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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024
Commission File Number 001-39224
TFI INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English (if applicable))
Canada |
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4210 |
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Not applicable |
(Province or other jurisdiction of incorporation or organization) |
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(Primary Standard Industrial Classification Code Number (if applicable)) |
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(I.R.S. Employer Identification Number (if applicable)) |
8801 Trans-Canada Highway, Suite 500
Saint-Laurent, Québec
H4S 1Z6
(514) 331-4000
(Address and telephone number of Registrant’s principal executive offices)
Corporation Service Company
County of New Castle
251 Little Falls Drive
Wilmington, DE USA 19808
(866) 927-9800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Shares |
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TFII |
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
☒ Annual Information Form |
|
☒ Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 84,408,437 common shares.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Auditor Firm Id: |
85 |
Auditor Name: |
KPMG LLP |
Auditor Location: |
Montreal, QC, Canada
|
FORWARD LOOKING STATEMENTS
This Form 40-F and the exhibits hereto contain forward-looking statements under the provisions of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking information within the meaning of applicable Canadian securities legislation, and such statements are subject to the safe harbor created by those sections and the United States Private Securities Litigation Reform Act of 1995, as amended.
Readers are cautioned 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 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. The Company’s future financial and operating results may fluctuate as a result of these and other risk factors.
Readers should also refer to the sections entitled “Forward-Looking Statements” in the Company’s Annual Information Form for the year ended December 31, 2024, attached hereto as Exhibit 99.1, and the Company’s Management’s Discussion and Analysis for the year ended December 31, 2024, attached hereto as Exhibit 99.3 (the “2024 MD&A”) for a discussion of forward-looking statements, as well as the section entitled “Risks and
Uncertainties” in the 2024 MD&A for additional information on risk factors and other events that are not within the Company’s control.
Unless otherwise indicated or the context otherwise requires, all references in this Form 40-F to “TFI International”, the “Company”, “we”, “us”, and “our” mean TFI International Inc. and its consolidated subsidiaries.
CONTROLS AND PROCEDURES
Certifications
The required certifications are attached hereto as Exhibits 99.4, 99.5, 99.6, and 99.7.
Disclosure Controls and Procedures
The information provided in the section entitled “Controls and Procedures” under the sub-heading “Disclosure Controls and Procedures” contained in the 2024 MD&A filed as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated by reference herein.
Management’s Annual Report on Internal Control over Financial Reporting
The information provided in the section entitled “Controls and Procedures” under the sub-headings “Management’s Annual Report on Internal Controls over Financial Reporting” contained in the 2024 MD&A filed as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated by reference herein.
Attestation Report of the Independent Registered Public Accounting Firm
The Company's internal control over financial reporting as at December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which accompanies the Company's Audited Consolidated Annual Financial Statements, filed as Exhibit 99.2 to this Annual Report on Form 40-F and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
The information provided in the section entitled “Controls and Procedures” under the sub-heading “Changes in Internal Controls over Financial Reporting” contained in the 2024 MD&A filed as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated by reference herein.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2024 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Audit Committee
The board of directors of the Company (the “Board”) has a separately designated standing audit committee (the “Audit Committee”) established in accordance with section 3(a)(58)(A) of the Exchange Act. The Board has appointed four independent directors, Diane Giard, William T. England (chair), Sébastien Martel and John Pratt, to the Audit Committee.
The Board has determined that all members of the Audit Committee are “independent” within the meaning of applicable Commission regulations and the listing standards of the New York Stock Exchange (the “NYSE”).
Audit Committee Financial Expert
Management has determined that William T. England qualifies as an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K.
The Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an "expert" for any purpose (including, without limitation, Section 11 of the Securities Act) or impose any duties, obligations or liabilities on such person that are greater than those imposed on members of the Audit Committee and the Board who do not carry this designation, or affect the duties, obligations or liabilities of any other member of the Audit Committee or Board.
