TFI International Inc 6-K, filed Oct 23, 2020
TFI International Inc. (TFII)
About this 6-K
TFI International Inc filed this 6-K on October 23, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2020
Commission File No. 001-39224
TFI INTERNATIONAL INC.
(Translation of registrant’s name into English)
8801 Trans-Canada Highway, Suite 500
Saint-Laurent, Québec
H4S 1Z6 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
| 99.1 |
News Release | |
| 99.2 |
Management Discussion & Analysis for period ended September 30, 2020 | |
| 99.3 |
Interim Financial Statements for period ended September 30, 2020 | |
| 99.4 |
CEO Certification | |
| 99.5 |
CFO Certification | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TFI International Inc. | ||||||
| Date: October 22, 2020 | By: | /s/ Josiane M. Langlois | ||||
| Name: Josiane M. Langlois | ||||||
| Title: Vice-President, Legal Affairs & Corporate Secretary | ||||||
Exhibit 99.1
For Immediate Release
TFI International Announces 2020 Third Quarter Results
| • | Third quarter operating income from continuing operations of $156.0 million increased from $131.9 million in Q3 2019 |
| • | Net cash from continuing operating activities of $189.6 million increased from $187.1 million in Q3 2019 |
| • | Net income of $110.7 million increased 34% compared to $82.6 million in Q3 2019 |
| • | Adjusted net income1, a non-IFRS measure, of $115.8 million increased from $88.1 million in Q3 2019 |
| • | Diluted EPS of $1.19 increased from $0.98 in Q3 2019 |
| • | Adjusted diluted EPS1, a non-IFRS measure, of $1.25 increased from $1.04 in Q3 2019 |
| • | Free cash flow1, a non-IFRS measure, of $164.8 million increased from $129.7 million in Q3 2019 |
| • | Raising quarterly dividend to $0.29 from $0.26, a 12% increase |
Montreal, Quebec, October 22, 2020 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the third quarter ended September 30, 2020.
“TFI International had an outstanding quarter as we continue to navigate through an unprecedented year. Relentless focus on our proven operating principles helped generate a 18% year-over-year increase in operating income and a robust 27% increase in free cash flow, all while continuing to protect our customers and employees,” said Alain Bédard, Chairman, President and Chief Executive Officer. “Regardless of fluctuating macro conditions, we have the experience and financial strength to create shareholder value through disciplined execution of our asset-light business plan, and are pleased to announce today a 12% increase in our quarterly dividend. We also acquired or agreed to acquire an additional five businesses during the quarter that are each an outstanding fit with our proven operating philosophy, and add to my confidence in TFI’s continued success going forward.”
| Financial highlights (in millions of dollars, except per share data) |
Quarters ended September 30 |
Nine months ended September 30 |
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| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| Total revenue |
1,247.2 | 1,304.8 | 3,593.9 | 3,873.4 | ||||||||||||
| Revenue before fuel surcharge |
1,155.0 | 1,165.8 | 3,293.0 | 3,447.2 | ||||||||||||
| Adjusted EBITDA1 |
252.3 | 221.6 | 685.0 | 645.5 | ||||||||||||
| Operating income from continuing operations |
156.0 | 131.9 | 405.9 | 385.9 | ||||||||||||
| Net cash from continuing operating activities |
189.6 | 187.1 | 609.2 | 489.1 | ||||||||||||
| Adjusted net income1 |
115.8 | 88.1 | 278.0 | 257.2 | ||||||||||||
| Adjusted EPS - diluted1 ($) |
1.25 | 1.04 | 3.11 | 2.99 | ||||||||||||
| Net income from continuing operations |
110.7 | 82.6 | 256.1 | 247.9 | ||||||||||||
| EPS from continuing operations - diluted ($) |
1.19 | 0.98 | 2.87 | 2.88 | ||||||||||||
| Weighted average number of shares (‘000s) |
90,954 | 82,707 | 87,693 | 84,013 | ||||||||||||
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
| 1 | This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below. |
THIRD QUARTER RESULTS
Total revenue of $1.25 billion was down 4% and, net of fuel surcharge, revenue of $1.16 billion was down 1% compared to the prior year period.
Operating income from continuing operations increased by 18% to $156.0 million from $131.9 million the prior year period, primarily driven by strong execution across the organization, an asset-light approach, cost efficiencies, contributions from business acquisitions, and contributions from the Canadian Emergency Wage Subsidy of $22.4 million.
Net income from continuing operations was $110.7 million, an increase of 34% compared to $82.6 million the prior year period, due to improved contributions from operations and a reduction in interest expense as a result of lower debt. Net income from continuing operations of $1.19 per diluted share increased relative to $0.98 the prior year period. Adjusted net income, a non-IFRS measure, was $115.8 million, or $1.25 per diluted share, up from $88.1 million, or $1.04 per diluted share, the prior year period.
Total revenue grew 7% for Logistics, driven by business acquisitions and e-commerce, and 1% for Package and Courier, declined 6% for Truckload and 17% for Less-Than-Truckload, relative to the prior year.
The operating income in all segments improved from the prior year period except for the Truckload segment, where the comparative period benefited from $6.4 million of higher gains on the sale of real estate relative to this year.
TFI acquired four companies in Q3 and two post Q3. Additionally, TFI has agreed to purchase DLS Worldwide which is expected to close in the fourth quarter, and terminated the previously announced agreement to acquire APPS Transport.
NINE-MONTH RESULTS
For the first nine months of 2020, total revenue was $3.59 billion, versus $3.87 billion in the first nine months of 2019. Net of fuel surcharge, revenue was $3.23 billion, as compared to $3.45 billion the prior year. Operating income from continuing operations totalled $405.9 million, or 12.3% of revenue before fuel surcharge, up from $385.9 million or 11.2% of revenue before fuel surcharge the prior year.
Net income from continuing operations was $256.1 million, or $2.87 per diluted share, versus $247.9 million, or $2.88 per diluted share, a year ago. Adjusted net income was $278.0 million up from $257.2 million the prior year.
For the first nine months of 2020, total revenue grew 11% for Logistics, driven by business acquisitions and e-commerce, and declined 9% for Truckload, 7% for Package and Courier and 20% for Less-Than-Truckload, relative to the prior year.
Operating income was higher for the Truckload, Logistics and Less-Than-Truckload segments, while operating income for Package and Courier declined.
| SEGMENTED RESULTS |
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| (in millions of dollars) | Quarters ended September 30 | Nine months ended September 30 | ||||||||||||||
| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue1 |
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| Package and Courier |
163.2 | 154.8 | 442.2 | 460.3 | ||||||||||||
| Less-Than-Truckload |
177.4 | 205.4 | 516.0 | 632.5 | ||||||||||||
| Truckload |
544.7 | 557.2 | 1,549.4 | 1,654.7 | ||||||||||||
| Logistics |
279.8 | 256.8 | 813.5 | 726.0 | ||||||||||||
| Eliminations |
(10.1 | ) | (8.4 | ) | (28.2 | ) | (26.3 | ) | ||||||||
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| 1,155.0 | 1,165.8 | 3,293.0 | 3,447.2 | |||||||||||||
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| $ | % of Rev.1 |
$ | % of Rev.1 |
$ | % of Rev.1 |
$ | % of Rev.1 |
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| Operating income (loss) |
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| Package and Courier |
28.5 | 17.5 | % | 28.2 | 18.2 | % | 66.6 | 15.1 | % | 79.2 | 17.2 | % | ||||||||||||||||||||
| Less-Than-Truckload |
35.0 | 19.7 | % | 25.8 | 12.6 | % | 86.1 | 16.7 | % | 83.7 | 13.2 | % | ||||||||||||||||||||
| Truckload |
74.6 | 13.7 | % | 75.8 | 13.6 | % | 207.1 | 13.4 | % | 193.7 | 11.7 | % | ||||||||||||||||||||
| Logistics |
29.9 | 10.7 | % | 13.8 | 5.4 | % | 78.6 | 9.7 | % | 57.6 | 7.9 | % | ||||||||||||||||||||
| Corporate |
(12.0 | ) | (11.6 | ) | (32.5 | ) | (28.4 | ) | ||||||||||||||||||||||||
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| 156.0 | 13.5 | % | 131.9 | 11.3 | % | 405.9 | 12.3 | % | 385.9 | 11.2 | % | |||||||||||||||||||||
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Note: due to rounding, totals may differ slightly from the sum.
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
| 1 | Revenue before fuel surcharge. |
CASH FLOW
Net cash from continuing operating activities was $189.6 million during Q3 2020 versus $187.1 million the prior year quarter. The Company returned $119.3 million to shareholders during the year, of which $66.7 million was through dividends and $52.6 million was through share repurchases. The company also paid down net debt of $495.8 million during the year from proceeds generated from operations and the share issuances.
Cash used for the purchases of property and equipment was $50.5 million during Q3 2020 versus $103.3 million the prior year quarter. In Q2, management initially suspended all capital expenditures to which it had not already committed, but reinstated most capital expenditures at the end of Q2. The lead time to obtain equipment limited the capital expenditures in Q3.
On September 15, 2020, the Board of Directors of TFI International declared a quarterly dividend of $0.26 per outstanding common share payable on October 15, 2020, representing an 8% increase over the $0.24 quarterly dividend declared in Q3 2019.
The Board of Directors of TFI has approved a $0.29 quarterly dividend, a 12% increase over its previous quarterly dividend of $0.26 per share, effective as of the next regular dividend payment.
REVERSAL OF CERTAIN COST SAVING MEASURES
TFI has rolled back certain cost saving measures implemented at the onset of the COVID-19 pandemic that had spanned all operating companies and its entire workforce. In the third quarter TFI has reinstated a full five-day work week for 486 employees and rehired 176 employees full-time who had been furloughed.
CONFERENCE CALL
TFI International will host a conference call on Friday, October 23, 2020 at 8:30 a.m. Eastern Time to discuss these results. Interested parties can join the call by dialing 1-877-223-4471. A recording of the call will be available until midnight, November 6, 2020, by dialing 1-800-585-8367 or 416-621-4642 and entering passcode 5794241.
ABOUT TFI INTERNATIONAL
TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:
| • | Package and Courier; |
| • | Less-Than-Truckload; |
| • | Truckload; |
| • | Logistics. |
TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under symbol TFII. For more information, visit www.tfiintl.com.
FORWARD-LOOKING STATEMENTS
Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TFI International. These statements are based on assumptions and uncertainties as well as on management’s best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TFI International’s products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results.
NON-IFRS FINANCIAL MEASURES
This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards (IFRS) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of the non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.
Adjusted EBITDA
Adjusted EBITDA is calculated as net income or loss from continuing operations before finance income and costs, income tax expense, depreciation, amortization, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.
| Adjusted EBITDA (unaudited in millions of dollars) |
Quarters ended September 30 |
Nine months ended September 30 |
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| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| Net income from continuing operations |
110.7 | 82.6 | 256.1 | 247.9 | ||||||||||||
| Net finance costs |
15.4 | 21.2 | 52.2 | 61.8 | ||||||||||||
| Income tax expense |
29.9 | 28.1 | 97.7 | 76.1 | ||||||||||||
| Depreciation of property and equipment |
56.4 | 56.6 | 171.5 | 164.8 | ||||||||||||
| Depreciation of right-of-use assets |
26.7 | 26.4 | 79.7 | 76.8 | ||||||||||||
| Amortization of intangible assets |
15.8 | 16.8 | 46.8 | 49.1 | ||||||||||||
| Bargain purchase gain |
— | — | (5.6 | ) | (10.8 | ) | ||||||||||
| Gain on sale of land and buildings and assets held for sale |
(2.6 | ) | (10.1 | ) | (13.4 | ) | (20.2 | ) | ||||||||
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| Adjusted EBITDA |
252.3 | 221.6 | 685.0 | 645.5 | ||||||||||||
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Note: due to rounding, totals may differ slightly from the sum.
| * | Recasted for change in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
Adjusted net income and adjusted earnings per share (adjusted “EPS”), basic or diluted
Adjusted net income is calculated as net income excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale, net of tax, net loss from discontinued operations and U.S Tax Reform. Adjusted earnings per share, basic or diluted, is calculated as adjusted net income divided by the weighted average number of common shares, basic or diluted. The Company uses adjusted net income and adjusted earnings per share to measure its performance from one period to the next, without the variation caused by the impact of the items described above. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.
| Adjusted net income (unaudited, in millions of dollars, except per share data) |
Quarters ended September 30 |
Nine months ended September 30 |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Net income |
110.7 | 82.6 | 256.1 | 235.5 | ||||||||||||
| Amortization of intangible assets related to business acquisitions, net of tax |
11.1 | 12.0 | 33.1 | 35.1 | ||||||||||||
| Net change in fair value and accretion expense of contingent considerations, net of tax |
— | — | 0.1 | 0.1 | ||||||||||||
| Net change in fair value of derivatives, net of tax |
(0.2 | ) | — | — | — | |||||||||||
| Net foreign exchange (gain) loss, net of tax |
(0.3 | ) | 0.4 | (1.5 | ) | 0.6 | ||||||||||
| Bargain purchase gain |
— | — | (5.6 | ) | (10.8 | ) | ||||||||||
| Gain on sale of land and buildings and assets held for sale, net of tax |
(2.2 | ) | (7.0 | ) | (11.7 | ) | (15.7 | ) | ||||||||
| Net loss from discontinued operations |
— | — | — | 12.5 | ||||||||||||
| U.S. Tax Reform |
(3.2 | ) | — | 7.5 | — | |||||||||||
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| Adjusted net income |
115.8 | 88.1 | 278.0 | 257.2 | ||||||||||||
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| Adjusted earnings per share - basic |
1.27 | 1.07 | 3.17 | 3.06 | ||||||||||||
| Adjusted earnings per share - diluted |
1.25 | 1.04 | 3.11 | 2.99 | ||||||||||||
Note: due to rounding, totals may differ slightly from the sum.
| Note to readers: | Unaudited condensed consolidated interim financial statements and Management’s Discussion & Analysis are available on TFI International’s website at www.tfiintl.com. |
For further information:
Alain Bédard
Chairman, President and CEO
TFI International Inc.
(647) 729-4079
abedard@tfiintl.com
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the third quarter ended
September 30, 2020
| CONTENTS |
||||
| GENERAL INFORMATION |
2 | |||
| FORWARD-LOOKING STATEMENTS |
2 | |||
| SELECTED FINANCIAL DATA AND HIGHLIGHTS |
3 | |||
| ABOUT TFI INTERNATIONAL |
4 | |||
| CONSOLIDATED RESULTS |
4 | |||
| SEGMENTED RESULTS |
8 | |||
| LIQUIDITY AND CAPITAL RESOURCES |
14 | |||
| OUTLOOK |
17 | |||
| SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS |
18 | |||
| NON-IFRS FINANCIAL MEASURES |
18 | |||
| RISKS AND UNCERTAINTIES |
22 | |||
| CRITICAL ACCOUNTING POLICIES AND ESTIMATES |
35 | |||
| CHANGES IN ACCOUNTING POLICIES |
36 | |||
| CONTROLS AND PROCEDURES |
36 | |||
Management’s Discussion and Analysis
GENERAL INFORMATION
The following is TFI International Inc.’s management discussion and analysis (“MD&A”). Throughout this MD&A, the terms “Company”, “TFI International” and “TFI” shall mean TFI International Inc., and shall include its independent operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three- and nine-month periods ended September 30, 2020 with the corresponding three- and nine-month periods ended September 30, 2019 and it reviews the Company’s financial position as of September 30, 2020. It also includes a discussion of the Company’s affairs up to October 22, 2020, which is the date of this MD&A. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements of September 30, 2020 and the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2019.
In this document, all financial data are prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) unless otherwise noted. All amounts are in Canadian dollars, and the term “dollar”, as well as the symbols “$” and “C$”, designate Canadian dollars unless otherwise indicated. Variances may exist as numbers have been rounded. This MD&A also uses non-IFRS financial measures. Refer to the section of this report entitled “Non-IFRS Financial Measures” for a complete description of these measures.
The Company’s unaudited condensed consolidated interim financial statements have been approved by its Board of Directors (“Board”) upon recommendation of its audit committee on October 22, 2020. Prospective data, comments and analysis are also provided wherever appropriate to assist existing and new investors to see the business from a corporate management point of view. Such disclosure is subject to reasonable constraints for maintaining the confidentiality of certain information that, if published, would probably have an adverse impact on the competitive position of the Company.
Additional information relating to the Company can be found on its website at www.tfiintl.com. The Company’s continuous disclosure materials, including its annual and quarterly MD&A, annual and quarterly consolidated financial statements, annual report, annual information form, management proxy circular and the various press releases issued by the Company are also available on its website or directly through the SEDAR system at www.sedar.com.
FORWARD-LOOKING STATEMENTS
The Company may make statements in this report that reflect its current expectations regarding future results of operations, performance and achievements. These are “forward-looking” statements and reflect management’s current beliefs. They are based on information currently available to management. Words such as “may”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” or “continue” and words and expressions of similar import are intended to identify these forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected.
The Company wishes to caution readers not to place undue reliance on any forward-looking statements which reference issues only as of the date made. The following important factors could cause the Company’s actual financial performance to differ materially from that expressed in any forward-looking statement: the highly competitive market conditions, the Company’s ability to recruit, train and retain qualified drivers, fuel price variations and the Company’s ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, changes in governmental regulations applicable to the Company’s operations, adverse weather conditions, accidents, the market for used equipment, changes in interest rates, cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers, and credit market liquidity.
The foregoing list should not be construed as exhaustive, and the Company disclaims any subsequent obligation to revise or update any previously made forward-looking statements unless required to do so by applicable securities laws. Unanticipated events are likely to occur. Readers should also refer to the section “Risks and Uncertainties” at the end of this MD&A for additional information on risk factors and other events that are not within the Company’s control. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.
2
Management’s Discussion and Analysis
SELECTED FINANCIAL DATA AND HIGHLIGHTS
| (unaudited) (in thousands of dollars, except per share data) |
Three months ended September 30 |
Nine months ended September 30 |
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| 2020 | 2019* | 2018** | 2020 | 2019* | 2018** | |||||||||||||||||||
| Revenue before fuel surcharge |
1,155,035 | 1,165,820 | 1,127,440 | 3,292,975 | 3,447,153 | 3,345,918 | ||||||||||||||||||
| Fuel surcharge |
92,126 | 138,945 | 160,163 | 300,885 | 426,224 | 455,845 | ||||||||||||||||||
| Total revenue |
1,247,161 | 1,304,765 | 1,287,603 | 3,593,860 | 3,873,377 | 3,801,763 | ||||||||||||||||||
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| Adjusted EBITDA1 |
252,330 | 221,627 | 189,974 | 684,957 | 645,512 | 505,629 | ||||||||||||||||||
| Operating income from continuing operations |
155,972 | 131,949 | 126,196 | 405,902 | 385,854 | 322,856 | ||||||||||||||||||
| Net income |
110,661 | 82,641 | 86,713 | 256,076 | 235,455 | 215,266 | ||||||||||||||||||
| Net income from continuing operations |
110,661 | 82,641 | 86,713 | 256,076 | 247,933 | 215,266 | ||||||||||||||||||
| Adjusted net income1 |
115,761 | 88,123 | 95,017 | 277,980 | 257,220 | 235,350 | ||||||||||||||||||
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| Net cash from continuing operating activities |
189,598 | 187,062 | 166,557 | 609,210 | 489,116 | 369,655 | ||||||||||||||||||
| Free cash flow1 |
164,839 | 129,714 | 86,287 | 560,688 | 359,744 | 235,790 | ||||||||||||||||||
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| Per share data |
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| EPS – diluted |
1.19 | 0.98 | 0.96 | 2.87 | 2.74 | 2.37 | ||||||||||||||||||
| EPS from continuing operations - diluted |
1.19 | 0.98 | 0.96 | 2.87 | 2.88 | 2.37 | ||||||||||||||||||
| Adjusted EPS – diluted1 |
1.25 | 1.04 | 1.04 | 3.11 | 2.99 | 2.58 | ||||||||||||||||||
| Dividends |
0.26 | 0.24 | 0.21 | 0.78 | 0.72 | 0.63 | ||||||||||||||||||
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| As a percentage of revenue before fuel surcharge |
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| Adjusted EBITDA margin1 |
21.8 | % | 19.0 | % | 16.9 | % | 20.8 | % | 18.7 | % | 15.1 | % | ||||||||||||
| Depreciation of property and equipment |
4.9 | % | 4.9 | % | 4.4 | % | 5.2 | % | 4.8 | % | 4.4 | % | ||||||||||||
| Depreciation of right-of-use assets |
2.3 | % | 2.3 | % | — | 2.4 | % | 2.2 | % | — | ||||||||||||||
| Amortization of intangible assets |
1.4 | % | 1.4 | % | 1.4 | % | 1.4 | % | 1.4 | % | 1.4 | % | ||||||||||||
| Operating margin1 |
13.5 | % | 11.3 | % | 11.2 | % | 12.3 | % | 11.2 | % | 9.6 | % | ||||||||||||
| Adjusted operating ratio1 |
86.7 | % | 89.5 | % | 88.9 | % | 88.2 | % | 89.7 | % | 90.6 | % | ||||||||||||
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
| ** | The current period results include the impacts from the adoption of IFRS 16 Leases as discussed in note 3 of the 2019 audited consolidated financial statements. As is permitted with this new standard, comparative information has not been restated and, therefore, may not be comparable. |
Q3 Highlights
| • | Third quarter operating income of $156.0 million increased 18% relative to the same quarter last year on strengthening transportation demand following the COVID-19 trough, cost reductions enacted in response to the pandemic, strong execution across the organization, an asset-light approach, and ongoing cost efficiencies. |
| • | Operating margin1, a non-IFRS measure, increased to 13.5%, up 220 basis points relative to Q3 2019. |
| • | Net income of $110.7 million increased 34% compared to $82.6 million in Q3 2019. |
| • | Diluted earnings per share (diluted “EPS”) of $1.19 increased from $0.98 in Q3 2019. |
| • | Adjusted net income1, a non-IFRS measure, of $115.8 million increased from $88.1 million in Q3 2019. |
| • | Adjusted diluted EPS1, a non-IFRS measure, of $1.25 increased from $1.04 in Q3 2019. |
| • | Net cash from continuing operating activities of $189.6 million increased from $187.1 million in Q3 2019. |
| • | Free cash flow1, a non-IFRS measure, of $164.8 million increased from $129.7 million in Q3 2019. |
| • | The Company’s reportable segments performed as follows: |
| • | Package and Courier operating income increased 1% to $28.5 million; |
| • | Less-Than-Truckload operating income increased 36% to $35.0 million; |
| • | Truckload operating income decreased 2% to $74.6 million, operating income includes gains from sale of assets held for sale for $2.6 million in 2020 and $9.0 million in 2019, impacting operating income by a net $6.4 million; and |
| • | Logistics operating income increased 117% to $29.9 million. |
| • | On September 15, 2020, the Board of Directors of TFI declared a quarterly dividend of $0.26, an 8% increase over the $0.24 quarterly dividend in Q3 2019. |
| • | On October 22, 2020, the Board of Directors of TFI has approved a $0.29 quarterly dividend, a 12% increased over its previous quarterly dividend of $0.26 per share, effective as of the next regular payment. |
| • | During the quarter, TFI International acquired DSN Chemical Transportation, Keith Hall & Sons, substantially all the assets of CCC Transportation and related real estate and equipment, and selected assets of TBM Logistics Ltd. In addition, TFI agreed to purchase DLS Worldwide which is expected to close during the fourth quarter, and terminated the previously announced agreement to acquire APPS Transport. Subsequent to quarter end, TFI acquired the dry bulk business of Grammer Logistics and selected assets of Desrosiers Transport. |
| 1 | Refer to the section “Non-IFRS financial measures”. |
3
Management’s Discussion and Analysis
| • | As business conditions improved during the quarter, the Company reinstated full five-day work weeks for 486 employees, and rehired 298 employees full-time who had been furloughed. |
CONSOLIDATED RESULTS
This section provides general comments on the consolidated results of operations. A more detailed analysis is provided in the “Segmented results” section.
