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Mullen Group Ltd. — Interim / Quarterly Report 2026
Apr 23, 2026
46434_rns_2026-04-23_10acb6fe-dcb1-4b5f-a733-901c41d08e4c.pdf
Interim / Quarterly Report
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MARCH 31, 2026
INTERIM FINANCIAL REPORT
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| (unaudited) | |||
|---|---|---|---|
| ($ thousands) | Note | March 31, 2026 | December 31, 2025 |
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 141,749 | 144,638 | |
| Trade and other receivables | 6 | 337,532 | 301,611 |
| Inventory | 45,973 | 45,085 | |
| Derivative financial instruments – current portion | 7 | — | 26,598 |
| Prepaid expenses | 31,985 | 28,244 | |
| Current tax receivable | 19,385 | 17,595 | |
| 576,624 | 563,771 | ||
| Non-current assets: | |||
| Property, plant and equipment | 1,075,177 | 1,070,620 | |
| Right-of-use assets | 226,971 | 233,992 | |
| Goodwill | 454,303 | 447,668 | |
| Intangible assets | 200,823 | 192,609 | |
| Investments | 41,146 | 43,321 | |
| Deferred tax assets | 945 | 1,017 | |
| Other assets | 16,118 | 17,347 | |
| 2,015,483 | 2,006,574 | ||
| Total Assets | 2,592,107 | 2,570,345 | |
| Liabilities and Equity | |||
| Current liabilities: | |||
| Accounts payable and accrued liabilities | 223,304 | 204,168 | |
| Dividends payable | 8 | 6,714 | 6,701 |
| Current tax payable | 2,147 | 3,335 | |
| Lease liabilities – current portion | 45,325 | 45,915 | |
| Currentportion of long-term debt | 10 | 404 | 26 |
| 277,894 | 260,145 | ||
| Non-current liabilities: | |||
| Long-term debt | 10 | 794,682 | 791,480 |
| Lease liabilities | 209,677 | 217,126 | |
| Decommissioning liabilities | 2,463 | 1,676 | |
| Deferred tax liabilities | 161,678 | 159,457 | |
| 1,168,500 | 1,169,739 | ||
| | | |||
| Equity: | |||
| Share capital | 11 | 912,154 | 908,970 |
| Contributed surplus | 30,835 | 30,748 | |
| Accumulated other comprehensive income | 4,110 | 3,046 | |
| Retained earnings | 198,614 | 197,697 | |
| 1,145,713 | 1,140,461 | ||
| Total Liabilities and Equity | 2,592,107 | 2,570,345 |
The notes which begin on page 43 are an integral part of these condensed interim consoldiated financial statements.
Approved by the Board of Directors on April 22, 2026, after review by the Audit Committee.
"Signed: Murray Mullen"
Murray K. Mullen, Director
"Signed: Richard Whitley"
Richard Whitley, Director
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2026 FIRST QUARTER INTERIM REPORT
39
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| (unaudited) | Three month periods ended March 31 | ||
|---|---|---|---|
| ($ thousands, except share and per share amounts) | Note | 2026 | 2025 |
| Revenue | 14 | 547,696 | 497,143 |
| Direct operating expenses | 390,334 | 355,381 | |
| Sellingand administrative expenses | 81,315 | 73,785 | |
| Operating income before depreciation and amortization | 76,047 | 67,977 | |
| Depreciation of property, plant and equipment | 18,540 | 17,769 | |
| Depreciation of right-of-use assets | 12,536 | 12,226 | |
| Amortization of intangible assets | 6,874 | 4,129 | |
| Finance costs | 13,520 | 11,455 | |
| Net foreign exchange loss (gain) | 7 | 3,150 | (799) |
| Other(income)expense | 15 | (6,335) | (1,498) |
| Income before income taxes | 27,762 | 24,695 | |
| Income tax expense | 9 | 6,716 | 6,968 |
| Net income | 21,046 | 17,727 | |
| Earnings per share: | 12 | ||
| Basic | 0.22 | 0.20 | |
| Diluted | 0.22 | 0.20 | |
| Weighted average number of Common Shares outstanding: | 12 | ||
| Basic | 95,847 | 87,646 | |
| Diluted | 96,323 | 87,831 |
The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| (unaudited) ($ thousands) |
Three month periods ended March 31 |
|---|---|
| 2026 2025 |
|
| Net income Other comprehensive income Items that may be reclassified subsequently to statement of income Exchange differences from translatingforeign operations |
21,046 17,727 1,064 (25) |
| Other comprehensive(loss)income, net of tax | 1,064 (25) |
| Total comprehensive income | 22,110 17,702 |
The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.
