |
|---|---|
| Private Placement Debt (including the current portion) $ Lease liabilities (including the current portion) Bank indebtedness Letters of credit Long-term debt(includingthe currentportion) |
878.4 225.9 — 3.4 0.1 |
| Total debt Less: unrealized gain on Cross-Currency Swaps Add: unrealized loss on Cross-CurrencySwaps |
1,107.8 (51.1) — |
| Total net debt $ |
1,056.7 |
Total Net Debt – 2024 Notes Calculation
The term " total net debt " is defined in the 2024 Note agreement as all debt including the Debentures, the Private Placement Debt, the 2024 Notes, lease liabilities associated with operating equipment, the New Bank Credit Facilities and letters of credit 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. Total net debt specifically excludes any real property lease liabilities. Total net debt is defined within our 2024 Note agreement and is used to calculate our total net debt to operating cash flow covenant. Management calculates and discloses total net debt to provide users of this MD&A with an understanding of how our debt covenant is calculated.
| (unaudited) ($ millions) |
September 30, 2024 |
|---|---|
| Private Placement Debt (including the current portion) $ Lease liabilities (including the current portion) Debentures Bank indebtedness Letters of credit Long-term debt(includingthe currentportion) |
878.4 225.9 119.9 — 3.4 0.1 |
| Total debt Less: Real property lease liabilities Less: unrealized gain on Cross-Currency Swaps Add: unrealized loss on Cross-CurrencySwaps |
1,227.7 (211.1) (51.1) — |
| Total net debt $ |
965.5 |
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