2020 business acquisitions
In line with its growth strategy, the Company has acquired eight businesses during 2020: the Courier Service business from R.R. Donnelley & Sons Company (“CSB”), Gusgo Transport (“Gusgo”), select assets of CT Transportation, LLC (“CT”), select assets of MCT Transportation, LLC (“MCT”), DSN Chemical Transportation (“DSN”), Keith Hall & Sons (“KHS”), substantially all the assets of CCC Transportation (“CCC”), and selected assets of TBM Logistics Ltd. (“TBM”).
4
Management’s Discussion and Analysis
On March 2, 2020, TFI International completed the acquisition of CSB. CSB operates primarily in the Midwest and Southeast U.S. serving the pharmaceutical, healthcare, retail, financial and transportation industries.
On June 18, 2020, TFI International completed the acquisition of Gusgo. Based in Ontario, Gusgo operates as a customs-bonded carrier of dry and temperature-controlled commodities in an approximately 500-mile radius around the Greater Toronto Area.
On June 26, 2020, TFI International completed the acquisition of CT. Based in Georgia, CT specializes in the flatbed transportation for major building product manufacturers and home improvement distributors throughout the Southeast and Mid-Atlantic regions of the United States.
On June 26, 2020, TFI International completed the acquisition of MCT. Based in South Dakota, MCT provides transportation for major companies in the packaged food, agriculture, medical and automotive industries, primarily throughout the Southeast and Mid-West regions of the United States.
On July 16, 2020, TFI International completed the acquisition of DSN. Based in Ontario, DSN provides 3PL transborder services for chemical transportation and warehousing for major companies.
On July 31, 2020, TFI International completed the acquisition of KHS. Based in Ontario, KHS provides food grade transporting services, hauling liquid, dry foods and general freight across North America.
On September 9, 2020, TFI International completed the acquisition of CCC. Based in Florida, CCC operates as a truckload carrier offering cement hauling services primarily in the Southeast region of the United States.
On September 18, 2020, TFI International completed the acquisition of TBM. Based in Alberta, TBM provides bulk transportation in Western Canada and the Pacific Northwest region of the United States.
Revenue
For the three months ended September 30, 2020, total revenue was $1,247.2 million, down 4%, or $57.6 million, from Q3 2019. The decrease is mainly due to a decline in revenue before fuel surcharge of $71.5 million and fuel surcharge revenue of $50.4 million, both from existing activities, partially offset from business acquisitions of $60.9 million. The decline is mainly attributable to a decrease in volume associated with the COVID-19 pandemic. The average exchange rate used to convert TFI International’s revenue generated in the U.S. was 0.9% higher this quarter (C$1.3321) as compared to the same quarter last year (C$1.3204).
For the nine-month period ended September 30, 2020, total revenue was $3.59 billion, down 7%, or $279.5 million, from $3.87 billion in the same period in 2019. The decrease in revenues stems primarily from COVID-19 principally impacting the second quarter during which revenues declined by $231.6 million.
Operating expenses from continuing operations
For the three months ended September 30, 2020, the Company’s operating expenses decreased by $81.6 million, to $1,091.2 million from $1,172.8 million in Q3 2019. The decrease is attributable to a decrease of $88.0 million, or 12%, in existing operating expenses offset by an increase from business acquisitions of $36.8 million. The decrease is attributable to a decrease in revenues and the benefit obtained from the Canadian Emergency Wage Subsidy.
Personnel expenses decreased by 2.8 percentage points of revenue before fuel surcharge primarily due to the Canadian Emergency Wage Subsidy of $22.4 million.
Other operating expenses, which are primarily composed of costs related to office and terminal rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses, remained comparable to the same period last year, increasing by 0.6 percentage points of revenue before fuel surcharge.
For the nine-month period ended September 30, 2020, the Company’s operating expenses from continuing operations decreased by $299.6 million from $3.49 billion in 2019 to $3.19 billion in 2020. The decrease is mainly attributable to measures taken to decrease costs to address the decrease in revenues due to the COVID-19 pandemic, operating improvements, better fleet utilization, lower material and service expenses in the Company’s existing operations and Canadian Emergency Wage Subsidy of $62.9 million, for a total of $486.5 million or 14%, offset by increases related to business acquisitions of $187.0 million.
Operating income from continuing operations
For the three months ended September 30, 2020, TFI International’s operating income increased by $24.0 million to $156.0 million compared to $131.9 million in the same quarter in 2019. The operating margin as a percentage of revenue before fuel surcharge improved, from 12.3% in Q3 2019 to 13.5% in Q3 2020.The Logistics, LTL and Truckload (TL) segments reported margin increases of 5.3 percentage points, 7.2 percentage points and 0.1 percentage points, respectively, and Package and Courier segment reported a margin decrease of 0.8 percentage points. The margin for the TL was impacted by greater gains on the sale of assets held for sale in 2019 of $9.0 million compared to $2.6 million in 2020. The net of $6.4 million represents 1.1 percentage point impact.
5
Management’s Discussion and Analysis
Finance income and costs
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| Finance costs (income) |
2020 | 2019* | 2020 | 2019* | ||||||||||||
| Interest expense on long-term debt |
9,921 | 14,662 | 37,395 | 43,314 | ||||||||||||
| Interest expense on lease liabilities |
4,183 | 4,590 | 12,679 | 13,991 | ||||||||||||
| Interest income and accretion on promissory note |
(184 | ) | (728 | ) | (1,041 | ) | (2,183 | ) | ||||||||
| Net change in fair value and accretion expense of contingent considerations |
4 | 54 | 113 | 191 | ||||||||||||
| Net foreign exchange (gain) loss |
(443 | ) | 545 | (2,088 | ) | 790 | ||||||||||
| Net change in fair value of interest rate derivatives |
(336 | ) | — | — | — | |||||||||||
| Others |
2,246 | 2,097 | 5,104 | 5,720 | ||||||||||||
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| Net finance costs |
15,391 | 21,220 | 52,162 | 61,823 | ||||||||||||
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| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
Interest expense on long-term debt
Interest expense on long-term debt for the three-month period ended September 30, 2020 was $4.7 million less than the same quarter last year. The decrease is mainly attributable to a reduction of the average debt from $1,789.5 million for the three months ended September 30, 2019 to $1,281.9 million for the three months ended September 30, 2020, and a lower average interest rate.
Net foreign exchange gain or loss and net investment hedge
The Company designates as a hedge a portion of its U.S. dollar denominated debt held against its net investments in U.S. operations. This accounting treatment allows the Company to offset the designated portion of foreign exchange gain (or loss) of its debt against the foreign exchange loss (or gain) of its net investments in U.S. operations and present them in other comprehensive income. Net foreign exchange gains or losses recorded in income or loss are attributable to the U.S. dollar portion of the Company’s credit facility not designated as a hedge and to other financial assets and liabilities denominated in foreign currencies. For the three-month period ended September 30, 2020, a gain of $9.6 million of foreign exchange variations (a gain of $8.4 million net of tax) was recorded to other comprehensive income as net investment hedge. For the three-month period ended September 30, 2019, a loss of $3.4 million of foreign exchange variations (a loss of $3.0 million net of tax) was recorded to other comprehensive income as net investment hedge.
Net change in fair value of derivatives and cash flow hedge
The fair values of the Company’s derivative financial instruments, which are used to mitigate foreign exchange and interest rate risks, are subject to market price fluctuations in foreign exchange and interest rates.
The Company designates a portion of the interest rate derivatives as a hedge of the variable interest rate instruments. For the hedged interest rate derivatives, the effective portion of changes in fair value of the derivatives is recognized in other comprehensive income. For the three-month period ended September 30, 2020, a gain of $0.3 million on change in fair value of interest rate derivatives (a gain of $0.3 million net of tax) was entirely designated as cash flow hedge and recorded to other comprehensive income as a change in the fair value of the cash flow hedge. For the three-month period ended September 30, 2019, a $2.5 million loss on change in fair value of interest rate derivatives (a loss of $1.8 million net of tax) was designated as cash flow hedge and recorded to other comprehensive income as a change in the fair value of the cash flow hedge.
Income tax expense
For the three months ended September 30, 2020, the Company’s effective tax rate was 21.2%. The income tax expense of $29.9 million reflects a $7.3 million favourable variance versus an anticipated income tax expense of $37.3 million based on the Company’s statutory tax rate of 26.5%. The favourable variance is mainly due to favourable variations from the Treasury Regulations, interpretive guidance clarifying the U.S. Tax Reform Bill of $3.2 million, and tax-exempt income of $4.1 million.
For the nine months ended September 30, 2020, the Company’s effective tax rate was 27.6%. The income tax expense of $97.7 million reflects a $4.0 million unfavourable variance versus an anticipated income tax expense of $93.7 million based on the Company’s statutory tax rate of 26.5%. The unfavourable variance is mainly due to negative variations from the Treasury Regulations, interpretive guidance clarifying the U.S. Tax Reform Bill of $7.5 million and non-deductible expenses of $10.2 million offset by positive variations from lower effective rates in other jurisdictions of $6.7 million and for tax exempt income of $7.0 million.
The U.S. Tax Reform introduces important changes to U.S. corporate income tax laws that may significantly affect the Group in future years including the creation of a new Base Erosion Anti-abuse Tax (BEAT) that subjects certain payments from U.S. corporations to foreign related parties to additional taxes, and limitations to the deduction for net interest expense incurred by U.S. corporations. Future regulations and interpretations to be issued by U.S. authorities may also impact the Group’s estimates and assumptions used in calculating its income tax provisions. On April 7, 2020, the U.S. Treasury Department issued Treasury Regulations, interpretive guidance clarifying the U.S. Tax Reform Bill. As anticipated, a tax benefit relating to 2019 and Q1 2020 was disallowed, resulting in a one-time tax expense of $10.1 million in Q2 2020. On July 23, 2020, the U.S. Treasury Department issued final regulations on changes made to the U.S. Tax Reform Bill. It introduces a High-Tax Exception under the Global Intangible Low-taxed Income (GILTI) provisions. A tax benefit relating to 2018 and 2019 was recorded, resulting in a one-time tax recovery of $2.6 million in 2020.
6
Management’s Discussion and Analysis
In addition to the above, significant 2020 lower addition to property and equipment from the company’s US operations ($43.4 million in 2020 compared to $143.7 million in 2019) resulted in a higher 2020 current tax expense as a percentage of income before income tax as the Company is taking full depreciation on these capital expenditures.
Net loss from discontinued operations
During the nine months ended September 30, 2019, the Company recognized a net loss on an accident claim of $12.5 million, or $16.6 million net of $4.1 million of tax recovery. This claim originated from an operating entity within the discontinued rig moving operations which were closed in 2015.
Net income and adjusted net income
| (unaudited) (in thousands of dollars, except per share data) |
Three months ended September 30 |
Nine months ended September 30 |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Net income |
110,661 | 82,641 | 256,076 | 235,455 | ||||||||||||
| Amortization of intangible assets related to business acquisitions, net of tax |
11,083 | 12,015 | 33,076 | 35,078 | ||||||||||||
| Net change in fair value and accretion expense of contingent considerations, net of tax |
3 | 40 | 83 | 140 | ||||||||||||
| Net change in fair value of derivatives, net of tax |
(247 | ) | — | — | — | |||||||||||
| Net foreign exchange (gain) loss, net of tax |
(326 | ) | 399 | (1,535 | ) | 579 | ||||||||||
| Bargain purchase gain |
— | — | (5,584 | ) | (10,787 | ) | ||||||||||
| Gain on sale of land and buildings and assets held for sale, net of tax |
(2,248 | ) | (6,972 | ) | (11,681 | ) | (15,723 | ) | ||||||||
| Net loss from discontinued operations |
— | — | — | 12,478 | ||||||||||||
| U.S. Tax Reform |
(3,165 | ) | — | 7,545 | — | |||||||||||
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| Adjusted net income1 |
115,761 | 88,123 | 277,980 | 257,220 | ||||||||||||
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| Adjusted EPS – basic1 |
1.27 | 1.07 | 3.17 | 3.06 | ||||||||||||
| Adjusted EPS – diluted1 |
1.25 | 1.04 | 3.11 | 2.99 | ||||||||||||
For the three months ended September 30, 2020, TFI International’s net income was $110.7 million compared to $82.6 million in Q3 2019. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $115.8 million this quarter compared to $88.1 million in Q3 2019, an increase of 31% or $27.6 million. Adjusted EPS, fully diluted, increased by $0.21 to $1.25 from $1.04 in Q3 2019.
For the nine months ended September 30, 2020, TFI International’s net income was $256.1 million compared to $235.5 million in 2019. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $278.0 million in 2020 compared to $257.2 million in 2019, up 8% or $20.8 million. Adjusted EPS, fully diluted, increased by $0.12 to $3.11 from $2.99 in 2019.
| 1 | Refer to the section “Non-IFRS financial measures”. |
7
Management’s Discussion and Analysis
SEGMENTED RESULTS
To facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses. Note that “Total revenue” is not affected by this reallocation.
Selected segmented financial information
| (unaudited) (in thousands of dollars) |
Package and Courier |
Less- Than- Truckload |
Truckload | Logistics | Corporate | Eliminations | Total | |||||||||||||||||||||
| Three months ended September 30, 2020 |
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| Revenue before fuel surcharge1 |
163,191 | 177,384 | 544,739 | 279,818 | — | (10,097 | ) | 1,155,035 | ||||||||||||||||||||
| % of total revenue2 |
14 | % | 16 | % | 47 | % | 23 | % | 100 | % | ||||||||||||||||||
| Adjusted EBITDA |
36,956 | 51,423 | 134,914 | 40,463 | (11,426 | ) | — | 252,330 | ||||||||||||||||||||
| Adjusted EBITDA margin3 |
22.6 | % | 29.0 | % | 24.8 | % | 14.5 | % | 21.8 | % | ||||||||||||||||||
| Operating income (loss) |
28,527 | 34,993 | 74,569 | 29,910 | (12,027 | ) | — | 155,972 | ||||||||||||||||||||
| Operating margin3 |
17.5 | % | 19.7 | % | 13.7 | % | 10.7 | % | 13.5 | % | ||||||||||||||||||
| Net capital expenditures excluding property4 |
2,668 | 2,248 | 12,019 | 18 | 93 | 17,046 | ||||||||||||||||||||||
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| Three months ended September 30, 2019* |
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| Revenue before fuel surcharge1 |
154,830 | 205,434 | 557,205 | 256,791 | — | (8,440 | ) | 1,165,820 | ||||||||||||||||||||
| % of total revenue2 |
14 | % | 18 | % | 48 | % | 20 | % | 100 | % | ||||||||||||||||||
| Adjusted EBITDA |
35,490 | 43,621 | 127,380 | 25,926 | (10,790 | ) | — | 221,627 | ||||||||||||||||||||
| Adjusted EBITDA margin3 |
22.9 | % | 21.2 | % | 22.9 | % | 10.1 | % | 19.0 | % | ||||||||||||||||||
| Operating income (loss) |
28,232 | 25,791 | 75,762 | 13,796 | (11,632 | ) | — | 131,949 | ||||||||||||||||||||
| Operating margin3 |
18.2 | % | 12.6 | % | 13.6 | % | 5.4 | % | 11.3 | % | ||||||||||||||||||
| Net capital expenditures excluding property 4 |
6,869 | 2,145 | 62,552 | (9 | ) | 8 | 71,565 | |||||||||||||||||||||
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| Nine months ended September 30, 2020 |
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| Revenue before fuel surcharge1 |
442,202 | 515,984 | 1,549,445 | 813,544 | — | (28,200 | ) | 3,292,975 | ||||||||||||||||||||
| % of total revenue2 |
13 | % | 16 | % | 47 | % | 24 | % | 100 | % | ||||||||||||||||||
| Adjusted EBITDA |
91,979 | 137,260 | 381,380 | 105,556 | (31,218 | ) | — | 684,957 | ||||||||||||||||||||
| Adjusted EBITDA margin3 |
20.8 | % | 26.6 | % | 24.6 | % | 13.0 | % | 20.8 | % | ||||||||||||||||||
| Operating income (loss) |
66,633 | 86,093 | 207,097 | 78,550 | (32,471 | ) | — | 405,902 | ||||||||||||||||||||
| Operating margin3 |
15.1 | % | 16.7 | % | 13.4 | % | 9.7 | % | 12.3 | % | ||||||||||||||||||
| Total assets less intangibles assets |
243,505 | 508,730 | 1,560,962 | 199,015 | 402,944 | 2,915,156 | ||||||||||||||||||||||
| Net capital expenditures excluding property4 |
18,782 | 9,136 | 25,316 | 279 | 166 | 53,679 | ||||||||||||||||||||||
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| Nine months ended September 30, 2019* |
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| Revenue before fuel surcharge1 |
460,302 | 632,495 | 1,654,710 | 725,990 | — | (26,344 | ) | 3,447,153 | ||||||||||||||||||||
| % of total revenue2 |
14 | % | 19 | % | 48 | % | 19 | % | 100 | % | ||||||||||||||||||
| Adjusted EBITDA |
102,328 | 126,763 | 361,800 | 81,211 | (26,590 | ) | — | 645,512 | ||||||||||||||||||||
| Adjusted EBITDA margin3 |
22.2 | % | 20.0 | % | 21.9 | % | 11.2 | % | 18.7 | % | ||||||||||||||||||
| Operating income (loss) |
79,163 | 83,701 | 193,747 | 57,618 | (28,375 | ) | — | 385,854 | ||||||||||||||||||||
| Operating margin3 |
17.2 | % | 13.2 | % | 11.7 | % | 7.9 | % | 11.2 | % | ||||||||||||||||||
| Total assets less intangibles assets |
226,099 | 518,349 | 1,610,566 | 214,194 | 56,171 | 2,625,379 | ||||||||||||||||||||||
| Net capital expenditures excluding property 4 |
12,304 | 14,592 | 130,481 | 618 | 715 | 158,710 | ||||||||||||||||||||||
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| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
| 1 | Includes intersegment revenue. |
| 2 | Segment revenue including fuel and intersegment revenue to consolidated revenue including fuel and intersegment revenue. |
| 3 | As a percentage of revenue before fuel surcharge. |
| 4 | Additions to rolling stock and equipment, net of proceeds from sale of rolling stock and equipment and assets held for sale excluding property. |
8
Management’s Discussion and Analysis
Package and Courier
| (unaudited) | Three months ended September 30 |
Nine months ended September 30 |
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| (in thousands of dollars) |
2020 | % | 2019 | % | 2020 | % | 2019 | % | ||||||||||||||||||||||||
| Total revenue |
177,557 | 176,170 | 488,318 | 524,399 | ||||||||||||||||||||||||||||
| Fuel surcharge |
(14,366 | ) | (21,340 | ) | (46,116 | ) | (64,097 | ) | ||||||||||||||||||||||||
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| Revenue |
163,191 | 100.0 | % | 154,830 | 100.0 | % | 442,202 | 100.0 | % | 460,302 | 100.0 | % | ||||||||||||||||||||
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| Materials and services expenses (net of fuel surcharge) |
76,327 | 46.8 | % | 67,569 | 43.6 | % | 200,700 | 45.4 | % | 196,263 | 42.6 | % | ||||||||||||||||||||
| Personnel expenses |
42,719 | 26.2 | % | 44,344 | 28.6 | % | 126,597 | 28.6 | % | 136,753 | 29.7 | % | ||||||||||||||||||||
| Other operating expenses |
7,147 | 4.4 | % | 7,424 | 4.8 | % | 22,861 | 5.2 | % | 25,201 | 5.5 | % | ||||||||||||||||||||
| Depreciation of property and equipment |
3,839 | 2.4 | % | 3,504 | 2.3 | % | 11,333 | 2.6 | % | 9,884 | 2.1 | % | ||||||||||||||||||||
| Depreciation of right-of-use assets |
4,276 | 2.6 | % | 4,643 | 3.0 | % | 13,063 | 3.0 | % | 13,607 | 3.0 | % | ||||||||||||||||||||
| Amortization of intangible assets |
314 | 0.2 | % | 310 | 0.2 | % | 946 | 0.2 | % | 873 | 0.2 | % | ||||||||||||||||||||
| (Gain) loss on sale of rolling stock and equipment |
46 | 0.0 | % | 2 | 0.0 | % | 78 | 0.0 | % | (242 | ) | -0.1 | % | |||||||||||||||||||
| (Gain) loss on derecognition of right-of-use assets |
(4 | ) | -0.0 | % | 1 | 0.0 | % | (13 | ) | -0.0 | % | (1 | ) | -0.0 | % | |||||||||||||||||
| (Gain) loss on sale of land and buildings and assets held for sale |
— | — | (1,199 | ) | -0.8 | % | 4 | 0.0 | % | (1,199 | ) | -0.3 | % | |||||||||||||||||||
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| Operating income |
28,527 | 17.5 | % | 28,232 | 18.2 | % | 66,633 | 15.1 | % | 79,163 | 17.2 | % | ||||||||||||||||||||
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| Adjusted EBITDA |
36,956 | 22.6 | % | 35,490 | 22.9 | % | 91,979 | 20.8 | % | 102,328 | 22.2 | % | ||||||||||||||||||||
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| Operational data | Three months ended September 30 |
Nine months ended September 30 |
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| (unaudited) |
2020 | 2019 | Variance | % | 2020 | 2019 | Variance | % | ||||||||||||||||||||||||
| Revenue per pound (including fuel) |
$ | 0.45 | $ | 0.44 | $ | 0.01 | 2.3 | % | $ | 0.48 | $ | 0.47 | $ | 0.01 | 2.1 | % | ||||||||||||||||
| Revenue per pound (excluding fuel) |
$ | 0.41 | $ | 0.39 | $ | 0.02 | 5.1 | % | $ | 0.43 | $ | 0.41 | $ | 0.02 | 4.9 | % | ||||||||||||||||
| Revenue per shipment (including fuel) |
$ | 8.14 | $ | 8.23 | ($ | 0.09 | ) | -1.1 | % | $ | 8.32 | $ | 8.26 | $ | 0.06 | 0.7 | % | |||||||||||||||
| Tonnage (in thousands of metric tons) |
179 | 180 | (1 | ) | -0.6 | % | 466 | 510 | -44 | -8.6 | % | |||||||||||||||||||||
| Shipments (in thousands) |
21,806 | 21,398 | 408 | 1.9 | % | 58,669 | 63,499 | -4,830 | -7.6 | % | ||||||||||||||||||||||
| Average weight per shipment (in lbs.) |
18.09 | 18.54 | (0.45 | ) | -2.4 | % | 17.51 | 17.70 | -0.19 | -1.1 | % | |||||||||||||||||||||
| Vehicle count, average |
1,031 | 1,001 | 30 | 3.0 | % | 1,028 | 984 | 44 | 4.5 | % | ||||||||||||||||||||||
| Weekly revenue per vehicle (incl. fuel, in thousands of dollars) |
$ | 13.25 | $ | 13.54 | ($ | 0.29 | ) | -2.1 | % | $ | 12.18 | $ | 13.66 | ($ | 1.48 | ) | -10.8 | % | ||||||||||||||
Revenue
For the three-months ended September 30, 2020, revenue increased by $8.4 million or 5%, from $154.8 million in 2019 to $163.2 million in 2020. This increase in revenue is attributable to a 5.1% increase in revenue per pound (excluding fuel surcharge) partially offset by a 0.6% decrease in tonnage. The decrease in tonnage was the result of a 2.4% decrease in average weight per shipment offset by a 1.9% increase in number of shipments. This combination is the result of a higher volume of B2C shipments in 2020. Also, during the three-month period ended September 30, 2020, the Package and Courier segment experienced an IT security breach that had a negative impact on the segment’s revenue estimated at $8 million.