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2026 FIRST QUARTER INTERIM REPORT
40
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Convertible | Accumulated | ||||||
|---|---|---|---|---|---|---|---|
| debentures | Other | ||||||
| (unaudited) | Share | – equity | Contributed | Comprehensive | Retained | ||
| ($ thousands) | Note | capital | component | surplus | Income | earnings | Total |
| Balance at January 1, 2026 | 908,970 | — | 30,748 | 3,046 | 197,697 | 1,140,461 | |
| Net income for the period | — | — | — | — | 21,046 | 21,046 | |
| Other comprehensive income (loss), net of tax |
— | — | — | 1,064 | — | 1,064 | |
| Common Shares issued on exercise of stock options |
11 | 1,554 | — | (276) | — | — | 1,278 |
| Common Shares issued on acquisition |
1,630 | — | — | — | — | 1,630 | |
| Stock-based compensation | — | — | 363 | — | — | 363 | |
| expense | |||||||
| Dividends declared to common shareholders |
8 | — | — | — | — | (20,129) | (20,129) |
| Balance at March 31, 2026 | 912,154 | — | 30,835 | 4,110 | 198,614 | 1,145,713 |
| Convertible | Accumulated | ||||||
|---|---|---|---|---|---|---|---|
| debentures | Other | ||||||
| (unaudited) | Share | – equity | Contributed | Comprehensive | Retained | ||
| ($ thousands) | Note | capital | component | surplus | Income | earnings | Total |
| Balance at January 1, 2025 | 797,814 | 9,116 | 20,880 | 4,283 | 184,780 | 1,016,873 | |
| Net income for the period | — | — | — | — | 17,727 | 17,727 | |
| Other comprehensive income (loss), net of tax |
— | — | — | (25) | — | (25) | |
| Common Shares repurchased | 11 | (2,779) | — | — | — | (1,174) | (3,953) |
| Stock-based compensation | — | — | 264 | — | — | 264 | |
| expense | |||||||
| Dividends declared to common shareholders |
8 | — | — | — | — | (18,392) | (18,392) |
| Balance at March 31, 2025 | 795,035 | 9,116 | 21,144 | 4,258 | 182,941 | 1,012,494 |
The notes which begin on page 43 are an integral part of these condensed interim consoldiated financial statements.
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2026 FIRST QUARTER INTERIM REPORT
41
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| (unaudited) | Three month periods ended March 31 | ||
|---|---|---|---|
| ($ thousands) | Note | 2026 | 2025 |
| Cash provided by (used in): | |||
| Cash flows from operating activities: | |||
| Net income | 21,046 | 17,727 | |
| Adjustments for: | |||
| Depreciation and amortization | 37,950 | 34,124 | |
| Finance costs | 13,520 | 11,455 | |
| Stock-based compensation expense | 363 | 264 | |
| Foreign exchange loss (gain) on cross-currency swaps | 7 | 237 | (556) |
| Foreign exchange loss (gain) | 4,772 | (333) | |
| Other (income) expense | 15 | (6,335) | (1,498) |
| Income tax expense | 9 | 6,716 | 6,968 |
| Cash flows from operating activities before non-cash working capital | 78,269 | 68,151 | |
| items | |||
| Changes in non-cash workingcapital items from operatingactivities | (38,452) | (13,364) | |
| Cash generated from operating activities | 39,817 | 54,787 | |
| Income taxpaid | (12,471) | (14,881) | |
| Net cash from operatingactivities | 27,346 | 39,906 | |
| Cash flows from financing activities: | |||
| Bank indebtedness | 10 | — | 7,200 |
| Proceeds on derivative settlement | 7 | 26,361 | — |
| Repurchase of Common Shares | 11 | — | (2,653) |
| Cash dividends paid to common shareholders | (20,116) | (18,406) | |
| Interest paid | (2,178) | (1,843) | |
| Repayment of long-term debt and loans | (534) | (4) | |
| Repayment of lease liabilities | (12,310) | (11,729) | |
| Net proceeds from Common Share issuances | 1,278 | — | |
| Changes in non-cash workingcapital items from financingactivities | 16 | 833 | 1,015 |
| Net cash used in financingactivities | (6,666) | (26,420) | |
| Cash flows from investing activities: | |||
| Acquisitions net of cash acquired | 5 | (18,299) | (1,641) |
| Purchase of property, plant and equipment | (12,087) | (13,697) | |
| Proceeds on sale of property, plant and equipment | 3,331 | 5,013 | |
| Interest received | 1,054 | 1,492 | |
| Net investment in finance leases | 1,131 | 267 | |
| Other assets | 202 | (25) | |
| Dividends from equity investees | 720 | 300 | |
| Changes in non-cash workingcapital items from investingactivities | 16 | 2,637 | (440) |
| Net cash used in investingactivities | (21,311) | (8,731) | |
| Change in cash and cash equivalents | (631) | 4,755 | |
| Cash and cash equivalents at January 1 | 144,638 | 126,286 | |
| Effect of exchange rate fluctuations on cash held | (2,258) | 109 | |
| Cash and cash equivalents at March 31 | 141,749 | 131,150 |
The notes which begin on page 43 are an integral part of these condensed interim consolidated financial statements.