CODE OF ETHICS
The Company’s Code of Ethics is applicable to all of its employees, including the CEO, CFO and persons performing similar functions. The Code of Ethics is available on the Company’s website at www.tfiintl.com. Except for the Code of Ethics, and notwithstanding any reference to the Company’s website or other websites in this Form 40-F or in the documents incorporated by reference herein or attached as Exhibits hereto, no information contained on the Company's website or any other site shall be incorporated by reference in this Form 40-F or in the documents incorporated by reference herein or attached as Exhibits hereto.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate amounts paid or accrued by the Company with respect to fees payable to KPMG LLP, the auditors of the Company, for audit, audit-related, tax and other services in the years ended December 31, 2024 and 2023 were as follows:
Year ended December 31, |
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2024 |
2023 |
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In USD (4) |
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Audit Fees(1) |
$ |
3,192,953 |
$ |
2,914,733 |
Audit-Related Fees(2) |
$ |
35,151 |
$ |
22,990 |
Tax Fees |
$ |
|
$ |
- |
All Other Fees(3) |
$ |
80,304 |
$ |
- |
TOTAL |
$ |
3,308,408 |
$ |
2,937,723 |
Currency |
2024 |
2023 |
CAD |
0.7300 |
0.7409 |
Audit Committee Pre-Approval Policies and Procedures
Generally, the Audit Committee reviews and approves in advance all non-audit services performed by the Company’s duly appointed external auditing firm. The Audit Committee may delegate to the chairman of the committee the authority to pre-approve non-audit services to be performed by the Company’s duly appointed external auditing firm. The pre-approval of such non-audit services by chairman to whom authority has been delegated must thereafter be presented to the Audit Committee at its first scheduled meeting following such pre-approval.
If the amount to be paid by the Company to the Company’s duly appointed external auditing firm is less than seventy-five thousand dollars (CAD$75,000) for each specific mandate, up to an aggregate annual amount of all the non-audit services not more than One Hundred Fifty Thousand Dollars (CAD$150,000), such non-audit services are deemed to be pre-approved by the Audit Committee if they are approved by the Chairman of the Audit Committee and provided that the services are promptly brought to the attention of the Audit Committee at its first scheduled meeting following such non-audit services are given.
No audit-related, tax, or other non-audit services were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement under Rule 2-01(c)(7)(i)(C), of SEC Regulation S-X during the year ended December 31, 2024.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not currently have any “off-balance sheet arrangements” that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided under the heading “Contractual obligations, commitments, contingencies and off-balance sheet arrangements” in the 2024 MD&A is incorporated by reference herein.
COMPARISON WITH NEW YORK STOCK EXCHANGE GOVERNANCE RULES
The Company is subject to the listing standards of the Toronto Stock Exchange (the “TSX”) and the corporate governance rules of Canadian Securities Administrators. These listing standards and corporate governance rules are substantially similar to the NYSE listing standards. The Company complies with these TSX listing standards and Canadian corporate governance rules.
The following are the significant ways in which the Company’s governance practices differ from those followed by U.S. domestic companies listed on the NYSE:
Except as stated above, the Company is in compliance with the rules generally applicable to U.S. domestic companies listed on the NYSE.
UNDERTAKINGS
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
EXHIBITS
The following documents are being filed with the Commission as exhibits to this Form 40-F.
Exhibit Number |
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Description |
97 |
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Clawback Policy pursuant to Item 601 of Regulations S-K |
99.1 |
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Annual Information Form for the Registrant for the year ended December 31, 2024 |
99.2 |
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Audited Consolidated Annual Financial Statements of the Registrant as at and for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto and the auditor’s reports thereon |
99.3 |
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Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2024 |
99.4 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
99.5 |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
99.6 |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002 |
99.7 |
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002 |
99.8 |
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Consent of KPMG LLP |
101 |
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Interactive Data File (formatted in Inline XBRL) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRLs) |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certificates that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TFI International Inc. |
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By: |
/s/ Alain Bédard |
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Name: Alain Bédard |
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Title: Chairman of the Board, President and Chief Executive Officer
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Date: February 19, 2025
Exhibit 97
Compensation Clawback Policy
As adopted by the Board of Directors of the Company on October 23, 2023
TFI International Inc. (the "Company") has adopted this compensation clawback policy (the "Policy") to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act"), and Section 303A.14 of the NYSE Listed Company Manual, which require the recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in an issuer's financial statements. This Policy shall be administered by the Board of Directors of the Company (the "Board") or, if so designated by the Board, the Corporate Governance & Nominating Committee.
This Policy shall be effective as of the date it is adopted by the Board and shall apply to Incentive-Based Compensation that is approved, awarded, or granted to Covered Executives on or after October 2, 2023.