For the nine-months ended September 30, 2020, revenue decreased by $18.1 million or 4%, from $460.3 million in 2019 to $442.2 million in 2020. The decrease is mostly related to COVID-19 related business disruptions in the early months of the pandemic.
Operating expenses
For the three months ended September 30, 2020, materials and services expenses, net of fuel surcharge revenue, increased $8.8 million or 13%, partly due to a $1.7 million increase in subcontractor costs and a $0.9 million increase in external personnel. Personnel expenses, excluding credits received under Canada Emergency Wage Subsidy of $2.6 million, as a percentage of revenue decreased from 28.6% in 2019 to 27.7% in 2020. This decrease is mostly the results of a reduction in administrative salaries, partially offset by an increase in direct labor needed to manually handle the volume during the IT security breach.
For the nine months ended September 30, 2020, materials and services expenses, net of fuel surcharge revenue, increased $4.4 million or 2.3%. Personnel expenses, excluding credits received under Canada Emergency Wage Subsidy of $7.7 million, as a percentage of revenue increased from 29.7% in 2019 to 30.4% in 2020 mainly due to an increase in direct salaries from increased B2C deliveries. Other operating expenses decreased $2.3 million in the first nine months of 2020. Depreciation of property and equipment increased $1.4 million, or 15%, when compared to the same period in 2019, mostly due to higher rolling stock depreciation and large investment in conveyors put into operation.
9
Management’s Discussion and Analysis
Operating income
Operating income for the three months ended September 30, 2020 increased by 1% or $0.3 million compared to the third quarter of 2019 and the operating margin was 17.5% in the third quarter of 2020 compared to 18.2% for the same period in 2019. This year-over-year increase in operating income is impacted by the IT security breach estimated to have a negative impact of approximately $3 million.
For the nine-month period ended September 30, 2020, operating income decreased by $12.5 million to $66.6 million. This decrease is due to the first half of the year and the impact of the COVID-19 pandemic.
Less-Than-Truckload
| (unaudited) | Three months ended September 30 |
Nine months ended September 30 |
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| (in thousands of dollars) |
2020 | % | 2019 | % | 2020 | % | 2019 | % | ||||||||||||||||||||||||
| Total revenue |
198,201 | 237,644 | 583,256 | 733,530 | ||||||||||||||||||||||||||||
| Fuel surcharge |
(20,817 | ) | (32,210 | ) | (67,272 | ) | (101,035 | ) | ||||||||||||||||||||||||
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| Revenue |
177,384 | 100.0 | % | 205,434 | 100.0 | % | 515,984 | 100.0 | % | 632,495 | 100.0 | % | ||||||||||||||||||||
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| Materials and services expenses (net of fuel surcharge) |
85,206 | 48.0 | % | 101,623 | 49.5 | % | 250,273 | 48.5 | % | 319,802 | 50.6 | % | ||||||||||||||||||||
| Personnel expenses |
35,751 | 20.2 | % | 52,389 | 25.5 | % | 111,742 | 21.7 | % | 161,611 | 25.6 | % | ||||||||||||||||||||
| Other operating expenses |
5,272 | 3.0 | % | 7,912 | 3.9 | % | 17,558 | 3.4 | % | 25,154 | 4.0 | % | ||||||||||||||||||||
| Depreciation of property and equipment |
6,308 | 3.6 | % | 7,123 | 3.5 | % | 19,670 | 3.8 | % | 19,374 | 3.1 | % | ||||||||||||||||||||
| Depreciation of right-of-use assets |
7,287 | 4.1 | % | 7,930 | 3.9 | % | 23,027 | 4.5 | % | 24,808 | 3.9 | % | ||||||||||||||||||||
| Amortization of intangible assets |
2,814 | 1.6 | % | 2,777 | 1.4 | % | 8,404 | 1.6 | % | 8,279 | 1.3 | % | ||||||||||||||||||||
| Gain on sale of rolling stock and equipment |
(194 | ) | -0.1 | % | (109 | ) | -0.1 | % | (618 | ) | -0.1 | % | (483 | ) | -0.1 | % | ||||||||||||||||
| Gain on derecognition of right-of-use assets |
(74 | ) | -0.0 | % | (2 | ) | -0.0 | % | (231 | ) | -0.0 | % | (352 | ) | -0.1 | % | ||||||||||||||||
| (Gain) loss on sale of assets held for sale |
21 | 0.0 | % | — | — | 66 | 0.0 | % | (9,399 | ) | -1.5 | % | ||||||||||||||||||||
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| Operating income |
34,993 | 19.7 | % | 25,791 | 12.6 | % | 86,093 | 16.7 | % | 83,701 | 13.2 | % | ||||||||||||||||||||
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| Adjusted EBITDA |
51,423 | 29.0 | % | 43,621 | 21.2 | % | 137,260 | 26.6 | % | 126,763 | 20.0 | % | ||||||||||||||||||||
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| Operational data | Three months ended September 30 |
Nine months ended September 30 |
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|
(unaudited) |
2020 | 2019 | Variance | % | 2020 | 2019 | Variance | % | ||||||||||||||||||||||||
| Adjusted operating ratio |
80.3 | % | 87.4 | % | 83.3 | % | 88.3 | % | ||||||||||||||||||||||||
| Revenue per hundredweight (excluding fuel) |
$ | 13.04 | $ | 13.51 | ($ | 0.47 | ) | -3.5 | % | $ | 13.03 | $ | 13.32 | ($ | 0.29 | ) | -2.2 | % | ||||||||||||||
| Revenue per shipment (including fuel) |
$ | 311.15 | $ | 320.28 | $ | 9.13 | -2.9 | % | $ | 324.03 | $ | 318.79 | $ | 5.24 | 1.6 | % | ||||||||||||||||
| Tonnage (in thousands of tons) |
680 | 760 | (80 | ) | -10.5 | % | 1,980 | 2,375 | (395 | ) | -16.6 | % | ||||||||||||||||||||
| Shipments (in thousands) |
637 | 742 | (105 | ) | -14.2 | % | 1,800 | 2,301 | (501 | ) | -21.8 | % | ||||||||||||||||||||
| Average weight per shipment (in lbs) |
2,135 | 2,049 | 86 | 4.2 | % | 2,200 | 2,064 | 136 | 6.6 | % | ||||||||||||||||||||||
| Average length of haul (in miles) |
823 | 824 | (1 | ) | -0.1 | % | 820 | 827 | (7 | ) | -0.8 | % | ||||||||||||||||||||
| Vehicle count, average |
886 | 1,031 | (145 | ) | -14.1 | % | 924 | 1,027 | (103 | ) | -10.0 | % | ||||||||||||||||||||
Revenue
For the three months ended September 30, 2020, the LTL segment’s revenue was $177.4 million, a $28.1 million, or 14%, decrease when compared to the same period in 2019. The decrease in revenue is due to a 10.5% decrease in tonnage combined with a 3.6% decrease in revenue per hundredweight (excluding fuel). The decrease in tonnage is the result of a 14.2% decrease in shipments partially offset by a 4.2% increase in average weight per shipment. Despite the decline in revenues for the three months ended September 30, 2020 of 14%, the revenues have improved from the second quarter, which was heavily impacted by the COVID-19 pandemic, where revenues decreased 28% as compared to the same prior year period.
For the nine months ended September 30, 2020, revenue decreased $116.5 million or 18.4% to $516.0 million.
Operating expenses
For the three months ended September 30, 2020, materials and services expenses, net of fuel surcharge revenue, decreased $16.4 million, or 16.2%, mostly due to a $21.5 million decrease in sub-contractor cost attributable to a decrease in tonnage. Following the same trend, personnel expenses decreased 32% year-over-year, attributable to the decrease in tonnage and credits from the Canada Emergency Wage Subsidy of $8.1 million. Other operating expenses decreased $2.6 million in the third quarter of 2020, mainly due to a $0.9 million reduction in real estate cost combined with $0.6 million reduction in external personnel and a $0.7 million reduction in travel and bad debt expense. Depreciation of property and equipment decreased $0.8 million mostly because of the reduction in vehicle count that decreased 14% year-over-year.
For the nine months ended September 30, 2020, materials and services expenses, net of fuel surcharge, decreased $69.5 million, or 21.7%, due to a $76.6 million reduction in subcontractor cost. Personnel expenses as a percentage of revenue before fuel surcharge decreased from 25.6% in 2019 to 21.7% in 2020, mostly due to credits of $24.9 million from the Canada Emergency Wage Subsidy partially offset by a $3.3 million increase in severance cost. Other operating expenses decreased $7.6 million when compared to the same period in 2019, mainly due to a $2.9 million decrease in real estate cost combined with a $1.3 million reduction in external personnel and a $1.9 million reduction in travel and IT cost.
10
Management’s Discussion and Analysis
Operating income
Operating income for the three months ended September 30, 2020 increased $9.2 million, or 36%, when compared to the same period in 2019. As a percentage of revenue, operating income was 19.7% during the third quarter of 2020, versus 12.6% for the same period in 2019.
For the nine months ended September 30, 2020, operating income increased $2.4 million to $86.1 million. This increase was impacted by a $9.4 million gain on sale of assets held for sale that was recorded in the first quarter of 2019. Excluding the gain on assets held for sale, operating income of the LTL segment for the nine-month period ended September 30, 2020, increased $11.9 million, or 16%, when compared to the same period in 2019.
Truckload
| (unaudited) | Three months ended September 30 |
Nine months ended September 30 |
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| (in thousands of dollars) |
2020 | % | 2019 | % | 2020 | % | 2019 | % | ||||||||||||||||||||||||
| Total revenue |
595,695 | 633,547 | 1,717,310 | 1,889,630 | ||||||||||||||||||||||||||||
| Fuel surcharge |
(50,956 | ) | (76,342 | ) | (167,865 | ) | (234,920 | ) | ||||||||||||||||||||||||
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| Revenue |
544,739 | 100.0 | % | 557,205 | 100.0 | % | 1,549,445 | 100.0 | % | 1,654,710 | 100.0 | % | ||||||||||||||||||||
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| Materials and services expenses (net of fuel surcharge) |
225,692 | 41.4 | % | 234,099 | 42.0 | % | 628,500 | 40.6 | % | 701,824 | 42.4 | % | ||||||||||||||||||||
| Personnel expenses |
167,142 | 30.7 | % | 184,550 | 33.1 | % | 496,269 | 32.0 | % | 551,734 | 33.3 | % | ||||||||||||||||||||
| Other operating expenses |
18,385 | 3.4 | % | 17,387 | 3.1 | % | 51,357 | 3.3 | % | 54,425 | 3.3 | % | ||||||||||||||||||||
| Depreciation of property and equipment |
45,374 | 8.3 | % | 45,085 | 8.1 | % | 137,825 | 8.9 | % | 132,785 | 8.0 | % | ||||||||||||||||||||
| Depreciation of right-of-use assets |
10,821 | 2.0 | % | 7,896 | 1.4 | % | 30,036 | 1.9 | % | 22,820 | 1.4 | % | ||||||||||||||||||||
| Amortization of intangible assets |
6,765 | 1.2 | % | 7,657 | 1.4 | % | 19,868 | 1.3 | % | 22,240 | 1.3 | % | ||||||||||||||||||||
| Gain on sale of rolling stock and equipment |
(1,333 | ) | -0.2 | % | (5,932 | ) | -1.1 | % | (7,626 | ) | -0.5 | % | (14,747 | ) | -0.9 | % | ||||||||||||||||
| Gain on derecognition of right-of-use assets |
(61 | ) | -0.0 | % | (279 | ) | -0.1 | % | (435 | ) | -0.0 | % | (326 | ) | -0.0 | % | ||||||||||||||||
| Gain on sale of assets held for sale |
(2,615 | ) | -0.5 | % | (9,020 | ) | -1.6 | % | (13,446 | ) | -0.9 | % | (9,792 | ) | -0.6 | % | ||||||||||||||||
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| Operating income |
74,569 | 13.7 | % | 75,762 | 13.6 | % | 207,097 | 13.4 | % | 193,747 | 11.7 | % | ||||||||||||||||||||
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| Adjusted EBITDA |
134,914 | 24.8 | % | 127,380 | 22.9 | % | 381,380 | 24.6 | % | 361,800 | 21.9 | % | ||||||||||||||||||||
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| Operational data (unaudited) | Three months ended September 30 |
Nine months ended September 30 |
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| (all Canadian dollars unless otherwise specified) |
2020 | 2019 | Variance | % | 2020 | 2019 | Variance | % | ||||||||||||||||||||||||
| U.S. based Conventional TL |
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| Revenue (in thousands of U.S. dollars) |
166,413 | 162,377 | 4,036 | 2.5 | % | 471,115 | 490,297 | (19,182 | ) | -3.9 | % | |||||||||||||||||||||
| Adjusted operating ratio |
91.2 | % | 90.9 | % | 92.1 | % | 91.2 | % | ||||||||||||||||||||||||
| Total mileage (in thousands) |
91,443 | 88,636 | 2,807 | 3.2 | % | 262,922 | 267,199 | (4,277 | ) | -1.6 | % | |||||||||||||||||||||
| Tractor count, average |
3,028 | 2,942 | 86 | 2.9 | % | 2,955 | 2,970 | (15 | ) | -0.5 | % | |||||||||||||||||||||
| Trailer count, average |
11,294 | 11,028 | 266 | 2.4 | % | 10,916 | 11,008 | (92 | ) | -0.8 | % | |||||||||||||||||||||
| Tractor age |
2.3 | 1.8 | 0.5 | 27.8 | % | 2.3 | 1.8 | 0.5 | 27.8 | % | ||||||||||||||||||||||
| Trailer age |
6.4 | 6.8 | (0.4 | ) | -5.9 | % | 6.4 | 6.8 | (0.4 | ) | -5.9 | % | ||||||||||||||||||||
| Number of owner operators, average |
578 | 376 | 202 | 53.7 | % | 493 | 387 | 106 | 27.4 | % | ||||||||||||||||||||||
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| Canadian based Conventional TL |
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| Revenue (in thousands of dollars) |
68,732 | 71,299 | (2,567 | ) | -3.6 | % | 199,929 | 226,131 | (26,202 | ) | -11.6 | % | ||||||||||||||||||||
| Adjusted operating ratio |
85.7 | % | 83.1 | % | 86.7 | % | 85.5 | % | ||||||||||||||||||||||||
| Total mileage (in thousands) |
21,870 | 23,019 | (1,149 | ) | -5.0 | % | 66,117 | 74,706 | (8,589 | ) | -11.5 | % | ||||||||||||||||||||
| Tractor count, average |
591 | 657 | (66 | ) | -10.0 | % | 601 | 698 | (97 | ) | -13.9 | % | ||||||||||||||||||||
| Trailer count, average |
2,761 | 2,824 | (63 | ) | -2.2 | % | 2,791 | 2,903 | (112 | ) | -3.9 | % | ||||||||||||||||||||
| Tractor age |
2.2 | 2.6 | (0.4 | ) | -15.4 | % | 2.2 | 2.6 | (0.4 | ) | -15.4 | % | ||||||||||||||||||||
| Trailer age |
5.5 | 5.5 | 0.0 | 0.0 | % | 5.5 | 5.5 | 0.0 | 0.0 | % | ||||||||||||||||||||||
| Number of owner operators, average |
298 | 348 | (50 | ) | -14.4 | % | 297 | 351 | (54 | ) | -15.4 | % | ||||||||||||||||||||
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| Specialized TL |
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| Revenue (in thousands of dollars) |
255,952 | 273,029 | (17,077 | ) | -6.3 | % | 716,387 | 784,955 | (68,568 | ) | -8.7 | % | ||||||||||||||||||||
| Adjusted operating ratio |
83.3 | % | 87.1 | % | 83.7 | % | 88.0 | % | ||||||||||||||||||||||||
| Tractor count, average |
2,219 | 2,194 | 25 | 1.1 | % | 2,023 | 2,066 | (43 | ) | -2.1 | % | |||||||||||||||||||||
| Trailer count, average |
6,594 | 6,341 | 253 | 4.0 | % | 6,128 | 6,104 | 24 | 0.4 | % | ||||||||||||||||||||||
| Tractor age |
3.9 | 4.1 | (0.2 | ) | -4.9 | % | 3.9 | 4.1 | (0.2 | ) | -4.9 | % | ||||||||||||||||||||
| Trailer age |
12.4 | 11.4 | 1.0 | 8.8 | % | 12.4 | 11.4 | 1.0 | 8.8 | % | ||||||||||||||||||||||
| Number of owner operators, average |
1,122 | 1,225 | (103 | ) | -8.4 | % | 1,111 | 1,175 | (64 | ) | -5.4 | % | ||||||||||||||||||||
During 2020, 6 business have been acquired in the Truckload segment, including 3 business acquisitions in the third quarter.
11
Management’s Discussion and Analysis
Revenue
For the three months ended September 30, 2020, TL revenue excluding fuel surcharge decreased by $12.5 million or 2%, from $557.2 million in 2019 to $544.7 million in 2020. The decrease in revenue from existing operations of $51.5 million was partly offset by contributions from business acquisitions of $36.2 million and favorable currency fluctuations of $2.9 million. For conventional TL operations in the U.S. revenue increased by $4.0 million, or 2.5% compared to prior year. The increase is due to an increase in mileage and steady per mile rates. The revenue per tractor declined by 5.1% primarily due to unseated tractors resulting from the driver shortage. For conventional TL in Canada, revenues declined by $2.6 million, or 3.6% compared to the prior year period. The decrease results from a 5.0% decline in total miles and a 10% reduction in tractors, offset by an increased efficiency in the deployment of the fleet and rate improvements. For Specialized TL, revenue decreased by $17.1 million, or 6.3%, compared to the prior year period. The decline of revenues is directly correlated to customer demand which has been significantly reduced in certain industries specifically the Energy and Manufacturing sectors.
The TL segment brokerage revenue for the three months ended September 30, 2020 decreased by $26.4 million or 35%, to $48.0 million. Brokerage gross margins increased to 20.0% for the three months ended September 30, 2020, from 18.9% in the comparable prior year period.
For the nine months ended September 30, 2020, TL revenue decreased by $105.3 million or 6%, from $1,654.7 million in 2019 to $1,549.4 million in 2020. This decrease is mainly due to a decline in revenue from existing operations of $176.5 million, offset by recent business acquisitions’ contribution of $71.2 million and favourable currency fluctuations of $22.5 million. For the brokerage business, revenue decreased by $56.3 million or 25%, while margins increased from 18.9% in 2019 to 19.5% in 2020
Operating expenses
For the three months ended September 30, 2020, operating expenses, including business acquisition impact and net of fuel surcharge, decreased by $11.3 million or 2%, from $481.4 million in 2019 to $470.2 million in 2020. Material and services expenses, net of fuel surcharge, decreased by 4% compared to the third quarter of 2019. Personnel expenses and other operating expenses decreased by 9% and increased by 6% respectively in the third quarter year over year. Included in the decrease in personnel expense was $10.7 million from the Canadian Emergency Wage Subsidy, of which $8.8 million is accounted for in Specialized TL.
For the nine months ended September 30, 2020, TL operating expenses, net of fuel surcharge, decreased by $118.6 million or 8%, from $1,461.0 million in 2019 to $1,342.3 million in 2020. The Company continues to improve its cost structure and increase the efficiency and profitability of its existing fleet and network of independent contractors.
Gain on sale of property
For the three months ended September 30, 2020, a $2.6 million gain on sale of assets held for sale was recorded in the Truckload segment following the sale of three properties for total considerations of $8.1 million (a gain of $9.0 million and proceeds of $11.9 million in 2019). These disposals are a result of management’s continued efforts to improve efficiencies and benefit from economies of scale through the consolidation of operating locations.
For the nine months ended September 30, 2020, a $13.5 million gain on sale of assets held for sale was recorded in the Truckload segment following the sale of properties for total considerations of $24.3 million.(a gain of $9.0 million and proceeds of $11.9 million in 2019).
Operating income
The TL segment’s operating ratio was 86.3% for the three months ended September 30, 2020 as compared to 86.4% in 2019, a $1.2 million, or 2%, decrease in operating income. Operating income in the TL segment was $74.6 million for the three months ended September 30, 2020, down from $75.8 million in the same prior year period. The operating income for 2019 includes cumulative gains from the sale of assets held for sale and gains on the sale of rolling stock and equipment of $14.9 million in 2019 as compared to a cumulative amount of $3.9 million in 2020 for a net impact on the operating income of $11.0 million. The decrease in the proceeds on the sale of the rolling stock and equipment is due to a softer resale market and a reduction in the fleet replacement. Excluding these gains, the operating income would increase $9.9 million. This increase is due primarily to the Canadian Emergency Wage Subsidy of $10.7 million.
For the nine months ended September 30, 2020, the TL segment increased its operating income by $13.4 million or 7%, from $193.7 million in 2019 to $207.1 million in 2020.
12
Management’s Discussion and Analysis
Logistics
| (unaudited) | Three months ended September 30 |
Nine months ended September 30 |
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| (in thousands of dollars) |
2020 | % | 2019 | % | 2020 | % | 2019 | % | ||||||||||||||||||||||||
| Total revenue |
286,507 | 266,856 | 835,569 | 755,500 | ||||||||||||||||||||||||||||
| Fuel surcharge |
(6,689 | ) | (10,065 | ) | (22,025 | ) | (29,510 | ) | ||||||||||||||||||||||||
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| Revenue |
279,818 | 100.0 | % | 256,791 | 100.0 | % | 813,544 | 100.0 | % | 725,990 | 100.0 | % | ||||||||||||||||||||
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| Materials and services expenses (net of fuel surcharge) |
197,135 | 70.5 | % | 180,748 | 70.4 | % | 577,219 | 71.0 | % | 510,358 | 70.3 | % | ||||||||||||||||||||
| Personnel expenses |
29,070 | 10.4 | % | 32,890 | 12.8 | % | 93,619 | 11.5 | % | 94,561 | 13.0 | % | ||||||||||||||||||||
| Other operating expenses |
13,208 | 4.7 | % | 17,368 | 6.8 | % | 37,924 | 4.7 | % | 39,992 | 5.5 | % | ||||||||||||||||||||
| Depreciation of property and equipment |
735 | 0.3 | % | 724 | 0.3 | % | 2,354 | 0.3 | % | 2,001 | 0.3 | % | ||||||||||||||||||||
| Depreciation of right-of-use assets |
4,333 | 1.5 | % | 5,555 | 2.2 | % | 13,639 | 1.7 | % | 15,448 | 2.1 | % | ||||||||||||||||||||
| Amortization of intangible assets |
5,485 | 2.0 | % | 5,851 | 2.3 | % | 16,597 | 2.0 | % | 16,931 | 2.3 | % | ||||||||||||||||||||
| Bargain purchase gain |
— | — | — | — | (5,584 | ) | -0.7 | % | (10,787 | ) | -1.5 | % | ||||||||||||||||||||
| (Gain) loss on sale of rolling stock and equipment |
(13 | ) | -0.0 | % | (82 | ) | -0.0 | % | 7 | 0.0 | % | (49 | ) | -0.0 | % | |||||||||||||||||
| Gain loss on derecognition of right-of-use assets |
(45 | ) | -0.0 | % | (59 | ) | -0.0 | % | (781 | ) | -0.1 | % | (83 | ) | -0.0 | % | ||||||||||||||||
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| Operating income |
29,910 | 10.7 | % | 13,796 | 5.4 | % | 78,550 | 9.7 | % | 57,618 | 7.9 | % | ||||||||||||||||||||
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| Adjusted EBITDA |
40,463 | 14.5 | % | 25,926 | 10.1 | % | 105,556 | 13.0 | % | 81,211 | 11.2 | % | ||||||||||||||||||||
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During 2020, two businesses have been acquired in the Logistics segment, including one business acquisitions in the third quarter.