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2026 FIRST QUARTER INTERIM REPORT
42
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
1. Reporting Entity
Mullen Group Ltd. (" Mullen Group " and/or the " Corporation ") was incorporated pursuant to the laws of the Province of Alberta and is a publicly-traded company listed on the Toronto Stock Exchange (" TSX ") under the symbol 'MTL'. The Corporation maintains its registered office in Okotoks, Alberta, Canada. The business of Mullen Group is operated through wholly-owned (either directly or indirectly) subsidiaries and limited partnerships (" Business Units "). The Corporation is recognized as one of the leading suppliers of trucking and logistics services in Canada providing a wide range of service offerings including less-than-truckload, truckload, customs brokerage, warehousing, logistics, transload, oversized and specialized hauling transportation. The Corporation also operates as a third-party logistics provider in the U.S. and Canada. In addition, Mullen Group provides a diverse set of specialized services related to the energy, mining, forestry and construction industries in western Canada, including water management, fluid hauling and environmental reclamation. Business Units are grouped into four distinct operating segments: Less-Than-Truckload segment, Logistics & Warehousing segment, Specialized & Industrial Services segment, and U.S. & International Logistics segment (the " Operating Segments "), all of which are supported by a corporate segment. These unaudited condensed interim consolidated financial statements (" Interim Financial Statements ") include the accounts of the Corporation, its subsidiaries and its limited partnerships.
2. Basis of Presentation
- (a) Statement of Compliance
These Interim Financial Statements have been prepared in accordance to and comply with International Financial Reporting Standards, as issued by the International Accounting Standards Board (" IFRS Accounting Standards ") as set out in IAS 34 Interim Financial Reporting and do not include all of the information required for annual financial statements.
- (b) Basis of Measurement
These Interim Financial Statements have been prepared on the historical cost basis except for investments (excluding investments accounted for by the equity method), and derivative financial instruments (" Derivatives "), which are measured at fair value through profit or loss.
- (c) Functional and Presentation Currency
These Interim Financial Statements are presented in Canadian dollars, which is the functional currency of the Corporation. All financial information presented in Canadian dollars has been rounded to the nearest thousand except for per share amounts.
3. Material Accounting Policies
The accompanying Interim Financial Statements should be read in conjunction with Note 3 to Mullen Group's audited annual consolidated financial statements for the year ended December 31, 2025, (the " Annual Financial Statements ") as the accounting policies applied by the Corporation in these Interim Financial Statements are the same as those disclosed therein.
4. Determination of Fair Values
The following table compares the fair value of certain financial assets and financial liabilities to its corresponding carrying amount as presented in the condensed consolidated statement of financial position.
| March 31, 2026 Financial Instrument | Fair Value Hierarchy | Carrying Amount | Fair Value |
|---|---|---|---|
| Investments (excluding investments accounted for by using the equity method) | Level 1 | 2,211 | 2,211 |
| Private Placement Debt | Level 2 | 794,470 | 798,901 |
5. Acquisitions
2026 Acquisitions
Thrive Management Group Ltd. – In 2017, Mullen Group invested $0.2 million to acquire a 30.0 percent equity interest in Thrive Management Group Ltd. (" Thrive "), a fluid management company operating in the Grande Prairie, Alberta region. Mullen Group used the equity method to account for this investment and recognized $1.2 million of earnings from November 2017 until February 1, 2026. On February 1, 2026, Mullen Group acquired all of the remaining issued and outstanding shares of Thrive for total consideration of $14.0 million. Mullen Group recorded $12.4 million of cash used to acquire Thrive in our condensed consolidated statement of cash flows and issued 99,040 Common Shares of Mullen Group to the vendors. The fair value of Thrive was $20.0 million on the date control was obtained resulting in a $4.6 million gain on this equity investment being recognized within other (income) expense on the condensed consolidated statement of comprehensive income. Mullen Group made this investment as part of its strategy to invest in the energy sector. The financial results of Thrive will be included within the Specialized & Industrial Services segment.
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2026 FIRST QUARTER INTERIM REPORT
43
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
Lac La Biche Transport Ltd. – Effective January 1, 2026, we acquired all of the shares of Lac La Biche Transport Ltd. (" Lac La Biche ") for total cash consideration of $8.2 million. Lac La Biche is a privately held company that provides freight and oilfield services to northeastern Alberta. The acquisition of Lac La Biche aligns with our strategy of acquiring transportation companies that have a strong regional presence as well as investing in the energy sector. The financial results of Lac La Biche will be included within the Specialized & Industrial Services segment.
These acquisitions have been accounted for by the acquisition method, and results of operations have been included in these Interim Financial Statements from the date of acquisition. The goodwill acquired in these acquisitions primarily relates to the assembled workforce and the synergies from the integration of the acquired businesses.
| from the integration of the acquired businesses. | |||
|---|---|---|---|
| Lac La Biche | Thrive | Total | |
| Assets: | |||
| Non-cash working capital items | 220 | (1,577) | (1,357) |
| Property, plant and equipment | 6,913 | 6,034 | 12,947 |
| Right-of-use assets | 2,575 | — | 2,575 |
| Intangible assets | 1,740 | 12,706 | 14,446 |
| Goodwill(1) | 1,029 | 4,706 | 5,735 |
| Other | 28 | — | 28 |
| 12,505 | 21,869 | 34,374 | |
| Assumed liabilities: | |||
| Lease liabilities (long-term portion) | 2,132 | — | 2,132 |
| Deferred income taxes | 1,802 | 3,211 | 5,013 |
| Due to related party | 408 | — | 408 |
| Long-term debt | — | 892 | 892 |
| 4,342 | 4,103 | 8,445 | |
| Net assets before cash and cash equivalents | 8,163 | 17,766 | 25,929 |
| Cash and cash equivalents | 6 | 2,234 | 2,240 |
| Net assets | 8,169 | 20,000 | 28,169 |
| Consideration: | |||
| Cash | 8,169 | 12,370 | 20,539 |
| Share consideration | — | 1,630 | 1,630 |
| Fair value of equityinvestment | — | 6,000 | 6,000 |
| 8,169 | 20,000 | 28,169 |
(1) Goodwill is not deductible for tax purposes.