3. Covered Executives.
This Policy applies to all of the Company's current and former executive officers, and such other employees who may from time to time be deemed subject to this Policy by the Board (each, a "Covered Executive"). For purposes of this Policy, an executive officer means an officer as defined in Rule 10D-1(d) under the Exchange Act. Such Covered Executives include but are not limited to the Company’s president, principal financial officer, principal accounting officer, any vice-president of the issuer in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions.
4. Incentive-Based Compensation.
For purposes of this Policy, the term "Incentive-Based Compensation" means any compensation, including but not limited to Restricted Share Units and Performance Share Units, that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure.
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TFII Compensation Clawback Policy |
"Financial reporting measures" are measures that are determined and presented in accordance with the accounting principles used in preparing the issuer's financial statements, and any measures that are derived wholly or in part from such measures, including stock price, total shareholder return, and earnings before interest and tax. For the avoidance of doubt, Incentive-Based Compensation does not include annual salary, compensation awarded based on completion of a specified period of service, or compensation awarded based on subjective standards, strategic measures, or operational measures.
5. Recovery; Accounting Restatement.
In the event the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under United States federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a "Restatement"), the Company shall, as promptly as it reasonably can, recover any Incentive-Based Compensation received by a Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare such Restatement (the "Restatement Date"), so long as the Incentive-Based Compensation received by such Covered Executive is in excess of what would have been awarded or vested after giving effect to the Restatement. The Restatement Date shall be the earlier of (i) the date the Board, a Board committee, or officer(s) are authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws as described in Rule 10D-1(b)(1) under the Exchange Act or (ii) the date a court, regulator, or other legally authorized body directs the issuer to prepare an accounting restatement. The amount to be recovered will be the excess of the Incentive-Based Compensation paid to the Covered Executive based on the erroneous data in the original financial statements over the Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated results, without respect to any taxes paid.
Subsequent changes in a Covered Executive's employment status, including retirement or termination of employment, do not affect the Company's rights to recover Incentive-Based Compensation pursuant to this Policy. For purposes of this Policy, Incentive-Based Compensation shall be deemed to have been received during the fiscal period in which the financial reporting measure specified in the award is attained, even if such Incentive-Based Compensation is paid or granted after the end of such fiscal period.
No recovery shall be required in the case of a Board determination that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount
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Page 2 |
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TFII Compensation Clawback Policy |
to be recovered. Such determination shall be made after a reasonable and documented attempt to recover the Incentive-Based Compensation, which documentation shall be provided to stock exchange on which Company stock is traded.
Additionally, no recovery shall be required in the case of a Board determination that the recovery would violate the laws of Canada or the province of Quebec in effect prior to November 8, 2022. The Board shall obtain and provide to the stock exchange on which the Company's stock is traded an opinion of Canadian counsel that recovery would result in a violation.
The Board shall determine, in its sole discretion, the method of recovering any Incentive-Based Compensation pursuant to this Policy.
6. No Indemnification.
The Company shall not indemnify any current or former Covered Executive against the loss of erroneously awarded compensation, and shall not pay, or reimburse any Covered Executives for premiums, for any insurance policy to fund such executive's potential recovery obligations.
7. Amendment and Interpretation.
The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect the regulations adopted by the United States Securities and Exchange Commission (“SEC”) or Canadian equivalent if applicable, and to comply with any rules or standards adopted by a national securities exchange in the United States or Canada on which the Company's securities are then listed. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange in the United States or in Canada, if applicable, on which the Company's securities are then listed.