Revenue
For the three months ended September 30, 2020, revenue increased by $23.0 million, or 9%, from $256.8 million in 2019 to $279.8 million in 2020. Excluding acquisitions, the revenue increased by $1.9 million, or 0.8%.
For the nine-month period ended September 30, 2020, revenue increased by $87.6 million, or 12.1%, from $726.0 million in 2019 to $813.5 million. Excluding business acquisitions, revenue decreased by 5.1%, or $37.2 million.
Approximately 64% (2019 – 63%) of the Logistics segment’s revenues in the quarter were generated from operations in the U.S. and approximately 36% (2019 – 37%) were generated from operations in Canada and Mexico.
Operating expenses
For the three months ended September 30, 2020, total operating expenses, net of fuel surcharge increased by $6.9 million, or 2.8%, from $243.0 million in 2019 to $249.9 million in 2020. Excluding business acquisitions, total operating expenses, net of fuel surcharge decreased by $13.4 million or 5.5%, partly due to a $4.6 million reduction in claims and other one-time administrative costs combined with a $2.1 million reduction in material and services expenses (net of fuel surcharge) and a $5.2 million decrease in personnel expense, mostly coming from the optimization of our last mile operations in the U.S..
For the nine-month period ended September 30, 2020, operating expenses increased by $66.6 million, or 10%, compared to 2019, from $668.4 million to $735.0 million. Excluding business acquisitions, operating expenses decreased by $47.9 million, or 7.2%.
Operating income
The Logistics segment’s operating income for the three months ended September 30, 2020 increased by $16.1 million, or 117%, from $13.8 million in the prior year period to $29.9 million. Excluding business acquisitions, operating margin increased by 111% from 5.4% in 2019 to 11.2% in 2020, mainly as a result of higher quality revenue from organic ecommerce growth, cost efficiency measures from our last mile operations in the US, and a reduction of claims.
For the nine months ended September 30, 2020, operating margin increased by 1.7 percentage points to 9.7%. Excluding the bargain purchase gains of 2019 and 2020, and the business acquisitions of 2020, operating income increased by 18% or $21.4 million compared to 2019, while the operating margin increased from 6.5% to 9.9%.
13
Management’s Discussion and Analysis
LIQUIDITY AND CAPITAL RESOURCES
Sources and uses of cash
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Sources of cash: |
||||||||||||||||
| Net cash from continuing operating activities |
189,598 | 187,062 | 609,210 | 489,116 | ||||||||||||
| Proceeds from sale of property and equipment |
13,446 | 27,435 | 38,063 | 67,742 | ||||||||||||
| Proceeds from sale of assets held for sale |
8,277 | 15,974 | 24,977 | 34,688 | ||||||||||||
| Net proceeds from long-term debt |
— | 12,545 | — | 205,192 | ||||||||||||
| Net proceeds from share issuance |
274,605 | — | 563,080 | — | ||||||||||||
| Others |
13,449 | 2,337 | 60,259 | 18,166 | ||||||||||||
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| Total sources |
499,375 | 245,353 | 1,295,589 | 814,904 | ||||||||||||
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| Uses of cash: |
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| Purchases of property and equipment |
50,505 | 103,346 | 111,052 | 224,003 | ||||||||||||
| Business combinations, net of cash acquired |
38,204 | 20,135 | 112,874 | 200,772 | ||||||||||||
| Net variance in cash and bank indebtedness |
355,999 | 9,704 | 373,373 | 8,775 | ||||||||||||
| Net repayment of long-term debt |
3,274 | — | 495,768 | — | ||||||||||||
| Repayment of lease liabilities |
28,227 | 25,613 | 81,392 | 73,360 | ||||||||||||
| Dividends paid |
22,849 | 20,035 | 66,683 | 61,043 | ||||||||||||
| Repurchase of own shares |
— | 64,148 | 52,640 | 225,559 | ||||||||||||
| Net cash used in discontinued operations |
— | — | — | 14,461 | ||||||||||||
| Others |
317 | 2,372 | 1,807 | 6,931 | ||||||||||||
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| Total usage |
499,375 | 245,353 | 1,295,589 | 814,904 | ||||||||||||
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Cash flow from operating activities
For the nine-month period ended September 30, 2020, net cash from continuing operating activities increased by 25% to $609.2 million in 2020 from $489.1 million in 2019. This $120.1 million increase is attributable to positive changes in cash generated from operating activities due to an increase in net income of $8.2 million, $30.8 million from improvements in working capital, a decrease in interest paid of $10.9 million, and a reduction in income taxes paid of $31.7 million compared to the previous year due to deferred tax installments in Canada and payroll tax relief in the U.S. as allowed as part of the COVID-19 stimulus packages in the respective countries.
Cash flow used in investing activities
Property and equipment
The following table presents the additions of property and equipment by category for the three- and nine-month periods ended September 30, 2020 and 2019.
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Additions to property and equipment: |
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| Purchases as stated on cash flow statements |
50,505 | 103,346 | 111,052 | 224,003 | ||||||||||||
| Non-cash adjustments |
(4,022 | ) | (2,589 | ) | 511 | 7,799 | ||||||||||
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| 46,483 | 100,757 | 111,563 | 231,802 | |||||||||||||
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| Additions by category: |
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| Land and buildings |
15,814 | 2,054 | 19,188 | 4,362 | ||||||||||||
| Rolling stock |
28,524 | 94,795 | 81,207 | 215,421 | ||||||||||||
| Equipment |
2,145 | 3,908 | 11,168 | 12,019 | ||||||||||||
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| 46,483 | 100,757 | 111,563 | 231,802 | |||||||||||||
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The Company invests in new equipment to maintain its quality of service while minimizing maintenance costs. Its capital expenditures reflect the level of reinvestment required to keep its equipment in good order and to maintain a strategic allocation of its capital resources.
14
Management’s Discussion and Analysis
In the normal course of activities, the Company constantly renews its rolling stock equipment generating regular proceeds and gain or loss on disposition. The following table indicates the proceeds and gains or losses from sale of property and equipment and assets held for sale by category for the three- and nine-month periods ended September 30, 2020 and 2019.
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Proceeds by category: |
||||||||||||||||
| Land and buildings |
8,100 | 16,271 | 24,344 | 33,700 | ||||||||||||
| Rolling stock |
13,345 | 27,138 | 38,395 | 67,632 | ||||||||||||
| Equipment |
278 | — | 301 | 1,098 | ||||||||||||
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| 21,723 | 43,409 | 63,040 | 102,430 | |||||||||||||
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| Gains (losses) by category: |
||||||||||||||||
| Land and buildings |
2,594 | 10,059 | 13,462 | 19,443 | ||||||||||||
| Rolling stock |
1,625 | 6,159 | 8,227 | 16,516 | ||||||||||||
| Equipment |
(131 | ) | (38 | ) | (154 | ) | (208 | ) | ||||||||
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| 4,088 | 16,180 | 21,535 | 35,751 | |||||||||||||
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Business acquisitions
For the nine-month period ended September 30, 2020, cash used in business acquisitions totalled $112.9 million to acquire eight businesses. Refer to the section of this report entitled “2020 business acquisitions” and further information can be found in note 5 of the September 30, 2020 unaudited condensed consolidated interim financial statements.
Cash flow used in financing activities
Common shares
On February 13, 2020, the Company issued 6,900,000 common shares in the United States and Canada as part of its initial public offering in the United States raising net proceeds of $288.5 million.
On August 11, 2020, the Company issued 5,060,000 common shares in the United States and Canada, raising net proceeds of $274.6 million.
Free cash flow
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Net cash from continuing operating activities |
189,598 | 187,062 | 609,210 | 489,116 | ||||||||||||
| Additions to property and equipment |
(46,482 | ) | (100,757 | ) | (111,562 | ) | (231,802 | ) | ||||||||
| Proceeds from sale of property and equipment |
13,446 | 27,435 | 38,063 | 67,742 | ||||||||||||
| Proceeds from sale of assets held for sale |
8,277 | 15,974 | 24,977 | 34,688 | ||||||||||||
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| Free cash flow1 |
164,839 | 129,714 | 560,688 | 359,744 | ||||||||||||
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The Company’s objectives when managing its cash flow from operations are to ensure proper capital investment in order to provide stability and competitiveness for its operations, to ensure sufficient liquidity to pursue its growth strategy, and to undertake selective business acquisitions within a sound capital structure and a solid financial position.
For the nine-month period ended September 30, 2020, TFI International generated free cash flow of $560.7 million, compared to $359.7 million in the same period in 2019, which represents a year-over-year increase of $200.9 million. This increase is mainly due to more net cash from continuing operating activities of $120.1 million, largely stemming from an increase in net income of $8.2 million, $30.8 million from improvements in working capital, a decrease in interest paid of $10.9 million, and a reduction in income taxes paid of $31.7 million, and from a reduction in net capital expenditures of $90.6 million due to the Company’s cash management measure put in place as a response to COVID-19 in Q2. The impact of the orders cancelled in Q2 for Q3 delivery reduced the capital spending in Q3. The Company reinstated orders of capital equipment in Q3.
The Company’s free cash flow conversion1, a non-IFRS measure, which measures the level of capital employed to generate earnings, improved for the nine months ended September 30, 2020 to 93.2% from 67.7% in the prior year period, due primarily to lower net capital expenditures and an increase in net income.
| 1 | Refer to the section “Non-IFRS financial measures”. |
15
Management’s Discussion and Analysis
Based on the September 30, 2020 closing share price of $55.68, the $663.9 million of free cash flow generated by the Company in the last twelve months represented a yield of 12.8%.
Financial position
| (unaudited) (in thousands of dollars) |
As at September 30, 2020 |
As at December 31, 2019 |
As at December 31, 2018* |
|||||||||
| Total assets |
4,920,133 | 4,557,255 | 4,049,960 | |||||||||
| Long-term debt |
1,278,953 | 1,744,687 | 1,584,423 | |||||||||
| Lease liabilities |
458,326 | 461,842 | — | |||||||||
| Shareholders’ equity |
2,250,786 | 1,505,689 | 1,576,854 | |||||||||
| * | The current period figures include the impacts from the adoption of IFRS 16 Leases as discussed in note 3 of the 2019 audited consolidated financial statements. As is permitted with this new standard, comparative information has not been restated and, therefore, may not be comparable. |
Compared to December 31, 2019, the Company’s long-term debt decreased by $465.7 million, or 27% during the first nine months of 2020. The repayment of debt was funded by the cash generated from operating activities and from the issuances of common shares, which injected $563.1 million of cash. The share issuances explain most of the increase in shareholders’ equity as well.
As at September 30, 2020, the Company’s working capital (accounts receivable, inventory and prepaids less accounts payable) was $182.5 million compared to $193.8 million as at December 31, 2019. The difference is mainly attributable to timing differences of receipts and payments.
Contractual obligations, commitments, contingencies and off-balance sheet arrangements
The following table indicates the Company’s contractual obligations with their respective maturity dates at September 30, 2020, excluding future interest payments.
| (unaudited) (in thousands of dollars) |
Total | Less than 1 year |
1 to 3 years |
3 to 5 years |
After 5 years |
|||||||||||||||
| Unsecured revolving facility – June 2023 |
133,931 | — | 133,931 | — | — | |||||||||||||||
| Unsecured term loan – June 2021 & 2022 |
610,000 | 200,000 | 410,000 | — | — | |||||||||||||||
| Unsecured debenture – December 2024 |
200,000 | — | — | 200,000 | — | |||||||||||||||
| Unsecured senior notes – December 2026 |
200,940 | — | — | — | 200,940 | |||||||||||||||
| Conditional sales contracts |
138,109 | 42,784 | 72,651 | 21,484 | 1,190 | |||||||||||||||
| Lease liabilities |
458,326 | 109,731 | 169,515 | 90,751 | 88,329 | |||||||||||||||
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| Total contractual obligations |
1,741,306 | 352,515 | 786,097 | 312,235 | 290,459 | |||||||||||||||
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The following table indicates the Company’s financial covenants to be maintained under its credit facility. These covenants are measured on a consolidated rolling twelve-month basis and are calculated as prescribed by the credit agreement which, among other things, requires the exclusion of the impact of IFRS 16 Leases:
| Covenants |
Requirements | As at September 30, 2020 |
||||||
| Funded debt-to- EBITDA ratio [ratio of total debt plus letters of credit and some other long-term liabilities to earnings before interest, income tax, depreciation and amortization (“EBITDA”), including last twelve months adjusted EBITDA from business acquisitions]1 |
< 3.50 | 1.63 | ||||||
|
EBITDAR-to-interest and rent ratio [ratio of EBITDAR (EBITDA before rent and including last twelve months adjusted EBITDAR from business acquisitions) to interest and net rent expenses] |
> 1.75 | 4.50 | ||||||
| 1 | The Funded debt-to-EBITDA ratio is based on gross debt, the cash on hand of $371.9 million is excluded from the calculation of this measure. |
As at September 30, 2020, the Company had $38.6 million of outstanding letters of credit ($41.7 million on December 31, 2019).
As at September 30, 2020, the Company had $69.9 million of purchase commitments and $26.2 million of purchase orders that the Company intends to enter into a lease that is expected to mature within a year (December 31, 2019 – $35.2 million and $12.0 million, respectively).
Dividends and outstanding share data
Dividends
The Company declared $24.3 million in dividends, or $0.26 per common share, in the third quarter of 2020. On September 22, 2020, the Board of Directors approved a quarterly dividend of $0.29 per outstanding common share of the Company’s capital, for an expected aggregate payment of $27.1 million to be paid on January 15, 2021 to shareholders of record at the close of business on December 31, 2020.
NCIB on common shares
Pursuant to the renewal of the normal course issuer bid (“NCIB”), which began on October 2, 2019 and expired on October 1, 2020, the Company was authorized to repurchase for cancellation up to a maximum of 7,000,000 of its common shares under certain conditions. As at September 30, 2020, and since the inception of this NCIB, the Company has repurchased and cancelled 2,221,255 common shares.
16
Management’s Discussion and Analysis
Subsequent to quarter end, the NCIB was renewed for a twelve-month period beginning on October 14, 2020 and ending on October 13, 2021. Under this renewal, the Company may purchase for cancellation a maximum of 7,000,000 common shares under certain conditions.
For the nine-month period ended September 30, 2020, the Company repurchased 1,542,155 common shares (as compared to 5,685,346 during the same period in 2019) at a weighted average price of $34.13 per share (as compared to $39.67 in 2019) for a total purchase price of $52.6 million (as compared to $225.6 million in 2019).
Outstanding shares, stock options, restricted share units, performance share units
A total of 93,362,475 common shares were outstanding as at September 30, 2020 (December 31, 2019 – 81,450,326). There was no material change in the Company’s outstanding share capital between September 30, 2020 and October 22, 2020.
As at September 30, 2020, the number of outstanding options to acquire common shares issued under the Company’s stock option plan was 3,021,159 (December 31, 2019 – 4,421,866) of which 2,149,135 were exercisable (December 31, 2019 – 3,039,635). Each stock option entitles the holder to purchase one common share of the Company at an exercise price based on the volume-weighted average trading price of the Company’s shares for the last five trading days immediately preceding the effective date of the grant.
As at September 30, 2020, the number of restricted share units (‘’RSUs’’) granted under the Company’s equity incentive plan to its senior employees was 388,697 (December 31, 2019 – 239,340). On February 7, 2020, the Board of Directors approved the grant of 145,218 RSUs under the Company’s equity incentive plan. The RSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares.
As at September 30, 2020, the number of performance share units (‘’PSUs’’) granted under the Company’s equity incentive plan to its senior employees was 146,700 (December 31, 2019 – nil). On February 7, 2020, the Board of Directors approved the grant of 145,218 PSUs under the Company’s equity incentive plan. The PSUs will vest in February of the third year following the grant date. Upon satisfaction of the required service period, the plan provides for settlement of the award through shares.
Legal proceedings
The Company is involved in litigation arising from the ordinary course of business primarily involving claims for bodily injury and property damage. It is not feasible to predict or determine the outcome of these or similar proceedings. However, the Company believes the ultimate recovery or liability, if any, resulting from such litigation individually or in total would not materially adversely nor positively affect the Company’s financial condition or performance and, if necessary, has been provided for in the financial statements.
OUTLOOK
The North American economy, which had weakened significantly during March through June of 2020 following the onset of the Coronavirus (COVID-19) pandemic, has since begun a meaningful recovery. Many of the hardest hit end markets served by the Company such as business-to-business and transportation for apparel and automotive industries have been regaining strength. Others, such as the transport of essential household goods, medical products and eCommerce have remained solid throughout the year. Overall, the improvement in operating conditions post the COVID trough has continued into October.
TFI International has remained fully operational throughout the year with uninterrupted service, by leveraging its integrated and far-reaching network. However, economic visibility is currently lower than normal as a second wave of Coronavirus-related economic disruption remains possible, which could further weaken the end markets served by TFI’s operating companies and cause another round of declines in freight volumes and pricing. In addition, the upcoming US presidential election creates macro uncertainty around international trade, tax and other economic policies.
Management believes the Company is well prepared to navigate any further disruption in the economic landscape, in part due to the temporary cost reduction measures enacted in March in response to the pandemic, and TFI is particularly well positioned to benefit from the growth of eCommerce. In addition, the Company continues to have strong liquidity, a conservative balance sheet and lean operations due to a longstanding focus on profitability, efficiency, and the rationalization of assets to avoid internal overcapacity.
Management has approached decision making during this unprecedented year in a manner that should enable TFI to emerge even stronger when conditions normalize and has already facilitated the recent return to year-over-year growth. Overall, the Company believes it is uniquely positioned to distinguish itself in 2020 and beyond through consistent adherence to its operating principles, including the intense customer focus exhibited by its many dedicated professionals, its asset-light approach to the business, continual efforts to enhance efficiencies, and an effective strategy around industry consolidation. Regardless of economic conditions, it remains TFI’s goal to build long-term value for shareholders.
17
Management’s Discussion and Analysis
SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS
| (unaudited) - (in millions of dollars, except per share data) | ||||||||||||||||||||||||||||||||
| Q3’20 | Q2’20 | Q1’20 | Q4’19* | Q3’19* | Q2’19* | Q1’19* | Q4’18** | |||||||||||||||||||||||||
| Total revenue |
1,247.2 | 1,106.2 | 1,240.5 | 1,305.5 | 1,304.8 | 1,337.8 | 1,230.8 | 1,321.4 | ||||||||||||||||||||||||
| Adjusted EBITDA1 |
252.3 | 232.1 | 200.5 | 215.7 | 221.7 | 236.3 | 187.6 | 180.7 | ||||||||||||||||||||||||
| Operating income from continuing operations |
156.0 | 131.5 | 118.5 | 122.5 | 132.0 | 149.0 | 104.9 | 103.3 | ||||||||||||||||||||||||
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| Net income |
110.7 | 69.7 | 75.8 | 74.8 | 82.6 | 87.7 | 65.1 | 76.7 | ||||||||||||||||||||||||
| EPS – basic |
1.22 | 0.80 | 0.89 | 0.92 | 1.00 | 1.04 | 0.76 | 0.88 | ||||||||||||||||||||||||
| EPS – diluted |
1.19 | 0.79 | 0.88 | 0.90 | 0.98 | 1.01 | 0.74 | 0.85 | ||||||||||||||||||||||||
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| Net income from continuing operations |
110.7 | 69.7 | 75.8 | 76.5 | 82.6 | 100.2 | 65.1 | 76.7 | ||||||||||||||||||||||||
| EPS from continuing operations – basic |
1.22 | 0.80 | 0.89 | 0.94 | 1.00 | 1.19 | 0.76 | 0.88 | ||||||||||||||||||||||||
| EPS from continuing operations – diluted |
1.19 | 0.79 | 0.88 | 0.92 | 0.98 | 1.16 | 0.74 | 0.85 | ||||||||||||||||||||||||
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| Adjusted net income1 |
115.8 | 92.1 | 71.3 | 79.2 | 88.1 | 102.0 | 67.1 | 86.3 | ||||||||||||||||||||||||
| Adjusted EPS - diluted1 |
1.25 | 1.04 | 0.83 | 0.95 | 1.04 | 1.18 | 0.77 | 0.96 | ||||||||||||||||||||||||
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| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
| ** | The current period results include the impacts from the adoption of IFRS 16 Leases as discussed in note 3 of the 2019 audited consolidated financial statements. As is permitted with this new standard, comparative information has not been restated and, therefore, may not be comparable. |
The differences between the quarters are mainly the result of seasonality (softer in Q1) and business acquisitions.
NON-IFRS FINANCIAL MEASURES
Financial data have been prepared in conformity with IFRS, including the following measures:
Operating expenses: Operating expenses include: a) materials and services expenses, which are primarily costs related to independent contractors and vehicle operation; vehicle operation expenses, which primarily include fuel, repairs and maintenance, vehicle leasing costs, insurance, permits and operating supplies; b) personnel expenses; c) other operating expenses, which are primarily composed of costs related to offices’ and terminals’ rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses; d) depreciation of property and equipment, depreciation of right-of-use assets, amortization of intangible assets and gain or loss on the sale of rolling stock and equipment, on derecognition of right-of use assets and on sale of land and buildings and assets held for sale; e) bargain purchase gain; and f) impairment of intangible assets.
Operating income (loss) from continuing operations: Net income or loss from continuing operations before finance income and costs and income tax expense, as stated in the unaudited condensed consolidated interim financial statements.
This MD&A includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of IFRS and non-IFRS measures used in this MD&A and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.
Adjusted net income: Net income or loss excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, impairment of intangible assets, bargain purchase gain, gain or loss on sale of land and buildings, assets held for sale and intangible assets, loss from discontinued operations, net of tax, and U.S. Tax Reform. In presenting an adjusted net income and adjusted EPS, the Company’s intent is to help provide an understanding of what would have been the net income and earnings per share in a context of significant business combinations and excluding specific impacts and to reflect earnings from a strictly operating perspective. The amortization of intangible assets related to business acquisitions comprises amortization expense of customer relationships, trademarks and non-compete agreements accounted for in business combinations and the income tax effects related to this amortization. Management also believes, in excluding amortization of intangible assets related to business acquisitions, it provides more information on the amortization of intangible asset expense portion, net of tax, that will not have to be replaced to preserve the Company’s ability to generate similar future cash flows. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring. See reconciliation on page 7.
Adjusted earnings per share (adjusted “EPS”) - basic: Adjusted net income divided by the weighted average number of common shares.
| 1 | Refer to the section “Non-IFRS financial measures”. |
18
Management’s Discussion and Analysis
Adjusted EPS - diluted: Adjusted net income divided by the weighted average number of diluted common shares.
Adjusted EBITDA: Net income or loss from continuing operations before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale and intangible assets. Segmented adjusted EBITDA refers to operating income (loss) from continuing operations before depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale and intangible assets. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.