Due to the limited time between the closing of these acquisitions and the preparation of these Interim Financial Statements, the value of the assets acquired and the liabilities assumed are based upon preliminary financial information available to management as of the date of this report and are subject to change.
6. Trade and Other Receivables
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Trade receivables | 284,688 | 260,648 |
| Other receivables | 45,725 | 34,465 |
| Net investment in finance leases | 4,142 | 4,246 |
| Contract assets | 2,977 | 2,252 |
| 337,532 | 301,611 |
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2026 FIRST QUARTER INTERIM REPORT
44
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
7. Derivative Financial Instruments
On July 25, 2014, Mullen Group entered into two cross-currency swap contracts with a Canadian bank to swap $117.0 million U.S. dollars and $112.0 million U.S. dollars into Canadian dollars (collectively, the " Cross-Currency Swaps ") at foreign exchange rates of $1.1047 and $1.1148 that matured on October 22, 2024 and mature on October 22, 2026, respectively. These Cross-Currency Swaps provided an economic hedge on the principal amount of the Series G and Series H Notes. As at March 31, 2026, the carrying value of these Cross-Currency Swaps (including the current portion) was $nil (2025 – $26.6 million) and was recorded in the condensed consolidated statement of financial position within derivative financial instruments.
During the three months ended March 31, 2026, Mullen Group settled the Cross-Currency Swap with a notional principal amount of U.S. $112.0 million, which had an original maturity date of October 22, 2026. The derivative was settled prior to maturity for cash proceeds of $26.4 million, resulting in a gain of $0.2 million, which has been recognized in other (income) expense on the condensed consolidated statement of comprehensive income.
For the three month period ended March 31, 2026, Mullen Group has recorded a net foreign exchange loss (gain) of $3.2 million (2025 – $(0.8) million). This was due to the impact of the change over the period in the value of the Canadian dollar relative to the U.S. dollar on the Corporation's U.S. dollar debt and from the change in the fair value of its Cross-Currency Swaps as summarized in the table below:
| Net Foreign Exchange Loss (Gain) | Three month periods ended March 31 |
|---|---|
| 2026 2025 |
|
| Foreign exchange loss (gain) on U.S. $ debt Foreign exchange loss(gain)on Cross-CurrencySwaps |
2,913 (243) 237 (556) |
| Net foreign exchange loss (gain) | 3,150 (799) |
For the three month period ended March 31, 2026, Mullen Group recorded a foreign exchange loss (gain) on U.S. dollar debt of $2.9 million (2025 – $(0.2) million) as summarized in the table below:
| Foreign Exchange Loss (Gain) on U.S. $ Debt ($ thousands, except exchange rate amounts) |
Three month periods ended March 31 | Three month periods ended March 31 | Three month periods ended March 31 | |
|---|---|---|---|---|
| 2026 | 2025 | |||
| U.S. $ Debt Exchange Rate CDN. $ Equivalent U.S. $ Debt Exchange Rate CDN. $ Equivalent |
||||
| Beginning – January 1 Ending– March 31 |
125,000 1.3706 171,325 187,000 1.4389 269,074 125,000 1.3939 174,238 187,000 1.4376 268,831 |
|||
| Unrealized foreign exchange loss (gain) on U.S. debt | 2,913 | (243) |
For the three month period ended March 31, 2026, Mullen Group recorded a foreign exchange loss (gain) on its Cross-Currency Swaps of $0.2 million (2025 – $(0.6) million). This was due to the change over the period in the fair value of these Cross-Currency Swaps as summarized in the table below:
| Foreign Exchange Loss (Gain) on Cross-Currency Swaps | Three month periods ended March 31 | Three month periods ended March 31 | Three month periods ended March 31 |
|---|---|---|---|
| 2026 2025 |
|||
| U.S. $ Swaps | CDN. $ Change in Fair Value of Swaps U.S. $ Swaps |
CDN. $ Change in | |
Fair Value of Swaps |
|||
| Cross-CurrencySwapmaturingOctober 22, 2026 | 112,000 237 112,000 (556) |
||
| Foreign exchange loss (gain) on Cross-Currency Swaps | 237 | (556) |
8. Dividends Payable
For the three month period ended March 31, 2026, Mullen Group declared dividends totalling $0.21 per Common Share (2025 – $0.21 per Common Share). On January 19, 2026, Mullen Group announced its intention to pay annual dividends of $0.84 per Common Share ($0.07 per Common Share on a monthly basis) for 2026. At March 31, 2026, Mullen Group had 95,911,574 Common Shares outstanding and a dividend payable of $6.7 million (December 31, 2025 – $6.7 million), which was paid on April 15, 2026. Mullen Group also declared a dividend of $0.07 per Common Share on April 21, 2026, to the holders of record at the close of business on April 30, 2026.