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Page 3 |
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EXHIBIT 99.1
ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
February 19, 2025
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS……………………………………………………….... |
3 |
ORGANIZATIONAL STRUCTURE…………………...………………………………………… |
4 |
GENERAL DEVELOPMENT OF THE BUSINESS……………………………………………. |
6 |
Strategic Acquisitions & Dispositions…………………………………………………………. |
9 |
DESCRIPTION OF THE BUSINESS…………………………………………………………… |
9 |
Trends……………………………………………………………………………………………………... |
10 |
Equipment………………………………………………………………………………………… |
10 |
Licenses…………………………………………………………………………………………... |
10 |
Markets and Distribution………………………………………………………………………… |
10 |
Seasonality of Operations………………………………………………………………………. |
10 |
Revenues ………………………..………………………………………………………………. |
11 |
Competition………………………………………………………………………………………. |
11 |
Human Resources………………………………………………………………………………. |
11 |
Environmental Matters………………………………………………………………………….. |
12 |
Trademarks………………………………………………………………………………………. |
13 |
RISK FACTORS…………………………………………………………………………………... |
13 |
DIVIDENDS………………………………………………………………………………………... |
13 |
DESCRIPTION OF CAPITAL STRUCTURE…………………………………………………… |
14 |
Common Shares…………………………………………………………………………………. |
14 |
Preferred Shares………………………………………………………………………………… |
14 |
MARKET FOR SECURITIES…………………………………………………………………….. |
14 |
DIRECTORS AND OFFICERS………………………………………………………………….. |
15 |
Conflicts of Interest………………………………………………………………….................. |
19 |
AUDIT COMMITTEE……………………………………………………………………………… |
19 |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS…………………………………… |
21 |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS………... |
21 |
TRANSFER AGENTS AND REGISTRARS...………………………………………………….. |
21 |
MATERIAL CONTRACTS………………………………………………………………………... |
21 |
NAME AND INTERESTS OF EXPERTS……………………………………………………….. |
21 |
ADDITIONAL INFORMATION…………………………………………………………………… |
22 |
Annual Information Form 2024
TFI International Inc.
2
SCHEDULE A: Audit Committee Charter ……………………………………………………… |
23 |
3
Renewal Annual Information Form 2008
TransForce Inc.
FORWARD-LOOKING STATEMENTS
TFI International Inc. (the “Corporation”) may make statements in this annual information form that reflect its current expectations regarding future results of operations, performance, and achievements. They are based on information currently available to management. Words such as “may”, “could”, “should”, “would”, “believe”, “expect”, “anticipate”, “intend” 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, performance or achievements to differ materially from historical results, and those presently anticipated or projected.
The Corporation cautions readers not to place undue reliance on any forward-looking statements, which reference only the date as of which they are made. The following important factors could cause the Corporation’s actual financial performance to differ materially from that expressed in any forward-looking statement:
The foregoing list should not be construed as exhaustive, and readers should also refer to the section entitled “Risk Factors” in this annual information form and in the Corporation’s annual Management Discussion & Analysis (“MD&A”) for the fiscal year ended December 31, 2024, under the heading “Risk and Uncertainties”, for additional information on risk factors and other events that are not within the Corporation’s control. The Corporation’s future financial and operating results may fluctuate as a result of these and other risk factors.
Annual Information Form 2024
TFI International Inc.
4
Although forward-looking statements are generally based upon what the Corporation believes to be reasonable assumptions, they may prove to be inaccurate and many of them involve factors which are beyond the Corporation’s control. The Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this annual information form, and the Corporation does not assume any obligation to update or revise them to reflect new events or circumstances, except as required under applicable securities laws.
ORGANIZATIONAL STRUCTURE
The Corporation was formerly known as TransForce Inc. On December 23, 2016, the Corporation amended its Articles so as to change its corporate name to TFI International Inc.
In this annual information form, the terms “Corporation” and “TFI International” mean TFI International Inc., a corporation incorporated pursuant to the Canada Business Corporations Act, its subsidiaries and, as the case may be, its predecessors.
The Corporation was incorporated on March 28, 2008 for the purpose of acquiring all of the issued and outstanding units of TransForce Income Fund (the “Fund”) and “tracking share units” of TFI Holdings Inc. (now known as TForce Holdings Inc.), an indirect subsidiary of the Fund, pursuant to a plan of arrangement under which the Fund was converted into the Corporation. The Corporation, through its subsidiaries, now operates the transportation business formerly operated under the Fund, and the former unitholders of the Fund continue to own, to the extent they remained shareholders of the Corporation, an economic interest in the business formerly operated by the Fund.
The Fund resulted from the conversion on September 30, 2002 of TransForce Inc. (“TransForce”), a corporation incorporated on April 30, 1985 pursuant to the Companies Act (Québec), into an income trust. Immediately following the conversion, the Fund, through its subsidiaries, continued to operate the transportation business of TransForce, and the former shareholders of TransForce continued to own, to the extent they remained unitholders of the Fund, an economic interest in the business of TransForce.