Consolidated adjusted EBITDA reconciliation:
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| Net income from continuing operations |
110,661 | 82,641 | 256,076 | 247,933 | ||||||||||||
| Net finance costs |
15,391 | 21,220 | 52,162 | 61,823 | ||||||||||||
| Income tax expense |
29,920 | 28,088 | 97,664 | 76,098 | ||||||||||||
| Depreciation of property and equipment |
56,377 | 56,576 | 171,536 | 164,766 | ||||||||||||
| Depreciation of right-of-use assets |
26,733 | 26,362 | 79,661 | 76,822 | ||||||||||||
| Amortization of intangible assets |
15,842 | 16,799 | 46,818 | 49,087 | ||||||||||||
| Bargain purchase gain |
— | — | (5,584 | ) | (10,787 | ) | ||||||||||
| (Gain) loss on sale of land and buildings |
— | (2 | ) | 2 | (2 | ) | ||||||||||
| Gain on sale of assets held for sale |
(2,594 | ) | (10,057 | ) | (13,378 | ) | (20,228 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
252,330 | 221,627 | 684,957 | 645,512 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
Segmented adjusted EBITDA reconciliation:
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| Package and Courier |
||||||||||||||||
| Operating income |
28,527 | 28,232 | 66,633 | 79,163 | ||||||||||||
| Depreciation and amortization |
8,429 | 8,457 | 25,342 | 24,364 | ||||||||||||
| Loss on sale of land and buildings |
— | — | 2 | — | ||||||||||||
| (Gain) loss on sale of assets held for sale |
— | (1,199 | ) | 2 | (1,199 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
36,956 | 35,490 | 91,979 | 102,328 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Less-Than-Truckload |
||||||||||||||||
| Operating income |
34,993 | 25,791 | 86,093 | 83,701 | ||||||||||||
| Depreciation and amortization |
16,409 | 17,830 | 51,101 | 52,461 | ||||||||||||
| (Gain) loss on sale of assets held for sale |
21 | — | 66 | (9,399 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
51,423 | 43,621 | 137,260 | 126,763 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Truckload |
||||||||||||||||
| Operating income |
74,569 | 75,762 | 207,097 | 193,747 | ||||||||||||
| Depreciation and amortization |
62,960 | 60,638 | 187,729 | 177,845 | ||||||||||||
| Gain on sale of land and buildings |
— | (2 | ) | — | (2 | ) | ||||||||||
| Gain on sale of assets held for sale |
(2,615 | ) | (9,018 | ) | (13,446 | ) | (9,790 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
134,914 | 127,380 | 381,380 | 361,800 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Logistics |
||||||||||||||||
| Operating income |
29,910 | 13,796 | 78,550 | 57,618 | ||||||||||||
| Depreciation and amortization |
10,553 | 12,130 | 32,590 | 34,380 | ||||||||||||
| Bargain purchase gain |
— | — | (5,584 | ) | (10,787 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
40,463 | 25,926 | 105,556 | 81,211 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Corporate |
||||||||||||||||
| Operating loss |
(12,027 | ) | (11,632 | ) | (32,471 | ) | (28,375 | ) | ||||||||
| Depreciation and amortization |
601 | 682 | 1,253 | 1,625 | ||||||||||||
| Loss on sale of assets held for sale |
— | 160 | — | 160 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
(11,426 | ) | (10,790 | ) | (31,218 | ) | (26,590 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue before fuel surcharge.
19
Management’s Discussion and Analysis
Free cash flow conversion from continuing operations: Adjusted EBITDA less net capital expenditures (excluding property), divided by the adjusted EBITDA.
Free cash flow conversion reconciliation:
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| Net income |
110,661 | 82,641 | 256,076 | 247,933 | ||||||||||||
| Net finance costs |
15,391 | 21,220 | 52,162 | 61,823 | ||||||||||||
| Income tax expense |
29,920 | 28,088 | 97,664 | 76,098 | ||||||||||||
| Depreciation of property and equipment |
56,377 | 56,576 | 171,536 | 164,766 | ||||||||||||
| Depreciation of right-of-use assets |
26,733 | 26,362 | 79,661 | 76,822 | ||||||||||||
| Amortization of intangible assets |
15,842 | 16,799 | 46,818 | 49,087 | ||||||||||||
| Bargain purchase gain |
— | — | (5,584 | ) | (10,787 | ) | ||||||||||
| (Gain) loss on sale of land and buildings |
— | (2 | ) | 2 | (2 | ) | ||||||||||
| Gain on sale of assets held for sale |
(2,594 | ) | (10,057 | ) | (13,378 | ) | (20,228 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
252,330 | 221,627 | 684,957 | 645,512 | ||||||||||||
| Additions to rolling stock and equipment |
(30,668 | ) | (98,703 | ) | (92,374 | ) | (227,440 | ) | ||||||||
| Proceeds from sale of rolling stock and equipment |
13,623 | 27,138 | 38,696 | 68,730 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA net of net capex, excluding property |
235,285 | 150,062 | 631,279 | 486,802 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Free cash flow conversion |
93.2 | % | 67.7 | % | 92.2 | % | 75.4 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
Free cash flow from continuing operations: Net cash from continuing operating activities less additions to property and equipment plus proceeds from sale of property and equipment and assets held for sale. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to meet capital requirements. See reconciliation on page 15.
Operating margin from continuing operations is calculated as operating income (loss) from continuing operations as a percentage of revenue before fuel surcharge.
Adjusted operating ratio: Operating expenses from continuing operations before impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale and intangible assets (“Adjusted operating expenses”), net of fuel surcharge revenue, divided by revenue before fuel surcharge. Although the adjusted operating ratio is not a recognized financial measure defined by IFRS, it is a widely recognized measure in the transportation industry, which the Company believes provides a comparable benchmark for evaluating the Company’s performance. Also, to facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses.
20
Management’s Discussion and Analysis
Consolidated adjusted operating ratio reconciliation:
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019* | 2020 | 2019* | |||||||||||||
| Operating expenses |
1,091,189 | 1,172,816 | 3,187,958 | 3,487,523 | ||||||||||||
| Bargain purchase gain |
— | — | 5,584 | 10,787 | ||||||||||||
| Gain (loss) on sale of land and building |
— | 2 | (2 | ) | 2 | |||||||||||
| Gain on sale of assets held for sale |
2,594 | 10,057 | 13,378 | 20,228 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses |
1,093,783 | 1,182,875 | 3,206,918 | 3,518,540 | ||||||||||||
| Fuel surcharge revenue |
(92,126 | ) | (138,945 | ) | (300,885 | ) | (426,224 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses, net of fuel surcharge revenue |
1,001,657 | 1,043,930 | 2,906,033 | 3,092,316 | ||||||||||||
| Revenue before fuel surcharge |
1,155,035 | 1,165,820 | 3,292,975 | 3,447,153 | ||||||||||||
| Adjusted operating ratio |
86.7 | % | 89.5 | % | 88.2 | % | 89.7 | % | ||||||||
| * | Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements. |
Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations:
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Less-Than-Truckload |
||||||||||||||||
| Total revenue |
198,201 | 237,644 | 583,256 | 733,530 | ||||||||||||
| Total operating expenses |
163,208 | 211,853 | 497,163 | 649,829 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
34,993 | 25,791 | 86,093 | 83,701 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating expenses |
163,208 | 211,853 | 497,163 | 649,829 | ||||||||||||
| Gain (loss) on sale of assets held for sale |
(21 | ) | — | (66 | ) | 9,399 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses |
163,187 | 211,853 | 497,097 | 659,228 | ||||||||||||
| Fuel surcharge revenue |
(20,817 | ) | (32,210 | ) | (67,272 | ) | (101,035 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses, net of fuel surcharge revenue |
142,370 | 179,643 | 429,825 | 558,193 | ||||||||||||
| Revenue before fuel surcharge |
177,384 | 205,434 | 515,984 | 632,495 | ||||||||||||
| Adjusted operating ratio |
80.3 | % | 87.4 | % | 83.3 | % | 88.3 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Truckload |
||||||||||||||||
| Total revenue |
595,695 | 633,547 | 1,717,310 | 1,889,630 | ||||||||||||
| Total operating expenses |
521,126 | 557,785 | 1,510,213 | 1,695,883 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
74,569 | 75,762 | 207,097 | 193,747 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating expenses |
521,126 | 557,785 | 1,510,213 | 1,695,883 | ||||||||||||
| Gain on sale of assets held for sale |
2,615 | 9,020 | 13,446 | 9,792 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses |
523,741 | 566,805 | 1,523,659 | 1,705,675 | ||||||||||||
| Fuel surcharge revenue |
(50,956 | ) | (76,342 | ) | (167,865 | ) | (234,920 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses, net of fuel surcharge revenue |
472,785 | 490,463 | 1,355,794 | 1,470,755 | ||||||||||||
| Revenue before fuel surcharge |
544,739 | 557,205 | 1,549,445 | 1,654,710 | ||||||||||||
| Adjusted operating ratio |
86.8 | % | 88.0 | % | 87.5 | % | 88.9 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Truckload - Revenue before fuel surcharge |
||||||||||||||||
| U.S. based Conventional TL |
221,601 | 214,318 | 637,039 | 651,404 | ||||||||||||
| Canadian based Conventional TL |
68,732 | 71,299 | 199,929 | 226,131 | ||||||||||||
| Specialized TL |
255,952 | 273,029 | 716,387 | 784,955 | ||||||||||||
| Eliminations |
(1,546 | ) | (1,441 | ) | (3,910 | ) | (7,780 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 544,739 | 557,205 | 1,549,445 | 1,654,710 | |||||||||||||
| Truckload - Fuel surcharge revenue |
||||||||||||||||
| U.S. based Conventional TL |
25,895 | 36,404 | 83,983 | 113,589 | ||||||||||||
| Canadian based Conventional TL |
5,897 | 9,795 | 19,712 | 31,840 | ||||||||||||
| Specialized TL |
19,331 | 30,195 | 64,445 | 90,342 | ||||||||||||
| Eliminations |
(167 | ) | (52 | ) | (275 | ) | (851 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 50,956 | 76,342 | 167,865 | 234,920 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
21
Management’s Discussion and Analysis
| (unaudited) (in thousands of dollars) |
Three months ended September 30 |
Nine months ended September 30 |
||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Truckload - Operating income |
||||||||||||||||
| U.S. based Conventional TL |
20,857 | 19,429 | 51,537 | 57,370 | ||||||||||||
| Canadian based Conventional TL |
9,825 | 12,024 | 26,610 | 32,703 | ||||||||||||
| Specialized TL |
43,887 | 44,309 | 128,950 | 103,674 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 74,569 | 75,762 | 207,097 | 193,747 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| U.S. based Conventional TL |
||||||||||||||||
| Operating expenses* |
226,639 | 231,293 | 669,485 | 707,623 | ||||||||||||
| Gain on sale of assets held for sale |
1,456 | — | 1,456 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses |
228,095 | 231,293 | 670,941 | 707,623 | ||||||||||||
| Fuel surcharge revenue |
(25,895 | ) | (36,404 | ) | (83,983 | ) | (113,589 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses, net of fuel surcharge revenue |
202,200 | 194,889 | 586,958 | 594,034 | ||||||||||||
| Revenue before fuel surcharge |
221,601 | 214,318 | 637,039 | 651,404 | ||||||||||||
| Adjusted operating ratio |
91.2 | % | 90.9 | % | 92.1 | % | 91.2 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Canadian based Conventional TL |
||||||||||||||||
| Operating expenses* |
64,804 | 69,070 | 193,031 | 225,268 | ||||||||||||
| Fuel surcharge revenue |
(5,897 | ) | (9,795 | ) | (19,712 | ) | (31,840 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses, net of fuel surcharge revenue |
58,907 | 59,275 | 173,319 | 193,428 | ||||||||||||
| Revenue before fuel surcharge |
68,732 | 71,299 | 199,929 | 226,131 | ||||||||||||
| Adjusted operating ratio |
85.7 | % | 83.1 | % | 86.7 | % | 85.5 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Specialized TL |
||||||||||||||||
| Operating expenses* |
231,396 | 258,915 | 651,882 | 771,623 | ||||||||||||
| Gain on sale of assets held for sale |
1,159 | 9,020 | 11,990 | 9,792 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses |
232,555 | 267,935 | 663,872 | 781,415 | ||||||||||||
| Fuel surcharge revenue |
(19,331 | ) | (30,195 | ) | (64,445 | ) | (90,342 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted operating expenses, net of fuel surcharge revenue |
213,224 | 237,740 | 599,427 | 691,073 | ||||||||||||
| Revenue before fuel surcharge |
255,952 | 273,029 | 716,387 | 784,955 | ||||||||||||
| Adjusted operating ratio |
83.3 | % | 87.1 | % | 83.7 | % | 88.0 | % | ||||||||
| * | Operating expenses excluding intra TL eliminations |
22
Management’s Discussion and Analysis
23
Management’s Discussion and Analysis
24
Management’s Discussion and Analysis
25
Management’s Discussion and Analysis
26
Management’s Discussion and Analysis
27
Management’s Discussion and Analysis
28
Management’s Discussion and Analysis
29
Management’s Discussion and Analysis
30
Management’s Discussion and Analysis
31
Management’s Discussion and Analysis
32
Management’s Discussion and Analysis
33
Management’s Discussion and Analysis
34
Management’s Discussion and Analysis
35
Management’s Discussion and Analysis
36
Exhibit 99.3
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the third quarter ended
September 30, 2020
CONTENTS
| CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
1 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME |
2 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
3 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
4 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
5 | |||
| NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
6 | |||
| TFI International Inc. | CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | |
| (UNAUDITED) |
| (in thousands of Canadian dollars) | As at | As at | ||||||||||
| September 30, | December 31, | |||||||||||
| Note | 2020 | 2019 | ||||||||||
| Assets |
||||||||||||
| Cash and cash equivalents |
371,923 | — | ||||||||||
| Trade and other receivables |
633,476 | 587,370 | ||||||||||
| Inventoried supplies |
10,859 | 13,844 | ||||||||||
| Current taxes recoverable |
— | 17,158 | ||||||||||
| Prepaid expenses |
40,945 | 36,077 | ||||||||||
| Derivative financial instruments |
22 | — | 39 | |||||||||
| Assets held for sale |
5,572 | 4,625 | ||||||||||
| Other assets |
11 | — | 24,814 | |||||||||
|
|
|
|
|
|||||||||
| Current assets |
1,062,775 | 683,927 | ||||||||||
|
|
|
|
|
|||||||||
| Property and equipment |
8 | 1,398,624 | 1,461,707 | |||||||||
| Right-of-use assets |
9 | 433,194 | 434,017 | |||||||||
| Intangible assets |
10 | 2,004,977 | 1,954,902 | |||||||||
| Other assets |
11 | 8,463 | 11,241 | |||||||||
| Deferred tax assets |
12,100 | 11,461 | ||||||||||
|
|
|
|
|
|||||||||
| Non-current assets |
3,857,358 | 3,873,328 | ||||||||||
|
|
|
|
|
|||||||||
| Total assets |
4,920,133 | 4,557,255 | ||||||||||
|
|
|
|
|
|||||||||
| Liabilities |
||||||||||||
| Bank indebtedness |
— | 3,801 | ||||||||||
| Trade and other payables |
502,807 | 443,468 | ||||||||||
| Current taxes payable |
28,512 | 6,050 | ||||||||||
| Provisions |
14 | 20,219 | 23,721 | |||||||||
| Other financial liabilities |
2,326 | 2,654 | ||||||||||
| Derivative financial instruments |
22 | 2,327 | 843 | |||||||||
| Long-term debt |
12 | 242,682 | 53,647 | |||||||||
| Lease liabilities |
13 | 109,731 | 99,133 | |||||||||
|
|
|
|
|
|||||||||
| Current liabilities |
908,604 | 633,317 | ||||||||||
|
|
|
|
|
|||||||||
| Long-term debt |
12 | 1,036,271 | 1,691,040 | |||||||||
| Lease liabilities |
13 | 348,595 | 362,709 | |||||||||
| Employee benefits |
18,616 | 18,585 | ||||||||||
| Provisions |
14 | 40,049 | 29,251 | |||||||||
| Other financial liabilities |
6,783 | 3,649 | ||||||||||
| Derivative financial instruments |
22 | 2,327 | 888 | |||||||||
| Deferred tax liabilities |
308,102 | 312,127 | ||||||||||
|
|
|
|
|
|||||||||
| Non-current liabilities |
1,760,743 | 2,418,249 | ||||||||||
|
|
|
|
|
|||||||||
| Total liabilities |
2,669,347 | 3,051,566 | ||||||||||
|
|
|
|
|
|||||||||
| Equity |
||||||||||||
| Share capital |
15 | 1,260,646 | 680,233 | |||||||||
| Contributed surplus |
22,054 | 21,063 | ||||||||||
| Accumulated other comprehensive income |
37,858 | 24,473 | ||||||||||
| Retained earnings |
930,228 | 779,920 | ||||||||||
|
|
|
|
|
|||||||||
| Equity attributable to owners of the Company |
2,250,786 | 1,505,689 | ||||||||||
|
|
|
|
|
|||||||||
| Contingencies, letters of credit and other commitments |
23 | |||||||||||
|
|
|
|
|
|||||||||
| Total liabilities and equity |
4,920,133 | 4,557,255 | ||||||||||
|
|
|
|
|
|||||||||
The notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
1
| TFI International Inc. | CONDENSED CONSOLIDATED STATEMENTS OF INCOME | |
| (UNAUDITED) |
| (In thousands of Canadian dollars, except per share amounts) | Three months | Three months | Nine months | Nine months | ||||||||||||||||
| ended | ended | ended | ended | |||||||||||||||||
| Note | Sept. 30, 2020 | Sept. 30, 2019* | Sept. 30, 2020 | Sept. 30, 2019* | ||||||||||||||||
| Revenue |
1,155,035 | 1,165,820 | 3,292,975 | 3,447,153 | ||||||||||||||||
| Fuel surcharge |
92,126 | 138,945 | 300,885 | 426,224 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total revenue |
1,247,161 | 1,304,765 | 3,593,860 | 3,873,377 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Materials and services expenses |
18 | 660,776 | 711,973 | 1,911,751 | 2,113,864 | |||||||||||||||
| Personnel expenses |
19 | 289,300 | 324,083 | 868,198 | 978,938 | |||||||||||||||
| Other operating expenses |
46,433 | 53,272 | 138,601 | 151,346 | ||||||||||||||||
| Depreciation of property and equipment |
56,377 | 56,576 | 171,536 | 164,766 | ||||||||||||||||
| Depreciation of right-of-use assets |
26,733 | 26,362 | 79,661 | 76,822 | ||||||||||||||||
| Amortization of intangible assets |
15,842 | 16,799 | 46,818 | 49,087 | ||||||||||||||||
| Bargain purchase gain |
5 | — | — | (5,584 | ) | (10,787 | ) | |||||||||||||
| Gain on sale of rolling stock and equipment |
(1,494 | ) | (6,121 | ) | (8,159 | ) | (15,521 | ) | ||||||||||||
| Gain on derecognition of right-of-use assets |
(184 | ) | (69 | ) | (1,488 | ) | (762 | ) | ||||||||||||
| (Gain) loss on sale of land and building |
— | (2 | ) | 2 | (2 | ) | ||||||||||||||
| Gain on sale of assets held for sale |
(2,594 | ) | (10,057 | ) | (13,378 | ) | (20,228 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total operating expenses |
1,091,189 | 1,172,816 | 3,187,958 | 3,487,523 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operating income |
155,972 | 131,949 | 405,902 | 385,854 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Finance (income) costs |
||||||||||||||||||||
| Finance income |
20 | (963 | ) | (728 | ) | (3,129 | ) | (2,183 | ) | |||||||||||
| Finance costs |
20 | 16,354 | 21,948 | 55,291 | 64,006 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net finance costs |
15,391 | 21,220 | 52,162 | 61,823 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income before income tax |
140,581 | 110,729 | 353,740 | 324,031 | ||||||||||||||||
| Income tax expense |
21 | 29,920 | 28,088 | 97,664 | 76,098 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income from continuing operations |
110,661 | 82,641 | 256,076 | 247,933 | ||||||||||||||||
| Net loss from discontinued operations |
6 | — | — | — | (12,478 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income for the period attributable to owners of the Company |
110,661 | 82,641 | 256,076 | 235,455 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Earnings per share attributable to owners of the Company |
|
|||||||||||||||||||
| Basic earnings per share |
16 | 1.22 | 1.00 | 2.92 | 2.80 | |||||||||||||||
| Diluted earnings per share |
16 | 1.19 | 0.98 | 2.87 | 2.74 | |||||||||||||||
| Earnings per share from continuing operations attributable to owners of the Company |
| |||||||||||||||||||
| Basic earnings per share |
16 | 1.22 | 1.00 | 2.92 | 2.95 | |||||||||||||||
| Diluted earnings per share |
16 | 1.19 | 0.98 | 2.87 | 2.88 | |||||||||||||||
| (*) | Recasted for changes in presentation (see note 20) |
The notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
2
| TFI International Inc. | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |
| (UNAUDITED) |
| (In thousands of Canadian dollars) | Three months | Three months | Nine months | Nine months | ||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||
| Net income for the period attributable to owners of the Company |
110,661 | 82,641 | 256,076 | 235,455 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive (loss) income |
||||||||||||||||
| Items that may be reclassified to income or loss in future periods: |
||||||||||||||||
| Foreign currency translation differences |
(28,115 | ) | 14,821 | 29,471 | (37,056 | ) | ||||||||||
| Net investment hedge, net of tax |
8,355 | (2,954 | ) | (12,744 | ) | 9,494 | ||||||||||
| Cash flow hedge, net of tax |
374 | (1,810 | ) | (3,342 | ) | (9,612 | ) | |||||||||
| Items directly reclassified to retained earnings: |
||||||||||||||||
| Unrealized gain on investment in equity securities measured at fair value through OCI, net of tax |
— | — | — | 1,326 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive (loss) income for the period, net of tax |
(19,386 | ) | 10,057 | 13,385 | (35,848 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total comprehensive income for the period attributable to owners of the Company |
91,275 | 92,698 | 269,461 | 199,607 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
3
| TFI International Inc. | CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | |
| PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| (In thousands of Canadian dollars) | Accumulated | |||||||||||||||||||||||||||||||||||
| Accumulated | foreign | Accumulated | ||||||||||||||||||||||||||||||||||
| unrealized | currency | unrealized | Total equity | |||||||||||||||||||||||||||||||||
| loss on | Accumulated | translation | loss on | attributable | ||||||||||||||||||||||||||||||||
| employee | cash flow | differences | investment in | to owners | ||||||||||||||||||||||||||||||||
| Share | Contributed | benefit | hedge | and net | equity | Retained | of the | |||||||||||||||||||||||||||||
| Note | capital | surplus | plans | gain (loss) | investment hedge | securities | earnings | Company | ||||||||||||||||||||||||||||
| Balance as at December 31, 2019 |
680,233 | 21,063 | (486 | ) | 375 | 24,584 | — | 779,920 | 1,505,689 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Net income for the period |
— | — | — | — | — | — | 256,076 | 256,076 | ||||||||||||||||||||||||||||
| Other comprehensive (loss) income for the period, net of tax |
|
— | — | — | (3,342 | ) | 16,727 | — | — | 13,385 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive (loss) income for the period |
— | — | — | (3,342 | ) | 16,727 | — | 256,076 | 269,461 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Share-based payment transactions |
17 | — | 7,063 | — | — | — | — | — | 7,063 | |||||||||||||||||||||||||||
| Stock options exercised |
15, 17 | 34,001 | (6,046 | ) | — | — | — | — | — | 27,955 | ||||||||||||||||||||||||||
| Issuance of shares |
15 | 563,080 | — | — | — | — | — | — | 563,080 | |||||||||||||||||||||||||||
| Dividends to owners of the Company |
— | — | — | — | — | — | (69,780 | ) | (69,780 | ) | ||||||||||||||||||||||||||
| Repurchase of own shares |
15 | (16,681 | ) | — | — | — | — | — | (35,959 | ) | (52,640 | ) | ||||||||||||||||||||||||
| Net settlement of restricted share units |
15, 17 | 13 | (26 | ) | — | — | — | — | (29 | ) | (42 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total transactions with owners, recorded directly in equity |
580,413 | 991 | — | — | — | — | (105,768 | ) | 475,636 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance as at September 30, 2020 |
1,260,646 | 22,054 | (486 | ) | (2,967 | ) | 41,311 | — | 930,228 | 2,250,786 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance as at December 31, 2018 |
704,510 | 20,448 | (528 | ) | 10,210 | 60,971 | (5,863 | ) | 787,106 | 1,576,854 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Adjustment on initial application of IFRS 16 |
— | — | — | — | — | — | (25,678 | ) | (25,678 | ) | ||||||||||||||||||||||||||
| Net income for the period |
— | — | — | — | — | — | 235,455 | 235,455 | ||||||||||||||||||||||||||||
| Other comprehensive (loss) income for the period, net of tax |
|
— | — | — | (9,612 | ) | (27,562 | ) | 1,326 | — | (35,848 | ) | ||||||||||||||||||||||||
| Realized loss on equity securities, net of tax |
— | — | — | — | — | 4,537 | (4,537 | ) | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive (loss) income for the period |
— | — | — | (9,612 | ) | (27,562 | ) | 5,863 | 230,918 | 199,607 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Share-based payment transactions |
17 | — | 6,286 | — | — | — | — | — | 6,286 | |||||||||||||||||||||||||||
| Stock options exercised |
15, 17 | 19,992 | (4,521 | ) | — | — | — | — | — | 15,471 | ||||||||||||||||||||||||||
| Dividends to owners of the Company |
— | — | — | — | — | — | (59,972 | ) | (59,972 | ) | ||||||||||||||||||||||||||
| Repurchase of own shares |
15 | (46,633 | ) | — | — | — | — | — | (178,926 | ) | (225,559 | ) | ||||||||||||||||||||||||
| Net settlement of restricted share units |
15, 17 | 44 | (69 | ) | — | — | — | — | (86 | ) | (111 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total transactions with owners, recorded directly in equity |