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2026 FIRST QUARTER INTERIM REPORT
45
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
9. Income Taxes
The following table provides a reconciliation of the effective tax rates based on the applicable tax rates in various provincial jurisdictions during the period.
| Three month periods ended March 31 | |
|---|---|
| 2026 2025 |
|
| Income before income taxes Combined statutory tax rate Expected income tax Add (deduct): Non-deductible (taxable) portion of net foreign exchange loss (gain) Non-deductible (taxable) portion of the change in fair value of investments Stock-based compensation expense Changes in unrecognized deferred tax asset Other |
27,762 24,695 25% 25% 6,941 6,174 362 (92) (598) 7 83 61 604 961 (676) (143) |
| Income tax expense | 6,716 6,968 |
10. Long-Term Debt and Bank Credit Facilities
As at March 31, 2026, Mullen Group had four credit facilities (the " Bank Credit Facilities ") that provide revolving demand credit and borrowing capacity to the Corporation of $525.0 million. The Bank Credit Facilities rank pari passu with the Private Placement Debt and are secured. As at March 31, 2026, there were no amounts drawn on the Bank Credit Facilities. The Bank Credit Facilities do not have any financial covenants, however, Mullen Group cannot be in default of its Private Placement Debt, and it must be in compliance with certain reporting and general covenants. Mullen Group is in compliance with all of these reporting and general covenants. The Bank Credit Facilities are included within bank indebtedness on the condensed consolidated statement of financial position.
The Private Placement Debt and the Bank Credit Facilities are guaranteed by Mullen Group's subsidiaries, MT Investments Inc. (" 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 $7.8 million of letters of credit outstanding, which were issued to guarantee certain performance and payment obligations. These letters of credit reduce the amount available under the Bank Credit Facilities.
Mullen Group's long-term debt is mainly comprised of a series of secured debt, collectively referred to as the " Private Placement Debt ", the details of which are set forth below:
| t forth below: | |||
|---|---|---|---|
| Notes | Principal Amount | Maturity | Interest Rate(1) |
| Series M | $300,000 CDN. | July 10, 2034 | 5.93% |
| Series N | $75,000 U.S. | July 10, 2034 | 6.50% |
| Series O | $325,000 CDN. | July 10, 2037 | 6.04% |
| Series P | $50,000 U.S. | July 10, 2037 | 6.91% |
(1) Interest is payable semi-annually.
On July 10, 2024, the Corporation closed a private placement whereby it issued the Series M Notes and Series N Notes. Interest on these notes accrue from the date of issuance and are payable semi-annually in arrears on June 7 and December 7, beginning December 7, 2024.
On July 10, 2025, the Corporation closed a private placement whereby it issued the Series O Notes and Series P Notes. Interest on these notes accrue from the date of issue and are payable semi-annually in arrears on June 7 and December 7, beginning on December 7, 2025.
Mullen Group has certain financial covenants that must be met under its Private Placement Debt, which include a total net debt to operating cash flow ratio and a total fixed charges coverage ratio. Mullen Group's total net debt cannot exceed 3.5 times operating cash flow calculated using the trailing twelve months financial results normalized for acquisitions. The term " total net debt " is defined in the Private Placement Debt agreements as all debt including the Private Placement Debt, lease liabilities associated with operating equipment, the 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. The term " operating cash flow " is also defined in the Private Placement Debt agreements 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, and (iv) non-cash charges. Mullen Group cannot have a fixed charge coverage ratio less than 1.75:1 calculated using the trailing twelve months financial results. Mullen Group is in compliance with all financial covenants.
Mullen Group's unamortized debt issuance costs of $4.8 million related to its Private Placement Debt have been netted against its carrying value at March 31, 2026 (December 31, 2025 – $4.9 million).
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2026 FIRST QUARTER INTERIM REPORT
46
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
The following table summarizes the Corporation's long-term debt, lease liabilities and Bank Credit Facilities:
| The following table summarizes the Corporation's long-term debt, lease | liabilities and Bank Credit Facilities: | |
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Current liabilities: | ||
| Lease liabilities – current portion | 45,325 | 45,915 |
| Currentportion of long-term debt | 404 | 26 |
| 45,729 | 45,941 | |
| Non-current liabilities: | ||
| Private Placement Debt | 794,470 | 791,432 |
| Lease liabilities | 209,677 | 217,126 |
| Long-term debt | 212 | 48 |
| 1,004,359 | 1,008,606 | |
| 1,050,088 | 1,054,547 |
The details of total debt, as at the date hereof, are as follows:
| Year of Maturity |
Interest Rate | March 31, 2026 December 31, 2025 |
|---|---|---|
| Face Value Carrying Amount Face Value Carrying Amount |
||
| Bank indebtedness — Lease liabilities 2026 – 2059 Private Placement Debt 2034 – 2037 Various financingloans 2026 – 2027 |
Variable 3.20% 5.93% – 6.91% 5.99% |
— — — — 295,480 255,002 305,053 263,041 799,238 794,470 796,325 791,432 616 616 74 74 |
| 1,095,334 1,050,088 1,101,452 1,054,547 |
11. Share Capital
The authorized share capital of Mullen Group consists of an unlimited number of no par value Common Shares and an unlimited number of Preferred Shares, issuable in series.