TransForce was formerly known as 2320-2351 Québec Inc. Its articles were amended on October 9, 1985, October 1, 1986, July 22, 1987, October 19, 1987, March 4, 1988, July 5, 1989 and May 30, 1995, in each case changing its share capital. The articles were also amended on October 1, 1986 to change the corporate name to Groupe Cabano d’Anjou Inc. and on August 7, 1987 to change the corporate name to Cabano Expeditex Inc. On October 19, 1987, Cabano Expeditex Inc. amalgamated with Location Speribel Inc. The articles were subsequently amended on December 4, 1990 to change the corporate name to Groupe Transport Cabano Inc./Cabano Transportation Group Inc., on May 30, 1995 to change the corporate name to Cabano-Kingsway Inc. and on April 23, 1999 to change the corporate name to TransForce Inc.
The Corporation’s head office is at 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Québec, Canada, H4S 1Z6 and its executive office is at 96 Disco Road, Etobicoke, Ontario, Canada, M9W 0A3.
The diagram on the following page sets out the organizational structure of the Corporation as of February 7, 2025 and the jurisdiction of incorporation of each of the entities therein. Unless otherwise indicated, each of the entities is wholly-owned, directly or indirectly, by the Corporation.
Annual Information Form 2024
TFI International Inc.
5
Annual Information Form 2024
TFI International Inc.
6
GENERAL DEVELOPMENT OF THE BUSINESS
The Corporation, through its wholly-owned subsidiaries, operates a transportation business whose origins can be traced back to 1957. In the mid-1990s, after nearly 40 years of operations, the Corporation updated its corporate strategy for the evolving North American transportation market. To this end, in 1996 a new management team led by Mr. Alain Bédard, the Chairman of the Board, President and Chief Executive Officer of the Corporation, was appointed upon the recommendation of the Corporation’s then-principal shareholder.
The new management team identified three key objectives for the Corporation: (i) increase revenues from profitable business segments and customers; (ii) strengthen the Corporation’s position in the North American transportation market; and (iii) achieve a more balanced revenue mix. To achieve these three objectives, the management team implemented a strategic plan aimed at expanding the Corporation’s operations beyond its traditional Less-Than-Truckload (“LTL”) base as well as increasing the Corporation’s geographic footprint, primarily by entering the trans-border market. The Corporation has carried out its strategic plan, in large part by acquiring profitable and well-managed companies offering services throughout North America in segments of the transportation industry not traditionally served by the Corporation, such as package and courier, truckload (“TL”), waste management and logistics. The Corporation’s independent subsidiaries are recognized for their professional expertise. The Corporation continues to carry out this strategy.
As part of the strategic plan, in March 1998, the Corporation entered the trans-border TL business with the acquisition of Entreprises de Transport J.C.G. Inc., which was complemented by the acquisition of Papineau International Transport Inc. in October 1998. The major acquisition of TST Solutions Inc. and its subsidiaries in March 2000 allowed the Corporation to significantly increase its share of the trans-border LTL market and also provided an entry into the specialized transport. A second major acquisition, that of Canpar Transport Ltd. in July 2002, enabled the Corporation to achieve its goal of becoming a full-service transportation provider, by adding Parcel Delivery to its LTL service offering. In 2004, the Corporation made two other major acquisitions: in January 2004, the Corporation completed the acquisition of substantially all of the assets of Canadian Freightways Limited and its associated companies, which increased route density and extended the Corporation’s LTL and TL operations across Canada, particularly in the western provinces and in the United States. Canadian Freightways also offers specialized services in the areas of logistics and fleet management, customs brokerage and bonded warehousing and international freight forwarding; and in October 2004, the Corporation completed the acquisition of 3846113 Canada Inc. (Highland Transport), which strengthened the Corporation’s presence in the TL transportation sector across Canada.
In 2006, the Corporation acquired Kos Corp Oilfield Transportation, Hemphill Trucking Inc. and Streeper Contracting Ltd. These acquisitions provided the Corporation with a solid platform in rig-moving activities. Kos, through its well-established position, served as the foundation for this platform and as a catalyst for future growth within the sector. With the acquisition of Hemphill Trucking Inc. in 2006 and the assets of Speedy Heavy Hauling Inc. in 2010, the Corporation’s presence in the United States in this sector grew. The Corporation’s expansion into rig-moving services was consistent with its diversification strategy.