(26,597 | ) | 1,696 | — | — | — | — | (238,984 | ) | (263,885 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance as at September 30, 2019 |
677,913 | 22,144 | (528 | ) | 598 | 33,409 | — | 753,362 | 1,486,898 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
The notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
4
| TFI International Inc. | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| (UNAUDITED) |
| (In thousands of Canadian dollars) | Three months | Three months | Nine months | Nine months | ||||||||||||||||
| ended | ended | ended | ended | |||||||||||||||||
| Note | Sept. 30, 2020 | Sept. 30, 2019* | Sept. 30, 2020 | Sept. 30, 2019* | ||||||||||||||||
| Cash flows from operating activities |
||||||||||||||||||||
| Net income for the period attributable to owners of the Company |
|
110,661 | 82,641 | 256,076 | 235,455 | |||||||||||||||
| Net loss from discontinued operations |
— | — | — | (12,478 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income from continuing operations |
110,661 | 82,641 | 256,076 | 247,933 | ||||||||||||||||
| Adjustments for : |
||||||||||||||||||||
| Depreciation of property and equipment |
56,377 | 56,576 | 171,536 | 164,766 | ||||||||||||||||
| Depreciation of right-of-use assets |
26,733 | 26,362 | 79,661 | 76,822 | ||||||||||||||||
| Amortization of intangible assets |
15,842 | 16,799 | 46,818 | 49,087 | ||||||||||||||||
| Share-based payment transactions |
2,555 | 2,016 | 7,063 | 6,286 | ||||||||||||||||
| Net finance costs |
15,391 | 21,220 | 52,162 | 61,823 | ||||||||||||||||
| Income tax expense |
29,920 | 28,088 | 97,664 | 76,098 | ||||||||||||||||
| Bargain purchase gain |
— | — | (5,584 | ) | (10,787 | ) | ||||||||||||||
| Gain on sale of property and equipment |
(1,494 | ) | (6,123 | ) | (8,157 | ) | (15,523 | ) | ||||||||||||
| Gain on derecognition of right-of-use assets |
(184 | ) | (69 | ) | (1,488 | ) | (762 | ) | ||||||||||||
| Gain on sale of assets held for sale |
(2,594 | ) | (10,057 | ) | (13,378 | ) | (20,228 | ) | ||||||||||||
| Provisions and employee benefits |
7,131 | 7,693 | 5,449 | 5,584 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| 260,338 | 225,146 | 687,822 | 641,099 | |||||||||||||||||
| Net change in non-cash operating working capital |
7 | 3,914 | 3,552 | 42,194 | 11,422 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash generated from operating activities |
264,252 | 228,698 | 730,016 | 652,521 | ||||||||||||||||
| Interest paid |
(18,165 | ) | (22,508 | ) | (53,592 | ) | (64,495 | ) | ||||||||||||
| Income tax paid |
(56,489 | ) | (19,128 | ) | (67,214 | ) | (98,910 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net cash from continuing operating activities |
|
189,598 | 187,062 | 609,210 | 489,116 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net cash used in discontinued operating activities |
— | — | — | (14,461 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net cash from operating activities |
|
189,598 | 187,062 | 609,210 | 474,655 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash flows from investing activities |
||||||||||||||||||||
| Purchases of property and equipment |
(50,505 | ) | (103,346 | ) | (111,052 | ) | (224,003 | ) | ||||||||||||
| Proceeds from sale of property and equipment |
13,446 | 27,435 | 38,063 | 67,742 | ||||||||||||||||
| Proceeds from sale of assets held for sale |
8,277 | 15,974 | 24,977 | 34,688 | ||||||||||||||||
| Purchases of intangible assets |
(275 | ) | (1,146 | ) | (1,765 | ) | (3,398 | ) | ||||||||||||
| Proceeds from sale of intangible assets |
— | — | — | 269 | ||||||||||||||||
| Business combinations, net of cash acquired |
(38,204 | ) | (20,135 | ) | (112,874 | ) | (200,772 | ) | ||||||||||||
| Purchases of investments |
— | (787 | ) | — | (787 | ) | ||||||||||||||
| Proceeds from sale of investments |
— | — | — | 2,426 | ||||||||||||||||
| Proceeds from collection of promissory notes |
— | — | 25,000 | — | ||||||||||||||||
| Others |
391 | (324 | ) | 4,021 | (565 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net cash used in continuing investing activities |
|
(66,870 | ) | (82,329 | ) | (133,630 | ) | (324,400 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash flows from financing activities |
||||||||||||||||||||
| Increase (decrease) in bank indebtedness |
3,799 | (9,704 | ) | (1,450 | ) | (8,775 | ) | |||||||||||||
| Proceeds from long-term debt |
8,104 | 24,074 | 25,805 | 329,042 | ||||||||||||||||
| Net repayment of long-term debt |
(11,378 | ) | (11,529 | ) | (521,573 | ) | (123,850 | ) | ||||||||||||
| Repayment of lease liability |
(28,227 | ) | (25,613 | ) | (81,392 | ) | (73,360 | ) | ||||||||||||
| Increase (decrease) in other financial liabilities |
2,940 | (48 | ) | 3,283 | (2,070 | ) | ||||||||||||||
| Dividends paid |
(22,849 | ) | (20,035 | ) | (66,683 | ) | (61,043 | ) | ||||||||||||
| Repurchase of own shares |
— | (64,148 | ) | (52,640 | ) | (225,559 | ) | |||||||||||||
| Proceeds from the issuance of common shares, net of expenses |
|
274,605 | — | 563,080 | — | |||||||||||||||
| Proceeds from exercise of stock options |
10,118 | 2,337 | 27,955 | 15,471 | ||||||||||||||||
| Repurchase of own shares for restricted share unit settlement |
|
(42 | ) | (67 | ) | (42 | ) | (111 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net cash from (used in) continuing financing activities |
237,070 | (104,733 | ) | (103,657 | ) | (150,255 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net change in cash and cash equivalents |
359,798 | — | 371,923 | — | ||||||||||||||||
| Cash and cash equivalents, beginning of period |
12,125 | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash and cash equivalents, end of period |
371,923 | — | 371,923 | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (*) | Recasted for changes in presentation (see note 20) |
The notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
5
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 1. | Reporting entity |
TFI International Inc. (the “Company”) is incorporated under the Canada Business Corporations Act, and is a company domiciled in Canada. The address of the Company’s registered office is 8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6.
The condensed consolidated interim financial statements of the Company as at and for the three and nine months ended September 30, 2020 and 2019 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).
The Group is involved in the provision of transportation and logistics services across the United States, Canada and Mexico.
| 2. | Basis of preparation |
| a) | Statement of compliance |
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Group.
These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on October 22, 2020.
| b) | Basis of measurement |
These condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position:
| • | investment in equity securities, derivative financial instruments and contingent considerations are measured at fair value; |
| • | liabilities for cash-settled share-based payment arrangements are measured at fair value in accordance with IFRS 2; |
| • | the defined benefit pension plan liability is recognized as the net total of the present value of the defined benefit obligation less the fair value of the plan assets; and |
| • | assets and liabilities acquired in business combinations are measured at fair value at acquisition date. |
| c) | Seasonality of interim operations |
The activities conducted by the Group are subject to general demand for freight transportation. Historically, demand has been relatively stable with the first quarter being generally the weakest in terms of demand. Furthermore, during the harsh winter months, fuel consumption and maintenance costs tend to rise. Consequently, the results of operations for the interim period are not necessarily indicative of the results of operations for the full year.
| d) | Functional and presentation currency |
These condensed consolidated interim financial statements are presented in Canadian dollars (“CDN$”), which is the Company’s functional currency. All financial information presented in Canadian dollars has been rounded to the nearest thousand.
| e) | Use of estimates and judgments |
The preparation of the accompanying financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include the valuation of goodwill and intangible assets, the measurement of identified assets and liabilities acquired in business combinations, income tax provisions, the self-insurance and other provisions and contingencies. These estimates and assumptions are based on management’s best estimates and judgments.
6
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from these estimates. Changes in those estimates and assumptions resulting from changes in the economic environment will be reflected in the financial statements of future periods.
In preparing these condensed consolidated interim financial statements, the significant judgments made by management applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied and described in the Group’s 2019 annual consolidated financial statements.
| 3. | Significant accounting policies |
The accounting policies described in the Group’s 2019 annual consolidated financial statements have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated in note 3. The accounting policies have been applied consistently by Group entities.
Government Grants
The Group recognizes a government grant when there is reasonable assurance it will comply with the conditions required to qualify for the grant, and that the grant will be received. The Group recognizes government grants as a reduction to the expense that the grant is intended to offset.
New standards and interpretations adopted during the period
The following new standards, and amendments to standards and interpretations, are effective for the first time for interim periods beginning on or after January 1, 2020 and have been applied in preparing these condensed consolidated interim financial statements:
Definition of a business (Amendments to IFRS 3): On October 22, 2018, the IASB issued amendments to IFRS 3 Business Combinations that seek to clarify whether a transaction results in an asset or a business acquisition. The amendments apply to businesses acquired in annual reporting periods beginning on or after January 1, 2020. The amendments include an election to use a concentration test. This is a simplified assessment that results in an asset acquisition if substantially all of the fair value of the gross assets is concentrated in a single identifiable asset or a group of similar identifiable assets. If a preparer chooses not to apply the concentration test, or the test fails, then the assessment focuses on the existence of a substantive process. The adoption of the amendments did not have a material impact on the Group’s condensed consolidated interim financial statements.
Amendments to Hedge Accounting Requirements - IBOR Reform and its Effects on Financial Reporting (Phase 1): On September 26, 2019, the IASB issued amendments for some of its requirements for hedge accounting in IFRS 9 Financial Instruments and IAS 39 Financial Instruments: Recognition and Measurement, as well as the related Standard on disclosures, IFRS 7 Financial Instruments: Disclosures in relation to Phase 1 of IBOR Reform and its Effects on Financial Reporting project. The amendments are effective from January 1, 2020. The amendments address issues affecting financial reporting in the period leading up to IBOR reform, are mandatory and apply to all hedging relationships directly affected by uncertainties related to IBOR reform. The amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform in the following areas:
| • | the ‘highly probable’ requirement, |
| • | prospective assessments, |
| • | retrospective assessments (for IAS 39), and |
| • | eligibility of risk components. |
The adoption of the amendments did not have a material impact on the Group’s condensed consolidated interim financial statements. As at September 30, 2020, the Group has US$100 million interest rate swaps that hedge variable interest debt set using the 30-day Libor rate.
7
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
New standards and interpretations not yet adopted
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
On January 23, 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements, to clarify the classification of liabilities as current or non-current. The amendments are effective for annual periods beginning on or after January 1, 2023. Early adoption is permitted. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period. The extent of the impact of adoption of the amendments has not yet been determined.
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)
On May 14, 2020, the IASB issued Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37). The amendments are effective for annual periods beginning on or after January 1, 2022 and apply to contracts existing at the date when the amendments are first applied. Early adoption is permitted. IAS 37 does not specify which costs are included as a cost of fulfilling a contract when determining whether a contract is onerous. The IASB’s amendments address this issue by clarifying that the “costs of fulfilling a contract” comprise both:
| • | the incremental costs – e.g. direct labour and materials; and |
| • | an allocation of other direct costs – e.g. an allocation of the depreciation charge for an item of property and equipment used in fulfilling the contract. |
The extent of the impact of adoption of the amendments has not yet been determined.
Interest Rate Benchmark Reform—Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
On August 27, 2020, the IASB finalized its response to the ongoing reform of inter-bank offered rates and other interest rate benchmarks by issuing a package of amendments to IFRS Standards. The amendments are effective for annual periods beginning on or after January 1, 2021. Earlier application is permitted.
The amendments complement those issued in 2019 as part of Phase 1 amendments and mainly relate to:
| • | changes to contractual cash flows—a company will not have to derecognise the carrying amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate; |
| • | hedge accounting—a company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and |
| • | disclosures—a company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates. |
The extent of the impact of adoption of the amendments has not yet been determined.
8
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 4. | Segment reporting |
The Group operates within the transportation and logistics industry in the United States, Canada and Mexico in different reportable segments, as described below. The reportable segments are managed independently as they require different technology and capital resources. For each of the operating segments, the Group’s CEO reviews internal management reports. The following summary describes the operations in each of the Group’s reportable segments:
| Package and Courier: |
Pickup, transport and delivery of items across North America. | |
|
Less-Than-Truckload: |
Pickup, consolidation, transport and delivery of smaller loads. | |
| Truckload (a): |
Full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. Includes expedited transportation, flatbed, tank, container and dedicated services. | |
| Logistics (b): |
Asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small package parcel delivery. | |
(a) The Truckload reporting segment represents the aggregation of the Canadian Conventional Truckload, U.S. Conventional Truckload, and Specialized Truckload operating segments. The aggregation of the segment was analyzed using management’s judgment in accordance with IFRS 8. The operating segments were determined to be similar with respect to the nature of services offered and the methods used to distribute their services, additionally, they have similar economic characteristics with respect to long-term expected gross margin, levels of capital invested and market place trends.
(b) Effective in the fourth quarter of fiscal 2019, the Group renamed the segment to Logistics from the previous reporting as Logistics and Last Mile. The composition of the segment remains unchanged.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating income or loss. This measure is included in the internal management reports that are reviewed by the Group’s CEO and refers to “Operating income (loss)” in the consolidated statements of income. Segment’s operating income or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
9
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| Package | Less- | |||||||||||||||||||||||||||
| and | Than- | |||||||||||||||||||||||||||
| Courier | Truckload | Truckload | Logistics | Corporate | Eliminations | Total | ||||||||||||||||||||||
| Three months ended September 30, 2020 |
|
|||||||||||||||||||||||||||
| External revenue |
161,950 | 175,427 | 539,363 | 278,295 | — | — | 1,155,035 | |||||||||||||||||||||
| External fuel surcharge |
14,256 | 20,754 | 50,440 | 6,676 | — | — | 92,126 | |||||||||||||||||||||
| Inter-segment revenue and fuel surcharge |
1,351 | 2,020 | 5,892 | 1,536 | — | (10,799 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total revenue |
177,557 | 198,201 | 595,695 | 286,507 | — | (10,799 | ) | 1,247,161 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income (loss) |
28,527 | 34,993 | 74,569 | 29,910 | (12,027 | ) | — | 155,972 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Selected items: |
||||||||||||||||||||||||||||
| Depreciation and amortization |
8,429 | 16,409 | 62,960 | 10,553 | 601 | — | 98,952 | |||||||||||||||||||||
| Gain (loss) on sale of assets held for sale |
— | (21 | ) | 2,615 | — | — | — | 2,594 | ||||||||||||||||||||
| Intangible assets |
246,125 | 237,121 | 1,180,217 | 337,722 | 3,792 | — | 2,004,977 | |||||||||||||||||||||
| Total assets |
489,630 | 745,851 | 2,741,179 | 536,737 | 406,736 | — | 4,920,133 | |||||||||||||||||||||
| Total liabilities |
147,324 | 257,785 | 574,760 | 147,651 | 1,541,996 | (169 | ) | 2,669,347 | ||||||||||||||||||||
| Additions to property and equipment |
2,791 | 11,500 | 31,884 | 211 | 97 | — | 46,483 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Three months ended September 30, 2019* |
||||||||||||||||||||||||||||
| External revenue |
153,619 | 203,006 | 553,306 | 255,889 | — | — | 1,165,820 | |||||||||||||||||||||
| External fuel surcharge |
21,193 | 32,037 | 75,672 | 10,043 | — | — | 138,945 | |||||||||||||||||||||
| Inter-segment revenue and fuel surcharge |
1,358 | 2,601 | 4,569 | 924 | — | (9,452 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total revenue |
176,170 | 237,644 | 633,547 | 266,856 | — | (9,452 | ) | 1,304,765 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income (loss) |
28,232 | 25,791 | 75,762 | 13,796 | (11,632 | ) | — | 131,949 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Selected items: |
||||||||||||||||||||||||||||
| Depreciation and amortization |
8,457 | 17,830 | 60,638 | 12,130 | 682 | — | 99,737 | |||||||||||||||||||||
| Gain on sale of land and building |
— | — | 2 | — | — | — | 2 | |||||||||||||||||||||
| Gain (loss) on sale of assets held for sale |
1,199 | — | 9,018 | — | (160 | ) | — | 10,057 | ||||||||||||||||||||
| Intangible assets |
247,083 | 247,417 | 1,131,670 | 346,473 | 3,438 | — | 1,976,081 | |||||||||||||||||||||
| Total assets |
473,182 | 765,766 | 2,742,236 | 560,667 | 59,609 | — | 4,601,460 | |||||||||||||||||||||
| Total liabilities |
131,485 | 300,192 | 531,742 | 160,058 | 1,991,085 | — | 3,114,562 | |||||||||||||||||||||
| Additions to property and equipment |
6,944 | 4,003 | 89,315 | 487 | 8 | — | 100,757 | |||||||||||||||||||||
| (*) | Recasted for changes in presentation (see note 20) |
10
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| Less- | ||||||||||||||||||||||||||||
| Package and | Than- | |||||||||||||||||||||||||||
| Courier | Truckload | Truckload | Logistics | Corporate | Eliminations | Total | ||||||||||||||||||||||
| Nine months ended September 30, 2020 |
|
|||||||||||||||||||||||||||
| External revenue |
438,854 | 509,993 | 1,534,753 | 809,375 | — | — | 3,292,975 | |||||||||||||||||||||
| External fuel surcharge |
45,785 | 67,006 | 166,116 | 21,978 | — | — | 300,885 | |||||||||||||||||||||
| Inter-segment revenue and fuel surcharge |
3,679 | 6,257 | 16,441 | 4,216 | — | (30,593 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total revenue |
488,318 | 583,256 | 1,717,310 | 835,569 | — | (30,593 | ) | 3,593,860 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income (loss) |
66,633 | 86,093 | 207,097 | 78,550 | (32,471 | ) | — | 405,902 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Depreciation and amortization |
25,342 | 51,101 | 187,729 | 32,590 | 1,253 | — | 298,015 | |||||||||||||||||||||
| Loss on sale of land and buildings |
(2 | ) | — | — | — | — | — | (2 | ) | |||||||||||||||||||
| Gain (loss) on sale of assets held for sale |
(2 | ) | (66 | ) | 13,446 | — | — | — | 13,378 | |||||||||||||||||||
| Bargain purchase gain |
— | — | — | 5,584 | — | — | 5,584 | |||||||||||||||||||||
| Intangible assets |
246,125 | 237,121 | 1,180,217 | 337,722 | 3,792 | — | 2,004,977 | |||||||||||||||||||||
| Total assets |
489,630 | 745,851 | 2,741,179 | 536,737 | 406,736 | — | 4,920,133 | |||||||||||||||||||||
| Total liabilities |
147,324 | 257,785 | 574,760 | 147,651 | 1,541,996 | (169 | ) | 2,669,347 | ||||||||||||||||||||
| Additions to property and equipment |
20,150 | 21,441 | 68,849 | 853 | 270 | — | 111,563 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Nine months ended September 30, 2019* |
||||||||||||||||||||||||||||
| External revenue |
456,838 | 625,218 | 1,641,869 | 723,228 | — | — | 3,447,153 | |||||||||||||||||||||
| External fuel surcharge |
63,675 | 100,548 | 232,550 | 29,451 | — | — | 426,224 | |||||||||||||||||||||
| Inter-segment revenue and fuel surcharge |
3,886 | 7,764 | 15,211 | 2,821 | — | (29,682 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total revenue |
524,399 | 733,530 | 1,889,630 | 755,500 | — | (29,682 | ) | 3,873,377 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income (loss) |
79,163 | 83,701 | 193,747 | 57,618 | (28,375 | ) | — | 385,854 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Selected items: |
||||||||||||||||||||||||||||
| Depreciation and amortization |
24,364 | 52,461 | 177,845 | 34,380 | 1,625 | — | 290,675 | |||||||||||||||||||||
| Gain on sale of land and buildings |
— | — | 2 | — | — | — | 2 | |||||||||||||||||||||
| Gain (loss) on sale of assets held for sale |
1,199 | 9,399 | 9,790 | — | (160 | ) | — | 20,228 | ||||||||||||||||||||
| Bargain purchase gain |
— | — | — | 10,787 | — | — | 10,787 | |||||||||||||||||||||
| Intangible assets |
247,083 | 247,417 | 1,131,670 | 346,473 | 3,438 | — | 1,976,081 | |||||||||||||||||||||
| Total assets |
473,182 | 765,766 | 2,742,236 | 560,667 | 59,609 | — | 4,601,460 | |||||||||||||||||||||
| Total liabilities |
131,485 | 300,192 | 531,742 | 160,058 | 1,991,085 | — | 3,114,562 | |||||||||||||||||||||
| Additions to property and equipment |
13,126 | 19,829 | 196,608 | 1,524 | 715 | — | 231,802 | |||||||||||||||||||||
| (*) | Recasted for changes in presentation (see note 20) |
11
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
Geographical information
Revenue is attributed to geographical locations based on the origin of service’s location.
| Total revenue | Package | Less- | ||||||||||||||||||||||
| and | Than- | |||||||||||||||||||||||
| Courier | Truckload | Truckload | Logistics | Eliminations | Total | |||||||||||||||||||
| Three months ended September 30, 2020 |
|
|||||||||||||||||||||||
| Canada |
177,557 | 174,458 | 247,210 | 79,701 | (9,023 | ) | 669,903 | |||||||||||||||||
| United States |
— | 23,743 | 348,485 | 200,509 | (1,776 | ) | 570,961 | |||||||||||||||||
| Mexico |
— | — | — | 6,297 | — | 6,297 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
177,557 | 198,201 | 595,695 | 286,507 | (10,799 | ) | 1,247,161 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Three months ended September 30, 2019 |
||||||||||||||||||||||||
| Canada |
176,170 | 199,288 | 271,453 | 71,627 | (8,942 | ) | 709,596 | |||||||||||||||||
| United States |
— | 38,356 | 362,094 | 189,944 | (510 | ) | 589,884 | |||||||||||||||||
| Mexico |
— | — | — | 5,285 | — | 5,285 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
176,170 | 237,644 | 633,547 | 266,856 | (9,452 | ) | 1,304,765 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Nine months ended September 30, 2020 |
|
|||||||||||||||||||||||
| Canada |
488,318 | 512,660 | 707,583 | 231,030 | (26,033 | ) | 1,913,558 | |||||||||||||||||
| United States |
— | 70,596 | 1,009,727 | 588,461 | (4,560 | ) | 1,664,224 | |||||||||||||||||
| Mexico |
— | — | — | 16,078 | — | 16,078 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
488,318 | 583,256 | 1,717,310 | 835,569 | (30,593 | ) | 3,593,860 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Nine months ended September 30, 2019 |
|
|||||||||||||||||||||||
| Canada |
524,399 | 611,715 | 801,878 | 211,379 | (28,658 | ) | 2,120,713 | |||||||||||||||||
| United States |
— | 121,815 | 1,087,752 | 528,661 | (1,024 | ) | 1,737,204 | |||||||||||||||||
| Mexico |
— | — | — | 15,460 | — | 15,460 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
524,399 | 733,530 | 1,889,630 | 755,500 | (29,682 | ) | 3,873,377 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Segment assets are based on the geographical location of the assets.