The number of, and the specific rights, privileges, restrictions and conditions attaching to any series of Preferred Shares shall be determined by the Board of Directors of Mullen Group prior to the creation and issuance thereof. With respect to the payment of dividends and distribution of assets in the event of liquidation, dissolution or winding-up of Mullen Group, whether voluntarily or involuntarily, the Preferred Shares are entitled to preference over the Common Shares and any other shares ranking junior to the Preferred Shares from time to time and may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preferred Shares as may be determined at the time of creation of such series. As at the date hereof, no series of Preferred Shares had been created.
All of the issued Common Shares of Mullen Group have been paid in full.
| # of Common Shares | |
|---|---|
| 2026 2025 |
|
| Issued Common Shares at January 1 Common Shares repurchased and cancelled Stock Options exercised Common Shares issued on acquisition |
95,726,534 87,670,314 — (202,480) 86,000 — 99,040 — |
| Issued Common Shares at March 31 | 95,911,574 87,467,834 |
Mullen Group had a normal course issuer bid (" NCIB "), commencing March 11, 2025, to purchase for cancellation up to 8,157,012 Common Shares in the open market on or before March 10, 2026. On March 9, 2026, Mullen Group announced the renewal of its NCIB commencing March 11, 2026, to purchase for cancellation up to 8,929,176 Common Shares in the open market on or before March 10, 2027. For the three month period ended March 31, 2026, Mullen Group did not purchase and cancel any Common Shares.
All purchases are made in accordance with the NCIB at prevalent market prices as permitted by the TSX, with consideration allocated to share capital up to the average carrying amount of the shares and any excess allocated to contributed surplus or retained earnings. The NCIB can be cancelled at the discretion of the Corporation at any time.
During the first quarter of 2026, Mullen Group issued 86,000 Common Shares on the exercise of Stock Options and 99,040 as partial consideration for the acquisition of Thrive. For more information, refer to Note 5.
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2026 FIRST QUARTER INTERIM REPORT
47
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
12. Earnings per Share
- (a) Basic Earnings per Share
Basic earnings per share is calculated as net income attributable to common shareholders divided by the weighted average number of Common Shares outstanding for the period.
Net income attributable to common shareholders for the three month period ended March 31, 2026, was $21.0 million (2025 – $17.7 million). The weighted average number of Common Shares outstanding for the three month period ended March 31, 2026 and 2025 was calculated as follows:
| follows: | |||
|---|---|---|---|
| Three month periods ended March 31 | |||
| Note | 2026 | 2025 | |
| Issued Common Shares at beginning of period | 11 | 95,726,534 | 87,670,314 |
| Effect of Common Shares repurchased and cancelled | 11 | — | (24,156) |
| Effect of Common Shares issued on acquisitions | 5 | 64,926 | — |
| Effect of stock options exercised | 11 | 56,002 | — |
| Weighted average number of Common Shares at end of period – basic | 95,847,462 | 87,646,158 |
- (b) Diluted Earnings per Share
Diluted earnings per share is calculated by adjusting net income attributable to common shareholders and the basic weighted average number of Common Shares outstanding by the effects of all potentially dilutive transactions to existing common shareholders. In calculating diluted earnings per share, net income was adjusted as follows:
| Three month periods ended March 31 | |
|---|---|
| 2026 2025 |
|
| Net income Effect of allpotentiallydilutive transactions |
21,046 17,727 — — |
| Net income – adjusted | 21,046 17,727 |
The diluted weighted average number of Common Shares was calculated as follows:
| Three month periods ended March 31 | |
|---|---|
| 2026 2025 |
|
| Weighted average number of Common Shares – basic Effect of "in the money" stock options |
95,847,462 87,646,158 475,522 185,052 |
| Weighted average number of Common Shares at end of period – diluted | 96,322,984 87,831,210 |
For the three month period ended March 31, 2026, 1,110,000 stock options (2025 – 3,010,000) were excluded from the diluted weighted average number of Common Shares calculation as their effect would have been anti-dilutive. The average market value of the Corporation's Common Shares for the purposes of calculating the dilutive effect of stock options was based on quoted market prices for the periods ended March 31, 2026 and 2025.
13. Seasonality of Operations
Revenue and profitability within the Less-Than-Truckload segment and the Logistics & Warehousing segment are generally lower in the first quarter than during the remainder of the year as freight volumes are typically lower in the first quarter following the holiday season due to less consumer demand and customers reducing shipments. Operating expenses also tend to increase within these segments in the winter months due to decreased fuel efficiency and increased repairs and maintenance expense resulting from cold weather conditions.
A significant portion of the operations within the Specialized & Industrial Services segment is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. Earnings are influenced by the seasonal activity pattern of western Canada's oil and natural gas exploration industry whereby activity usually peaks in the winter months and declines during the spring when wet weather and the spring thaw may make the ground unstable. Consequently, municipalities and provincial transportation departments enforce road bans that restrict the movement of heavy equipment, thereby reducing activity levels. Additionally, certain oil and natural gas producing areas are only accessible in the winter months because the ground surrounding the drilling sites in these areas consists of swampy terrain. Seasonal factors and unexpected weather patterns may lead to declines in the activity levels of exploration and production companies and corresponding declines in the demand for the goods and services provided by Mullen Group. As a result, the demand for these services is traditionally highest in the first quarter and lowest in the second quarter.