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Property and equipment, right-of-use assets and intangible assets |
||||||||
| Canada |
2,290,109 | 2,308,400 | ||||||
| United States |
1,527,143 | 1,518,877 | ||||||
| Mexico |
19,543 | 23,349 | ||||||
|
|
|
|
|
|||||
| 3,836,795 | 3,850,626 | |||||||
|
|
|
|
|
|||||
| 5. | Business combinations |
| a) | Business combinations |
In line with the Group’s growth strategy, the Group acquired eight businesses during 2020, which were not considered to be material, including R.R. Donnelley & Sons Company. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.
On March 2, 2020, the Group completed the acquisition of the courier service business of R.R. Donnelley & Sons Company. The purchase price for this business acquisition totalled $14.7 million, which has been paid in cash. The estimated fair value of the identifiable net assets acquired, including the fair value of the customer relationships acquired, exceeded the purchase price, resulting in an estimated bargain purchase gain of $5.6 million in the logistics segment.
12
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
If the Group acquired the eight businesses on January 1, 2020, as per management’s best estimates, the revenue and net income for these entities would have been $197.2 million and $5.6 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2020.
During 2020, transaction costs of $0.3 million (2019 - $0.1 million) have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.
As of the reporting date, the Group had not completed the purchase price allocation over the identifiable net assets and goodwill of the 2020 acquisitions. Information to confirm fair value of certain assets and liabilities is still to be obtained for these acquisitions. As the Group obtains more information, the allocation will be completed. The table below presents the purchase price allocation based on the best information available to the Group to date.
| Identifiable assets acquired and liabilities assumed |
Note | 2020* | ||||||
| Cash and cash equivalents |
2,749 | |||||||
| Trade and other receivables |
35,555 | |||||||
| Inventoried supplies and prepaid expenses |
1,936 | |||||||
| Property and equipment |
8 | 21,589 | ||||||
| Right-of-use assets |
9 | 48,537 | ||||||
| Intangible assets |
10 | 33,884 | ||||||
| Trade and other payables |
(8,939 | ) | ||||||
| Income tax payable |
1,615 | |||||||
| Other non-current liabilities |
(455 | ) | ||||||
| Long-term debt |
(7,055 | ) | ||||||
| Lease liabilities |
13 | (48,889 | ) | |||||
| Deferred tax liabilities |
(6,304 | ) | ||||||
|
|
|
|||||||
| Total identifiable net assets |
74,223 | |||||||
| Total consideration transferred |
115,062 | |||||||
|
|
|
|||||||
| Goodwill |
10 | 46,423 | ||||||
| Bargain purchase gain |
(5,584 | ) | ||||||
|
|
|
|||||||
| Cash |
115,623 | |||||||
| Contingent consideration |
(561 | ) | ||||||
|
|
|
|||||||
| Total consideration transferred |
115,062 | |||||||
|
|
|
|||||||
| (*) | Includes non-material adjustments to prior year’s acquisitions |
The trade receivables comprise gross amounts due of $38.1 million, of which $2.5 million was expected to be uncollectible at the acquisition date.
Of the goodwill and intangible assets acquired through business combinations in 2020, $27.4 million is deductible for tax purposes.
| b) | Goodwill |
The goodwill is attributable mainly to the premium of an established business operation with a good reputation in the transportation industry, and the synergies expected to be achieved from integrating the acquired entity into the Group’s existing business.
13
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
The goodwill arising in the above business combinations has been allocated to operating segments as indicated in the table below, which represents the lowest level at which goodwill is monitored internally.
| Operating segment |
Reportable segment |
2020* | ||||
| U.S. Truckload |
Truckload | 748 | ||||
| Specialized Truckload |
Truckload | 42,110 | ||||
| Logistics |
Logistics | 3,565 | ||||
|
|
|
|||||
| 46,423 | ||||||
|
|
|
|||||
| (*) | Includes non-material adjustments to prior year’s acquisitions |
| c) | Adjustment to the provisional amounts of prior year’s business combinations |
The 2019 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of Schilli and various other non-material acquisitions. These acquisitions were accounted for under the provisions of IFRS 3.
As required by IFRS 3, the provisional fair values have been reassessed in light of information obtained during the measurement period following the acquisition. Consequently, the fair value of certain assets acquired, liabilities assumed and contingent consideration of Schilli and the non-material acquisitions have been adjusted in 2020. No material adjustments were required to the provisional fair values for these prior period’s business combinations and have been included with the acquisition of 2020.
| 6. | Discontinued operations |
In Q2 2019, the Group received an unfavorable ruling on an accident claim, resulting in a loss of $12.5 million ($16.6 million, net of tax of $4.1 million). The incident occurred in an operating division which was part of the discontinued rig moving segment. The rig moving segment was classified as discontinued on September 30, 2015.
The net cash outflows from discontinued operations was $14.5 million during the second quarter of 2019 ($18.6 million, net of tax of $4.1 million).
The basic loss per share for the three and nine-month periods ended September 30, 2019 from discontinued operations were nil and $0.15, respectively. The diluted loss per share for the three and nine-month periods ended September 30, 2019 from discontinued operations were nil and $0.15 respectively.
| 7. | Additional cash flow information |
Net change in non-cash operating working capital
| Three months | Three months | Nine months | Nine months | |||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019* | Sept. 30, 2020 | Sept. 30, 2019* | |||||||||||||
| Trade and other receivables |
(44,158 | ) | 14,066 | (1,174 | ) | 40,935 | ||||||||||
| Inventoried supplies |
391 | 644 | 3,526 | 1,843 | ||||||||||||
| Prepaid expenses |
279 | 3,920 | (2,807 | ) | 303 | |||||||||||
| Trade and other payables |
47,402 | (15,078 | ) | 42,649 | (31,659 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 3,914 | 3,552 | 42,194 | 11,422 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (*) | Recasted for changes in presentation (see note 20) |
14
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 8. | Property and equipment |
| Land and | Rolling | |||||||||||||||
| buildings | stock | Equipment | Total | |||||||||||||
| Cost |
||||||||||||||||
| Balance at December 31, 2019 |
400,909 | 1,645,986 | 162,735 | 2,209,630 | ||||||||||||
| Additions through business combinations |
1,057 | 20,179 | 353 | 21,589 | ||||||||||||
| Other additions |
19,188 | 81,207 | 11,168 | 111,563 | ||||||||||||
| Disposals |
(301 | ) | (112,772 | ) | (4,696 | ) | (117,769 | ) | ||||||||
| Reclassification to assets held for sale |
(18,751 | ) | (11,048 | ) | — | (29,799 | ) | |||||||||
| Effect of movements in exchange rates |
1,424 | 20,383 | 81 | 21,888 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at September 30, 2020 |
403,526 | 1,643,935 | 169,641 | 2,217,102 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Depreciation |
||||||||||||||||
| Balance at December 31, 2019 |
76,121 | 567,787 | 104,015 | 747,923 | ||||||||||||
| Depreciation for the period |
8,325 | 152,583 | 10,628 | 171,536 | ||||||||||||
| Disposals |
(227 | ) | (83,335 | ) | (4,301 | ) | (87,863 | ) | ||||||||
| Reclassification to assets held for sale |
(7,073 | ) | (10,218 | ) | — | (17,291 | ) | |||||||||
| Effect of movements in exchange rates |
219 | 4,114 | (160 | ) | 4,173 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at September 30, 2020 |
77,365 | 630,931 | 110,182 | 818,478 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net carrying amounts |
||||||||||||||||
| At December 31, 2019 |
324,788 | 1,078,199 | 58,720 | 1,461,707 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| At September 30, 2020 |
326,161 | 1,013,004 | 59,459 | 1,398,624 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
As at September 30, 2020, $0.5 million is included in trade and other payables for the purchases of property and equipment (December 31, 2019 – $3.1 million).
| 9. | Right-of-use assets |
| Land and | Rolling | |||||||||||||||
| buildings | stock | Equipment | Total | |||||||||||||
| Cost |
||||||||||||||||
| Balance at December 31, 2019 |
558,627 | 213,120 | 2,389 | 774,136 | ||||||||||||
| Other additions |
13,714 | 27,825 | 1,358 | 42,897 | ||||||||||||
| Additions through business combinations |
14,422 | 34,115 | — | 48,537 | ||||||||||||
| Derecognition* |
(19,428 | ) | (34,538 | ) | (624 | ) | (54,590 | ) | ||||||||
| Effect of movements in exchange rates |
2,470 | (286 | ) | (20 | ) | 2,164 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at September 30, 2020 |
569,805 | 240,236 | 3,103 | 813,144 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Depreciation |
||||||||||||||||
| Balance at December 31, 2019 |
251,558 | 87,174 | 1,387 | 340,119 | ||||||||||||
| Depreciation |
48,467 | 30,571 | 623 | 79,661 | ||||||||||||
| Derecognition* |
(14,466 | ) | (25,894 | ) | (385 | ) | (40,745 | ) | ||||||||
| Effect of movements in exchange rates |
772 | 148 | (5 | ) | 915 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at September 30, 2020 |
286,331 | 91,999 | 1,620 | 379,950 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net carrying amounts |
||||||||||||||||
| At December 31, 2019 |
307,069 | 125,946 | 1,002 | 434,017 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| At September 30, 2020 |
283,474 | 148,237 | 1,483 | 433,194 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (*) | Derecognized right-of-use assets include negotiated asset purchases and extinguishments resulting from accidents as well as fully amortized or end of term right-of-use assets. |
15
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 10. | Intangible assets |
| Other intangible assets | ||||||||||||||||||||||||
| Non- | ||||||||||||||||||||||||
| Customer | compete | Information | ||||||||||||||||||||||
| Goodwill | relationships | Trademarks | agreements | technology | Total | |||||||||||||||||||
| Cost |
||||||||||||||||||||||||
| Balance at December 31, 2019 |
1,728,871 | 625,279 | 111,379 | 15,498 | 27,072 | 2,508,099 | ||||||||||||||||||
| Additions through business combinations* |
46,423 | 32,016 | 654 | 1,214 | — | 80,307 | ||||||||||||||||||
| Other additions |
— | — | — | — | 1,765 | 1,765 | ||||||||||||||||||
| Extinguishments |
— | — | — | (1,107 | ) | (122 | ) | (1,229 | ) | |||||||||||||||
| Effect of movements in exchange rates |
14,499 | 5,206 | 1,560 | 165 | 114 | 21,544 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at September 30, 2020 |
1,789,793 | 662,501 | 113,593 | 15,770 | 28,829 | 2,610,486 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amortization and impairment losses |
||||||||||||||||||||||||
| Balance at December 31, 2019 |
190,780 | 285,430 | 52,186 | 5,806 | 18,995 | 553,197 | ||||||||||||||||||
| Amortization for the period |
— | 38,562 | 4,046 | 2,044 | 2,166 | 46,818 | ||||||||||||||||||
| Extinguishments |
— | — | — | (1,107 | ) | (122 | ) | (1,229 | ) | |||||||||||||||
| Effect of movements in exchange rates |
3,180 | 2,795 | 628 | 56 | 64 | 6,723 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at September 30, 2020 |
193,960 | 326,787 | 56,860 | 6,799 | 21,103 | 605,509 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net carrying amounts |
||||||||||||||||||||||||
| At December 31, 2019 |
1,538,091 | 339,849 | 59,193 | 9,692 | 8,077 | 1,954,902 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| At September 30, 2020 |
1,595,833 | 335,714 | 56,733 | 8,971 | 7,726 | 2,004,977 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (*) | Includes non-material adjustments to prior year’s acquisitions |
| 11. | Other assets |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Restricted cash |
— | 4,298 | ||||||
| Security deposits |
3,870 | 4,109 | ||||||
| Investments in equity securities |
2,523 | 1,391 | ||||||
| Other |
2,070 | 1,443 | ||||||
| Promissory note |
— | 24,814 | ||||||
|
|
|
|
|
|||||
| 8,463 | 36,055 | |||||||
|
|
|
|
|
|||||
| Presented as : |
||||||||
| Current other assets |
— | 24,814 | ||||||
| Non-current other assets |
8,463 | 11,241 | ||||||
|
|
|
|
|
|||||
The restrictions on cash are no longer required as at September 30, 2020.
16
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 12. | Long-term debt |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Non-current liabilities |
||||||||
| Unsecured revolving facilities |
131,461 | 590,259 | ||||||
| Unsecured term loan |
409,480 | 609,147 | ||||||
| Unsecured debenture |
199,065 | 198,900 | ||||||
| Unsecured senior notes |
200,940 | 194,820 | ||||||
| Conditional sales contracts |
95,325 | 97,914 | ||||||
|
|
|
|
|
|||||
| 1,036,271 | 1,691,040 | |||||||
|
|
|
|
|
|||||
| Current liabilities |
||||||||
| Current portion of unsecured revolving facilities |
— | 11,970 | ||||||
| Current portion of conditional sales contracts |
42,784 | 41,677 | ||||||
| Current portion of unsecured term loan |
199,898 | — | ||||||
|
|
|
|
|
|||||
| 242,682 | 53,647 | |||||||
|
|
|
|
|
|||||
The table below summarizes changes to the long-term debt:
| Nine months | Nine months | |||||||||||
| ended | ended | |||||||||||
| Note | Sept. 30, 2020 | Sept. 30, 2019 | ||||||||||
| Balance at beginning of period |
1,744,687 | 1,584,423 | ||||||||||
| Transfer to lease liabilities |
— | (9,164 | ) | |||||||||
| Proceeds from long-term debt |
25,805 | 329,042 | ||||||||||
| Business combinations |
5 | 7,055 | 11,505 | |||||||||
| Net repayment of long-term debt |
(521,573 | ) | (123,850 | ) | ||||||||
| Accretion of deferred financing fees |
1,162 | 1,618 | ||||||||||
| Effect of movements in exchange rates |
7,126 | (2,226 | ) | |||||||||
| Effect of movements in exchange rates - OCI |
14,691 | (10,953 | ) | |||||||||
|
|
|
|
|
|||||||||
| Balance at end of period |
1,278,953 | 1,780,395 | ||||||||||
|
|
|
|
|
|||||||||
The Group’s revolving facilities have $1,084 million of availability at September 30, 2020 (December 31, 2019 - $605.1 million) and an additional $250 million credit available (C$245 million and US$5 million). The additional credit is available under certain conditions under the Group’s syndicated bank agreement.
17
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 13. | Lease liabilities |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Current portion of lease liabilities |
109,731 | 99,133 | ||||||
| Long-term portion of lease liabilities |
348,595 | 362,709 | ||||||
|
|
|
|
|
|||||
| 458,326 | 461,842 | |||||||
|
|
|
|
|
|||||
The table below summarizes changes to the lease liabilities:
| Nine months | Nine months | |||||||||||
| ended | ended | |||||||||||
| Note | September 30, 2020 | September 30, 2019 | ||||||||||
| Balance at beginning of period |
461,842 | — | ||||||||||
| Business combinations |
5 | 48,889 | 11,827 | |||||||||
| Additions |
42,897 | 40,187 | ||||||||||
| Derecognition* |
(15,333 | ) | (12,033 | ) | ||||||||
| Repayment |
(81,392 | ) | (73,360 | ) | ||||||||
| Effect of movements in exchange rates |
1,423 | (453 | ) | |||||||||
| Initial recognition on transition to IFRS 16 on January 1, 2019 |
— | 483,458 | ||||||||||
| Transfer of finance leases from long-term debt |
— | 9,164 | ||||||||||
|
|
|
|
|
|||||||||
| Balance at end of period |
458,326 | 458,790 | ||||||||||
|
|
|
|
|
|||||||||
| (*) | Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents as well as fully amortized or end of term right-of-use assets. |
Extension options
Some real estate leases contain extension options exercisable by the Group. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there are significant events or significant changes in circumstances within its control.
The lease liabilities include future lease payments of $55.5 million related to extension options that the Group is reasonably certain to exercise.
The Group has estimated that the potential future lease payments, should it exercise the remaining extension options, would result in an increase in lease liabilities of $481.2 million.
The Group does not have a significant exposure to termination options and penalties.
Contractual cash flows
The total contractual cash flow maturities of the Group’s lease liabilities are as follows:
| As at September 30, | ||||
| 2020 | ||||
| Less than 1 year |
124,306 | |||
| Between 1 and 5 years |
289,263 | |||
| More than 5 years |
100,198 | |||
|
|
|
|||
| 513,767 | ||||
|
|
|
|||
18
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 14. | Provisions |
| Self insurance | Other | Total | ||||||||||
| As at September 30, 2020 |
||||||||||||
| Current provisions |
16,367 | 3,852 | 20,219 | |||||||||
| Non-current provisions |
38,300 | 1,749 | 40,049 | |||||||||
|
|
|
|
|
|
|
|||||||
| 54,667 | 5,601 | 60,268 | ||||||||||
|
|
|
|
|
|
|
|||||||
| As at December 31, 2019 |
||||||||||||
| Current provisions |
21,961 | 1,760 | 23,721 | |||||||||
| Non-current provisions |
28,936 | 315 | 29,251 | |||||||||
|
|
|
|
|
|
|
|||||||
| 50,897 | 2,075 | 52,972 | ||||||||||
|
|
|
|
|
|
|
|||||||
| 15. | Share capital |
The Company is authorized to issue an unlimited number of common shares and preferred shares, issuable in series. Both common and preferred shares are without par value. All issued shares are fully paid.
During the first quarter of fiscal 2020, the Company completed an initial public offering on the New York Stock Exchange. The Company issued a total of 6,900,000 common shares, that were issued at a price of US $33.35 per share, the equivalent of CAD $44.20 per share based on the Bank of Canada exchange rate at the time of the transaction, for gross proceeds to the Company of US $230,115,000 (approximately CAD $305.0 million). The Company incurred share issuance costs of approximately $17.5 million of which $16.7 million were capitalised to share capital and $0.8 million were recognized in the consolidated statement of income.
During the third quarter of fiscal 2020, the Company completed a common share offering in the United States and Canada. The Company issued a total of 5,060,000 common shares, that were issued at a price of US $43.25 per share, the equivalent of CAD $57.32 per share based on the Bank of Canada exchange rate at the time of the transaction, for gross proceeds to the Company of US $218,845,000 (approximately CAD $290.0 million). The Company incurred share issuance costs of approximately $14.7 million which were fully capitalised to share capital.
The following table summarizes the number of common shares issued:
| (in number of shares) | Nine months | Nine months | ||||||||||
| ended | ended | |||||||||||
| Note | Sept. 30, 2020 | Sept. 30, 2019 | ||||||||||
| Balance, beginning of period |
81,450,326 | 86,397,588 | ||||||||||
| Repurchase and cancellation of own shares |
(1,542,155 | ) | (5,685,346 | ) | ||||||||
| Issuance of shares |
11,960,000 | — | ||||||||||
| Stock options exercised |
17 | 1,494,304 | 1,191,361 | |||||||||
|
|
|
|
|
|||||||||
| Balance, end of period |
93,362,475 | 81,903,603 | ||||||||||
|
|
|
|
|
|||||||||
19
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
The following table summarizes the share capital issued and fully paid:
| Nine months | Nine months | |||||||
| ended | ended | |||||||
| Sept. 30, 2020 | Sept. 30, 2019 | |||||||
| Balance, beginning of period |
680,233 | 704,510 | ||||||
| Issuance of shares, net of expenses |
563,080 | — | ||||||
| Repurchase and cancellation of own shares |
(16,681 | ) | (46,633 | ) | ||||
| Cash consideration of stock options exercised |
27,955 | 15,471 | ||||||
| Ascribed value credited to share capital on stock options exercised |
6,046 | 4,521 | ||||||
| Issuance of shares on settlement of RSUs |
13 | 44 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
1,260,646 | 677,913 | ||||||
|
|
|
|
|
|||||
Pursuant to the normal course issuer bid (“NCIB”) which began on October 2, 2019 and expired on October 1, 2020, the Company was authorized to repurchase for cancellation up to a maximum of 7,000,000 of its common shares under certain conditions. As at September 30, 2020, and since the inception of this NCIB, the Company has repurchased and cancelled 2,221,255 common shares. The NCIB was renewed for a twelve-month period beginning on October 14, 2020 and ending on October 13, 2021. Under this renewal, the Company may purchase for cancellation a maximum of 7,000,000 common shares under certain conditions.
During the nine months ended September 30, 2020, the Company repurchased 1,542,155 common shares at a weighted average price of $34.13 per share for a total purchase price of $52.6 million relating to the NCIB. During the nine months ended September 30, 2019, the Company repurchased 5,685,346 common shares at a weighted average price of $39.67 per share for a total purchase price of $225.6 million relating to a previous NCIB. The excess of the purchase price paid over the carrying value of the shares repurchased in the amount of $36.0 million (2019 – $178.9 million) was charged to retained earnings as share repurchase premium.
20
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 16. | Earnings per share |
Basic earnings per share
The basic earnings per share and the weighted average number of common shares outstanding have been calculated as follows:
| (in thousands of dollars and number of shares) | Three months | Three months | Nine months | Nine months | ||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||
| Net income attributable to owners of the Company |
110,661 | 82,641 | 256,076 | 235,455 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income from continuing operations |
110,661 | 82,641 | 256,076 | 247,933 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Issued common shares, beginning of period |
87,880,617 | 83,419,011 | 81,450,326 | 86,397,588 | ||||||||||||
| Effect of stock options exercised |
323,504 | 80,470 | 642,796 | 689,586 | ||||||||||||
| Effect of repurchase of own shares |
— | (792,266 | ) | (1,091,562 | ) | (3,074,653 | ) | |||||||||
| Effect of share issuance |
2,750,000 | — | 6,691,667 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of common shares |
90,954,121 | 82,707,215 | 87,693,226 | 84,012,521 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share – basic |
1.22 | 1.00 | 2.92 | 2.80 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share from continuing operations – basic |
1.22 | 1.00 | 2.92 | 2.95 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per share
The diluted earnings per share and the weighted average number of common shares outstanding after adjustment for the effects of all dilutive common shares have been calculated as follows:
| (in thousands of dollars and number of shares) | Three months | Three months | Nine months | Nine months | ||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||
| Net income attributable to owners of the Company |
110,661 | 82,641 | 256,076 | 235,455 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income from continuing operations |
110,661 | 82,641 | 256,076 | 247,933 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of common shares |
90,954,121 | 82,707,215 | 87,693,226 | 84,012,521 | ||||||||||||
| Dilutive effect: |
||||||||||||||||
| Stock options and restricted share units |
1,696,763 | 1,679,720 | 1,614,199 | 2,013,624 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of diluted common shares |
92,650,884 | 84,386,935 | 89,307,425 | 86,026,145 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share - diluted |
1.19 | 0.98 | 2.87 | 2.74 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share from continuing operations - diluted |
1.19 | 0.98 | 2.87 | 2.88 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
For the three and nine month periods ended September 30, 2020, 99,485 stock options were excluded from the calculation of diluted earnings per share (2019 – 900,748 and 906,519 stock options for the three and nine month periods, respectively) as these were deemed to be anti-dilutive
The average market value of the Company’s shares for purposes of calculating the dilutive effect of stock options was based on quoted market prices for the period during which the options were outstanding.