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2026 FIRST QUARTER INTERIM REPORT
48
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
14. Revenue
The business of Mullen Group is operated through its Business Units, which are divided into four distinct Operating Segments for reporting purposes – Less-Than-Truckload, Logistics & Warehousing, Specialized & Industrial Services and U.S. & International Logistics. The segments are differentiated by the type of service provided, equipment requirements and customer needs. Mullen Group provides the capital and financial expertise, technology and systems support, shared services and strategic planning (the " Corporate Office ") for the Business Units. The Corporate Office also invests in certain public and private corporations. In addition, the Corporate Office, through its subsidiary MT, owns a network of real estate holdings and facilities that are leased primarily to the Business Units. Such properties are leased by MT to the Business Units on commercially reasonable terms. The day to day management of the Business Units is conducted at the subsidiary level.
At March 31, 2026, the Less-Than-Truckload segment consisted of 12 Business Units and is often referred to as the final or last mile delivery of general freight consisting of smaller shipments, packages and parcels. Through an extensive terminal network the pickup, handling and delivery of a wide range of freight including ambient, temperature controlled and consumer goods is coordinated from regional hubs located in Ontario and western Canada.
At March 31, 2026, the Logistics & Warehousing segment consisted of 13 Business Units and provides shippers throughout North America with a wide range of trucking and logistics service offerings including full truckload, specialized transportation, warehousing, custom brokerage, freight forwarding, fulfillment centres that handle e-commerce transactions, and transload facilities designed for intermodal and bulk shipments. Operations and customer service are supported by a robust suite of leading edge technology solutions including a fully integrated transportation management system, customized inventory management and warehouse systems along with our proprietary Moveitonline[®] and Haulistic[TM] technology platforms, applications that are positioning our organization for an evolving and changing supply chain.
At March 31, 2026, the Specialized & Industrial Services segment consisted of 17 Business Units and is comprised of a wide range of unique businesses providing specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. Strategically located throughout western Canada, these specialty Business Units are focused on providing advanced technology solutions and leading edge service capabilities.
At March 31, 2026, the U.S. & International Logistics segment consisted of two Business Units. HAUListic LLC is a global technology enabled, nonasset based third-party logistics service provider focused on freight brokerage services across multiple modes of transportation. The operations and customer service are provided through its proprietary transportation management system technology platform known as SilverExpress, which aligns customer shipments with transportation carriers. Cole International USA Inc. is a third-party logistics provider that offers customs brokerage and freight forwarding services through strategically situated offices at various air and seaports of entry, and land border crossings across the U.S.
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2026 FIRST QUARTER INTERIM REPORT
49
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
Disaggregation of revenue:
The following tables detail Mullen Group's revenue by type of service and timing of the transfer of goods or services by segment:
| Three month period ended March 31, 2026 Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations Total |
Three month period ended March 31, 2026 Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations Total |
Three month period ended March 31, 2026 Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations Total |
|---|---|---|
| Revenue by service line Transportation 183,100 79,592 56,199 — — — 318,891 Logistics 3,815 69,348 10,539 56,854 — — 140,556 Rental 96 2,417 8,825 — 923 — 12,261 Other 1,557 50,202 36,186 — 102 — 88,047 Eliminations (5,028) (1,581) (2,354) — — (3,096) (12,059) |
||
| 183,540 199,978 109,395 56,854 1,025 (3,096) 547,696 |
||
| Timing of revenue recognition Over time 183,196 82,009 71,454 — 923 — 337,582 Point in time 5,372 119,550 40,295 56,854 102 — 222,173 Eliminations (5,028) (1,581) (2,354) — — (3,096) (12,059) |
||
| 183,540 199,978 109,395 56,854 1,025 (3,096) 547,696 |
||
| Three month period ended March 31, 2025 Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Intersegment eliminations Total |
||
| Revenue by service line Transportation 190,809 83,070 52,503 — — — 326,382 Logistics 4,265 35,034 9,917 44,895 — — 94,111 Rental 132 2,244 8,791 — 952 — 12,119 Other 1,628 32,438 41,897 — 17 — 75,980 Eliminations (5,350) (985) (908) — — (4,206) (11,449) |
||
| 191,484 151,801 112,200 44,895 969 (4,206) 497,143 |
||
| Timing of revenue recognition Over time 190,940 85,315 69,080 — 952 — 346,287 Point in time 5,894 67,471 44,028 44,895 17 — 162,305 Eliminations (5,350) (985) (908) — — (4,206) (11,449) |
||
| 191,484 151,801 112,200 44,895 969 (4,206) 497,143 |
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2026 FIRST QUARTER INTERIM REPORT
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
15. Other (Income) Expense
| Other (Income) Expense | |
|---|---|
| Three month periods ended March 31 | |
| 2026 2025 |
|
| Change in fair value of investments Gain (loss) on sale of property, plant and equipment (Gain) loss on lease termination Gain on fair value of equity investments Loss (Earnings) from equity investments Accretion on decommissioningliabilities |
(448) 51 (583) (1,185) (1,244) — (4,623) — 554 (370) 9 6 |
| Other (income) expense | (6,335) (1,498) |
16. Changes in Non-Cash Working Capital
| Changes in Non-Cash Working Capital | |
|---|---|
| Three month periods ended March 31 | |
| 2026 2025 |
|
| Trade and other receivables Inventory Prepaid expenses Accountspayable and accrued liabilities |
(33,156) (10,781) (829) (912) (3,589) (2,077) (878) 406 |
| Operating activities Financing activities Investingactivities |
(38,452) (13,364) 833 1,015 2,637 (440) |
| (34,982) (12,789) |
17. Operating Segments
Mullen Group reports its financial results in four Operating Segments. These four Operating Segments have been differentiated by the sector of the economy in which the businesses operate, the type of services provided, the equipment requirements and the customer needs. The Less-ThanTruckload segment provides final or last mile delivery of general freight consisting of smaller shipments, packages and parcels. Through an extensive terminal network the pickup, handling and delivery of a wide range of freight including ambient, temperature controlled and consumer goods is coordinated from regional hubs located in Ontario and western Canada. The Logistics & Warehousing segment provides shippers throughout North America with a wide range of trucking and logistics service offerings including full truckload, specialized transportation, warehousing, customs brokerage, freight forwarding, fulfillment centres that handle e-commerce transactions, and transload facilities designed for intermodal and bulk shipments. The Specialized & Industrial Services segment provides specialized equipment and services to the oil and natural gas, environmental, construction, pipeline, utility, telecom and civil industries. The U.S. & International Logistics segment provides third-party logistics services focused on freight and customs brokerage across multiple modes of transportation.
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2026 FIRST QUARTER INTERIM REPORT
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
The following tables provide financial results by segment:
| Three month period ended March 31, 2026 Intersegment eliminations Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics |
Three month period ended March 31, 2026 Intersegment eliminations Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics |
Three month period ended March 31, 2026 Intersegment eliminations Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics |
Three month period ended March 31, 2026 Intersegment eliminations Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics |
Total |
|---|---|---|---|---|
| Revenue 183,540 199,978 109,395 56,854 1,025 (1,030) (747) (1,319) — Direct operating expenses 127,347 138,995 78,785 48,649 (346) (1,030) (747) (1,319) — Selling and administrative expenses 28,554 29,325 12,731 4,352 6,353 — — — — Depreciation of property, plant and equipment 6,292 4,190 6,181 — 1,877 — — — — Amortization of intangible assets 2,068 2,903 676 1,227 — — — — — Income (loss) before income taxes 9,304 14,556 7,755 2,017 (5,870) — — — — Capital expenditures(1) 7,427 494 4,228 — 121 (27) — (156) — Total assets at March 31, 2026 651,757 674,047 419,931 133,345 713,027 — — — — |
547,696 390,334 81,315 18,540 6,874 27,762 12,087 2,592,107 |
|||
| (1) Excludes business acquisitions. | ||||
| Three month period ended March 31, 2025 Intersegment eliminations Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Corporate Less-Than- Truckload Logistics & Warehousing Specialized & Industrial Services U.S. & International Logistics Total |
Intersegment eliminations | |||
| Revenue 191,484 151,801 112,200 44,895 969 (1,241) (1,719) (1,246) — 497,143 Direct operating expenses 133,307 104,664 80,420 41,240 (44) (1,241) (1,719) (1,246) — 355,381 Selling and administrative expenses 28,906 21,750 12,979 3,567 6,583 — — — — 73,785 Depreciation of property, plant and equipment 6,297 3,678 6,036 — 1,758 — — — — 17,769 Amortization of intangible assets 2,095 1,129 420 485 — — — — — 4,129 Income (loss) before income taxes 11,251 10,482 10,140 (966) (6,212) — — — — 24,695 Capital expenditures(1) 8,757 1,209 3,286 — 575 — (130) — — 13,697 Total assets at December 31, 2025 648,419 683,495 367,220 127,307 743,904 — — — — 2,570,345 |
(1) Excludes business acquisitions.
Performance is measured based on segment income before income tax, as included in the internal management reports that are reviewed by Mullen Group's Senior Executive Officer. Segment income is used to measure performance as management believes that such information is the most relevant in evaluating the results of segments relative to other entities that operate within these industries.
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2026 FIRST QUARTER INTERIM REPORT
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NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS Three months periods ended March 31, 2026 and 2025 (unaudited) (Tabular amounts in thousands of Canadian dollars, except share and per share amounts)
The following geographical information is based upon the Business Unit's head office location for the three month periods ended March 31, 2026 and 2025.
| 2026 Revenue Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non-Current Assets Total Assets |
2026 Revenue Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non-Current Assets Total Assets |
2026 Revenue Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non-Current Assets Total Assets |
|---|---|---|
| Canada 490,842 72,194 1,075,177 1,922,081 2,458,762 United States 56,854 3,853 — 93,402 133,345 |
||
| Total 547,696 76,047 1,075,177 2,015,483 2,592,107 |
||
| 2025 Revenue Operating Income Before Depreciation and Amortization Property, Plant and Equipment Total Non-Current Assets Total Assets |
||
| Canada 452,248 67,889 1,038,250 1,771,358 2,259,101 United States 44,895 88 — 46,734 73,642 |
||
| Total 497,143 67,977 1,038,250 1,818,092 2,332,743 |
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2026 FIRST QUARTER INTERIM REPORT
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