21
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
17. Share-based payment arrangements
Stock option plan (equity-settled)
The Company offers a stock option plan for the benefit of certain of its employees. The maximum number of shares that can be issued upon the exercise of options granted under the current 2012 stock option plan is 5,979,201. Each stock option entitles its holder to receive one common share upon exercise. The exercise price payable for each option is determined by the Board of Directors at the date of grant, and may not be less than the volume weighted average trading price of the Company’s shares for the last five trading days immediately preceding the grant date. The options vest in equal installments over three years and the expense is recognized following the accelerated method as each installment is fair valued separately and recorded over the respective vesting periods. The table below summarizes the changes in the outstanding stock options:
| (in thousands of options and in dollars) | Three months | Three months | Nine months | Nine months | ||||||||||||||||||||||||||||
| ended | ended | ended | ended | |||||||||||||||||||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||||||||||||||||||
| Weighted | Weighted | Weighted | Weighted | |||||||||||||||||||||||||||||
| Number | average | Number | average | Number | average | Number | average | |||||||||||||||||||||||||
| of | exercise | of | exercise | of | exercise | of | exercise | |||||||||||||||||||||||||
| options | price | options | price | options | price | options | price | |||||||||||||||||||||||||
| Balance, beginning of period |
3,346 | 30.07 | 4,860 | 26.53 | 4,422 | 26.82 | 5,031 | 21.01 | ||||||||||||||||||||||||
| Granted |
99 | 54.06 | — | — | 99 | 54.06 | 909 | 40.36 | ||||||||||||||||||||||||
| Exercised |
(422 | ) | 23.98 | (123 | ) | 19.03 | (1,495 | ) | 18.71 | (1,191 | ) | 12.99 | ||||||||||||||||||||
| Forfeited |
(3 | ) | 37.37 | (24 | ) | 37.84 | (6 | ) | 38.86 | (36 | ) | 34.96 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance, end of period |
3,020 | 31.70 | 4,713 | 26.66 | 3,020 | 31.70 | 4,713 | 26.66 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Options exercisable, end of period |
2,149 | 28.50 | 3,310 | 22.29 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at September 30, 2020:
| (in thousands of options and in dollars) |
Options outstanding | Options exercisable |
||||||||||
| Weighted | ||||||||||||
| average | ||||||||||||
| Number | remaining | Number | ||||||||||
| of | contractual life | of | ||||||||||
| Exercise prices |
options | (in years) | options | |||||||||
| 24.93 |
522 | 1.8 | 522 | |||||||||
| 24.64 |
606 | 2.8 | 606 | |||||||||
| 25.14 |
241 | 0.8 | 241 | |||||||||
| 29.92 |
481 | 4.4 | 286 | |||||||||
| 35.02 |
236 | 3.4 | 236 | |||||||||
| 40.36 |
835 | 5.4 | 258 | |||||||||
| 54.06 |
99 | 6.8 | — | |||||||||
|
|
|
|
|
|
|
|||||||
| 3,020 | 3.4 | 2,149 | ||||||||||
|
|
|
|
|
|
|
|||||||
Of the options outstanding at September 30, 2020, a total of 2,509,715 (December 31, 2019 – 3,463,098) are held by key management personnel.
The weighted average share price at the date of exercise for stock options exercised in the nine months ended September 30, 2020 was $43.55 (2019 – $42.04).
For the three and nine months ended September 30, 2020, the Group recognized a compensation expense of $0.6 million and $1.7 million respectively (2019 – $1.1 million and $3.4 million) with a corresponding increase to contributed surplus.
22
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
On July 27, 2020, the Board of Directors approved the grant of 99,485 stock options under the Company’s stock option plan of which 99,485 were granted to key management personnel. The options vest in equal installments over three years and have a life of seven years. The fair value of the stock options granted was estimated using the Black-Scholes option pricing model using the following weighted average assumptions:
| July 27, 2020 | ||||
| Exercise price |
54.06 | |||
| Average expected option life |
4.5 years | |||
| Risk-free interest rate |
0.71 | % | ||
| Expected stock price volatility |
26.29 | % | ||
| Average dividend yield |
2.62 | % | ||
| Weighted average fair value per option of options granted |
9.00 | |||
Deferred share unit plan for board members (cash-settled)
The Company offers a deferred share unit (“DSU”) plan for its board members. Under this plan, board members may elect to receive cash, DSUs or a combination of both for their compensation. The following table provides the number of DSUs related to this plan:
| (in units) | Three months | Three months | Nine months | Nine months | ||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||
| Balance, beginning of period |
370,479 | 326,998 | 348,031 | 306,042 | ||||||||||||
| Board members compensation |
6,067 | 8,637 | 23,639 | 25,824 | ||||||||||||
| Dividends paid in units |
1,852 | 2,006 | 6,728 | 5,774 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance, end of period |
378,398 | 337,641 | 378,398 | 337,641 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
For the three and nine months ended September 30, 2020, the Group recognized, as a result of DSUs, a compensation expense of $0.4 million and $1.1 million respectively (2019 - $0.4 million and $1.2 million) with a corresponding increase to trade and other payables. In addition, in personnel expenses, the Group recognized a mark-to-market loss on DSUs of $3.6 million and $4.5 million for the three and nine months ended September 30, 2020 (2019 – gain of $0.1 million and loss of $1.4 million).
As at September 30, 2020, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables amounted to $20.9 million (December 31, 2019 - $13.3 million).
Performance contingent restricted share unit and performance share unit plans (equity-settled)
The Company offers an equity incentive plan for the benefit of senior employees of the Group. In February 2020, upon the recommendation of the Human Resources and Compensation Committee, the Board approved the following changes to the long-term incentive plan (“LTIP”) policy for designated eligible participants in 2020 and future years. Each participant’s annual LTIP allocation will be split in two equally weighted awards of performance share units (“PSUs”) and of restricted share units (‘’RSUs’’). The PSUs are subject to both performance and time cliff vesting conditions on the third anniversary of the award whereas the RSUs will only be subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs will be equally weighted between absolute earnings before interest and income tax objective and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there are two equally weighted comparisons: the first portion is compared against the TSR of a group of transportation industry peers and the second portion is compared against the S&P/TSX60 index.
Restricted share units
On February 7, 2020, the Company granted a total of 145,218 RSUs under the Company’s equity incentive plan of which 95,358 were granted to key management personnel, at that date. The fair value of the RSUs is determined to be the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The fair value of the RSUs granted was $43.12 per unit.
23
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
The table below summarizes changes to the outstanding RSUs:
| (in thousands of RSUs and in dollars) | Three months | Three months | Nine months | Nine months | ||||||||||||||||||||||||||||
| ended | ended | ended | ended | |||||||||||||||||||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||||||||||||||||||
| Weighted | Weighted | Weighted | Weighted | |||||||||||||||||||||||||||||
| Number | average | Number | average | Number | average | Number | average | |||||||||||||||||||||||||
| of | grant date | of | grant date | of | grant date | of | grant date | |||||||||||||||||||||||||
| RSUs | fair value | RSUs | fair value | RSUs | fair value | RSUs | fair value | |||||||||||||||||||||||||
| Balance, beginning of period |
388 | 38.95 | 300 | 36.23 | 239 | 36.44 | 147 | 31.84 | ||||||||||||||||||||||||
| Granted |
— | — | — | — | 145 | 43.12 | 153 | 40.36 | ||||||||||||||||||||||||
| Reinvested |
3 | 38.96 | 2 | 36.23 | 7 | 38.60 | 5 | 35.36 | ||||||||||||||||||||||||
| Settled |
(1 | ) | 35.33 | (2 | ) | 34.59 | (1 | ) | 35.33 | (3 | ) | 32.42 | ||||||||||||||||||||
| Forfeited |
(1 | ) | 41.00 | (3 | ) | 38.22 | (1 | ) | 41.00 | (5 | ) | 35.37 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance, end of period |
389 | 38.96 | 297 | 36.22 | 389 | 38.96 | 297 | 36.22 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
The following table summarizes information about RSUs outstanding and exercisable as at September 30, 2020:
| (in thousands of RSUs and in dollars) | RSUs outstanding | |||||||
| Remaining | ||||||||
| Number of | contractual life | |||||||
| Exercise prices |
RSUs | (in years) | ||||||
| 29.92 |
91 | 0.2 | ||||||
| 40.36 |
151 | 1.2 | ||||||
| 43.12 |
147 | 2.4 | ||||||
|
|
|
|
|
|||||
| 389 | 1.4 | |||||||
|
|
|
|
|
|||||
For the three and nine months ended September 30, 2020, the Group recognized, as a result of RSUs, a compensation expense of $1.4 million and $3.8 million, respectively (2019 - $0.9 million and $2.9 million) with a corresponding increase to contributed surplus.
Of the RSUs outstanding at September 30, 2020, a total of 254,747 (December 31, 2019 – 155,974) are held by key management personnel.
Performance share units
On February 7, 2020, the Company granted a total of 145,218 PSUs under the Company’s equity incentive plan of which 95,358 were granted to key management personnel, at that date. The fair value of the PSUs is determined based on the share price fair value at the date of the grant and is recognized as a share-based compensation expense, through contributed surplus, over the vesting period. The grant-date fair value reflects the impact of satisfying the market conditions. The fair value of the PSUs granted was $43.12 per unit.
The table below summarizes changes to the outstanding PSUs:
| (in thousands of PSUs and in dollars) | Three months | Nine months | ||||||||||||||
| ended | ended | |||||||||||||||
| Sept. 30, 2020 | Sept. 30, 2020 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Number | average | Number | average | |||||||||||||
| of | grant date | of | grant date | |||||||||||||
| PSUs | fair value | PSUs | fair value | |||||||||||||
| Balance, beginning of period |
146 | 43.12 | — | — | ||||||||||||
| Granted |
— | — | 145 | 43.12 | ||||||||||||
| Reinvested |
1 | 43.12 | 2 | 43.12 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance, end of period |
147 | 43.12 | 147 | 43.12 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
24
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
The following table summarizes information about PSUs outstanding and exercisable as at September 30, 2020:
| (in thousands of PSUs and in dollars) | PSUs outstanding | |||||||
| Remaining | ||||||||
| Number of | contractual life | |||||||
| Exercise prices |
PSUs | (in years) | ||||||
| 43.12 |
147 | 2.4 | ||||||
|
|
|
|
|
|||||
| 147 | 2.4 | |||||||
|
|
|
|
|
|||||
For the three and nine months ended September 30, 2020, the Group recognized, as a result of PSUs, a compensation expense of $0.6 million and $1.6 million with a corresponding increase to contributed surplus.
Of the PSUs outstanding at September 30, 2020, a total of 97,334 are held by key management personnel.
18. Materials and services expenses
The Group’s materials and services expenses are primarily costs related to independent contractors and vehicle operation expenses. Vehicle operation expenses consists primarily of fuel costs, repairs and maintenance, insurance, permits and operating supplies.
| Three months | Three months | Nine months | Nine months | |||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||
| Materials and services expenses |
||||||||||||||||
| Independent contractors |
492,244 | 511,104 | 1,413,101 | 1,498,361 | ||||||||||||
| Vehicle operation expenses |
168,532 | 200,869 | 498,650 | 615,503 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 660,776 | 711,973 | 1,911,751 | 2,113,864 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
19. Personnel expenses
The Canada Emergency Wage Subsidy (“CEWS”) was established to enable Canadian employers to re-hire workers previously laid off, help prevent further job losses, and to better position themselves to resume normal operations following the COVID-19 pandemic declaration and crisis.
The program has been separated into nine claim periods spanning a 36-week period from March 15, 2020 to November 21, 2020. The CEWS for periods prior to July 5, 2020 provides a subsidy of 75% of employee wages to a maximum of $847 per employee per week for eligible Canadian employers. The subsidy available for the periods between July 5, 2020 and November 21, 2020 is determined by the level of decline in revenues and is capped at specific rates per period.
To be eligible to receive the wage subsidy, a Canadian employer needs to have sustained a 30% decrease in revenues (15% for the first claim period) as compared to the same period in the previous year or to the average monthly sales recognized in January and February 2020 for the periods prior to July 5, 2020. For the following periods, any decline in qualifying revenues entitles an employer to the subsidy for an amount in proportion to the decline in the qualifying revenues capped at a specific rate per period.
During the three and nine months ended September 30, 2020, certain legal entities within the Company qualified for the CEWS resulting in a $22.4 million and $62.9 million subsidy, respectively, that is recorded and offset against personnel expenses in the consolidated statement of income.
25
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| 20. | Finance income and finance costs |
Recognized in income or loss:
| Costs (income) | Three months | Three months | Nine months | Nine months | ||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019* | Sept. 30, 2020 | Sept. 30, 2019* | |||||||||||||
| Interest expense on long-term debt and accretion of deferred financing fees |
9,921 | 14,662 | 37,395 | 43,314 | ||||||||||||
| Interest expense on lease liabilities |
4,183 | 4,590 | 12,679 | 13,991 | ||||||||||||
| Interest income and accretion on promissory note |
(184 | ) | (728 | ) | (1,041 | ) | (2,183 | ) | ||||||||
| Net change in fair value and accretion expense of contingent considerations |
4 | 54 | 113 | 191 | ||||||||||||
| Net foreign exchange (gain) loss |
(443 | ) | 545 | (2,088 | ) | 790 | ||||||||||
| Net change in fair value of interest rate derivatives |
(336 | ) | — | — | — | |||||||||||
| Other financial expenses |
2,246 | 2,097 | 5,104 | 5,720 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net finance costs |
15,391 | 21,220 | 52,162 | 61,823 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Presented as: |
||||||||||||||||
| Finance income |
(963 | ) | (728 | ) | (3,129 | ) | (2,183 | ) | ||||||||
| Finance costs |
16,354 | 21,948 | 55,291 | 64,006 | ||||||||||||
| (*) | Effective January 1, 2020, the Group presents mark-to-market (gain) loss on DSUs in personnel expenses. Therefore, $0.1 million and $1.5 million loss on mark-to-market on DSUs for the three and nine months ended September 30, 2019 have been recast to adhere to the newly adopted presentation. |
| 21. | Income tax expense |
Income tax recognized in income or loss:
| Three months | Three months | Nine months | Nine months | |||||||||||||
| ended | ended | ended | ended | |||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||
| Current tax expense |
||||||||||||||||
| Current period |
37,259 | 20,777 | 110,284 | 68,362 | ||||||||||||
| Adjustment for prior years |
47 | (1,522 | ) | 432 | (1,522 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 37,306 | 19,255 | 110,716 | 66,840 | |||||||||||||
|
|
|
|
|
|
|
|
|
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| Deferred tax expense (recovery) |
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| Origination and reversal of temporary differences |
(5,636 | ) | 6,165 | (11,510 | ) | 8,400 | ||||||||||
| Variation in tax rate |
(354 | ) | (11 | ) | (476 | ) | (1,364 | ) | ||||||||
| Adjustment for prior years |
(1,396 | ) | 2,679 | (1,066 | ) | 2,222 | ||||||||||
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| (7,386 | ) | 8,833 | (13,052 | ) | 9,258 | |||||||||||
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| Income tax expense |
29,920 | 28,088 | 97,664 | 76,098 | ||||||||||||
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26
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
Reconciliation of effective tax rate:
| Three months | Three months | Nine months | Nine months | |||||||||||||||||||||||||||||
| ended | ended | ended | ended | |||||||||||||||||||||||||||||
| Sept. 30, 2020 | Sept. 30, 2019 | Sept. 30, 2020 | Sept. 30, 2019 | |||||||||||||||||||||||||||||
| Income before income tax |
140,581 | 110,729 | 353,740 | 324,031 | ||||||||||||||||||||||||||||
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| Income tax using the Company’s statutory tax rate |
26.5 | % | 37,254 | 26.7 | % | 29,565 | 26.5 | % | 93,741 | 26.7 | % | 86,517 | ||||||||||||||||||||
| Increase (decrease) resulting from: |
||||||||||||||||||||||||||||||||
| Rate differential between jurisdictions |
0.0 | % | (14 | ) | (3.4 | %) | (3,724 | ) | (1.9 | %) | (6,667 | ) | (3.3 | %) | (10,545 | ) | ||||||||||||||||
| Variation in tax rate |
(0.3 | %) | (354 | ) | 0.0 | % | (11 | ) | (0.1 | %) | (476 | ) | (0.4 | %) | (1,364 | ) | ||||||||||||||||
| Non deductible expenses |
0.9 | % | 1,322 | 1.1 | % | 1,192 | 2.9 | % | 10,166 | 0.8 | % | 2,512 | ||||||||||||||||||||
| Tax exempt income |
(2.9 | %) | (4,143 | ) | (0.1 | %) | (136 | ) | (2.0 | %) | (6,988 | ) | (1.4 | %) | (4,408 | ) | ||||||||||||||||
| Adjustment for prior years |
(1.0 | %) | (1,349 | ) | 1.0 | % | 1,157 | (0.2 | %) | (634 | ) | 0.2 | % | 700 | ||||||||||||||||||
| Multi-jurisdiction tax |
0.3 | % | 369 | 0.0 | % | 45 | 0.3 | % | 977 | 0.8 | % | 2,686 | ||||||||||||||||||||
| Treasury Regulations, interpretive guidance clarifying the U.S. Tax Reform Bill |
(2.3 | %) | (3,165 | ) | 0.0 | % | — | 2.1 | % | 7,545 | 0.0 | % | — | |||||||||||||||||||
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| 21.2 | % | 29,920 | 25.3 | % | 28,088 | 27.6 | % | 97,664 | 23.4 | % | 76,098 | |||||||||||||||||||||
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On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“U.S. Tax Reform”). The U.S. Tax Reform reduces the U.S. federal corporate income tax rate from 35% to 21%, effective as of January 1, 2018. The U.S. Tax Reform also allows for immediate capital expensing of new investments in certain qualified depreciable assets made after September 27, 2017, which will be phased down starting in year 2023.
The U.S. Tax Reform introduces important changes to U.S. corporate income tax laws that may significantly affect the Group in future years including the creation of a new Base Erosion Anti-abuse Tax (BEAT) that subjects certain payments from U.S. corporations to foreign related parties to additional taxes, and limitations to the deduction for net interest expense incurred by U.S. corporations. Future regulations and interpretations to be issued by U.S. authorities may also impact the Group’s estimates and assumptions used in calculating its income tax provisions. On April 7, 2020, the U.S. Treasury Department issued Treasury Regulations, interpretive guidance clarifying the U.S. Tax Reform Bill. As anticipated, a tax benefit relating to 2019 and Q1 2020 was disallowed, resulting in a one-time tax expense of $10.1 million in the second quarter of 2020. On July 23, 2020, the U.S. Treasury Department issued final regulations on changes made to the U.S. Tax Reform Bill. It introduces a High-Tax Exception under the Global Intangible Low-taxed Income (GILTI) provisions. A tax benefit relating to 2018 and 2019 was recorded, resulting in a one-time tax recovery of $2.6 million in 2020.
| 22. | Financial instruments |
Derivative financial instruments designated as effective cash flow hedge instruments’ fair values were as follows:
| As at | As at | |||||||
| September 30, 2020 | December 31, 2019 | |||||||
| Current assets |
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| Interest rate derivatives |
— | 39 | ||||||
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| Current liabilities |
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| Interest rate derivatives |
2,327 | 843 | ||||||
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| Non-current liabilities |
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| Interest rate derivatives |
2,327 | 888 | ||||||
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During the first nine months of 2020, two hedging relationships ended due to the repayment of the hedged items. As at September 30, 2020, the remaining fair value of the interest rate derivative was designated as a cash flow hedge instrument. At September 30, 2020, the Group has US$100 million interest rate swaps that hedge variable interest debt set using the 30-day Libor rate (December 31 2019 – US$325 million).
27
| TFI International Inc. | NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
|
(Tabular amounts in thousands of Canadian dollars, unless otherwise noted.) |
PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 - (UNAUDITED) |
| a) | Interest rate risk |
The Company’s intention is to minimize its exposure to changes in interest rates by maintaining a significant portion of fixed-rate interest-bearing long-term debt. This is achieved by entering into interest rate swaps.
The Group’s interest rate derivatives are as follows:
| As at September 30, 2020 | As at December 31, 2019 | |||||||||||||||||||||||||||||||||||||||
| Notional | Notional | Notional | Notional | |||||||||||||||||||||||||||||||||||||
| Average | Contract | Average | Contract | Fair | Average | Contract | Average | Contract | Fair | |||||||||||||||||||||||||||||||
| B.A. | Amount | Libor | Amount | value | B.A. | Amount | Libor | Amount | value | |||||||||||||||||||||||||||||||
| rate | CDN$ | rate | US$ | CDN$ | rate | CDN$ | rate | US$ | CDN$ | |||||||||||||||||||||||||||||||
| Coverage period: |
||||||||||||||||||||||||||||||||||||||||
| Less than 1 year |
— | — | 1.92 | % | 100,000 | (2,327 | ) | 0.99 | % | 75,000 | 1.90 | % | 293,750 | (804 | ) | |||||||||||||||||||||||||
| 1 to 2 years |
— | — | 1.92 | % | 100,000 | (2,327 | ) | — | — | 1.92 | % | 100,000 | (444 | ) | ||||||||||||||||||||||||||
| 2 to 3 years |
— | — | — | — | — | — | — | 1.92 | % | 100,000 | (444 | ) | ||||||||||||||||||||||||||||
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| Liability |
(4,654 | ) | (1,692 | ) | ||||||||||||||||||||||||||||||||||||
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|
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| Presented as: |
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| Current assets |
— | 39 | ||||||||||||||||||||||||||||||||||||||
| Current liabilities |
(2,327 | ) | (843 | ) | ||||||||||||||||||||||||||||||||||||
| Non-current liabilities |
|
(2,327 | ) | (888 | ) | |||||||||||||||||||||||||||||||||||
23. Contingencies, letters of credit and other commitments
| a) | Contingencies |
There are pending operational and personnel related claims against the Group. In the opinion of management, these claims are adequately provided for in long-term provisions on the consolidated statements of financial position and settlement should not have a significant impact on the Group’s financial position or results of operations.
| b) | Letters of credit |
As at September 30, 2020, the Group had $38.6 million of outstanding letters of credit (December 31, 2019 - $41.7 million).
| c) | Other commitments |
As at September 30, 2020, the Group had $69.9 million of purchase commitments (December 31, 2019 – $35.2 million) and $26.2 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (December 31, 2019 – $12.0 million).
In addition, the Group has agreed to acquire DLS Worldwide for US$225 million, which is expected to close during the fourth quarter, and terminated the previously announced agreement to acquire APPS Transport.
28
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Alain Bédard, Chairman of the Board, President and Chief Executive Officer of TFI International Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of TFI International Inc. (the “issuer”) for the interim period ended September 30th, 2020. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: The issuer has disclosed in its interim MD&A |
| (a) | the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: |
(i) N/A;
(ii) N/A; or
(iii) N/A;
| (b) | N/A. |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1st, 2020 and ended on September 30th, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
October 22nd, 2020
(signed) Alain Bédard
Alain Bédard, FCA, CMA
Chairman of the Board
President and Chief Executive Officer
Exhibit 99.5
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, David Saperstein, Chief Financial Officer of TFI International Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of TFI International Inc. (the “issuer”) for the interim period ended September 30th, 2020. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: The issuer has disclosed in its interim MD&A |
| (a) | the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: |
(i) N/A;
(ii) N/A; or
(iii) N/A;
| (b) | N/A. |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1st, 2020 and ended on September 30th, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
October 22nd, 2020
(signed) David Saperstein
David Saperstein
Chief Financial Officer