In 2007, the Corporation acquired Location Beaudry, Les Consultants en Personnel Logipro 1997 Inc. and MTC Agence de Personnel Inc., introducing a new niche in the Logistics and Other Services sector, namely the leasing of equipment as well as personnel placement services.
In 2009, the acquisition of ATS Andlauer Retail Solutions Division (now known as TForce Integrated Solutions) introduced new services to complement the Corporation’s package and courier sector, by offering customized freight transportation solutions adapted specifically for regional and national retail and supply chain customers.
Annual Information Form 2024
TFI International Inc.
7
In 2011, the Corporation acquired Dynamex Inc. (now known as TForce Logistics), adding same-day delivery service to existing customers. Furthermore, the combination of the Corporation’s existing operations and TForce Logistics constituted a powerful offering to potential new clients. More importantly, incorporating TForce Logistics’ services opened doors for the Corporation in the U.S. market.
Also in 2011, the Corporation acquired selected assets of DHL Express (Canada) Ltd (“DHL”), now known as Loomis Express, and concluded a strategic alliance with DHL to offer fully integrated international and domestic shipping services, which enables the Corporation, through DHL, to offer international coverage to its customers.
The acquisition of QuikX Transportation in January 2012, followed by the acquisition of Clarke Transport Inc. and Clarke Road Transport in January 2014 and Vitran Corporation Inc. in March 2014, further enhanced the Corporation’s LTL intermodal (over-the-rail) transportation services in Canada.
In 2013 and early 2014, the Corporation ceased its rig-moving activities in Western Canada and disposed of its personnel placement services.
In 2014, the Corporation acquired Transport America, Inc., an important provider of TL transportation and logistics services. This acquisition provided the Corporation with a new presence in the United States TL market.
At the end of 2014, the Corporation also acquired all the shares of Contrans Group Inc., an important player in Specialized TL in Canada.
During 2015, the Corporation ceased its rig-moving activities in the United States.
In February 2016, after 11 years of operations, the Corporation disposed of its Waste Management segment, acquired in 2005.
On February 13, 2020, the Corporation’s common shares (the “Common Shares”) commenced trading on the New York Stock Exchange in conjunction with the Corporation’s marketed offering of Common Shares in the United States and Canada, representing the Corporation’s initial public offering in the United States. The Corporation issued a total of 6,900,000 Common Shares, including 900,000 Common Shares following the exercise in full by the underwriters of their over-allotment option, at a price of US$33.35 per share, the equivalent of CA$44.20 per share based on the Bank of Canada exchange rate at the time of pricing, for gross proceeds to the Corporation of US$230,115,000 (approximately CA$305 million). The public offering was conducted through a syndicate of underwriters led by Morgan Stanley, BofA Securities, J.P. Morgan and Credit Suisse as joint lead book-running managers, with RBC Capital Markets and UBS Investment Bank as joint-bookrunners and Cowen, National Bank of Canada Financial, Stephens Inc., Stifel and Wolfe Capital Markets and Advisory as co-managers.
On August 17, 2020, the Corporation completed a second marketed offering of Common Shares in the United States and Canada in which it issued a total of 5,060,000 Common Shares, including 660,000 Common Shares following the exercise in full by the underwriters of their over-allotment option, at a price of US$43.25 per share, the equivalent of CA$57.32 per share based on the Bank of Canada exchange rate at the time of pricing, for gross proceeds to the Corporation of US$218,845,000 (approximately CA$290 million). The public offering was conducted through a syndicate of underwriters led by Morgan Stanley, BofA Securities, Credit Suisse, Goldman Sachs & Co. LLC and J.P. Morgan, as joint lead book-running managers, with RBC Capital Markets and UBS Investment Bank as joint-bookrunners and Cowen, National Bank of Canada Financial Inc., Stephens Inc., Stifel and Wolfe Capital Markets and Advisory as co-managers.
Annual Information Form 2024
TFI International Inc.
8
In November 2020, the Corporation purchased DLS Worldwide, a division of RR Donnelley & Son Company and now operating in the Corporation’s logistics segment in the United States under the name TForce Worldwide. This acquisition opened the doors to the US LTL market through the logistics services offered by the division.
On April 30, 2021, the Corporation purchased UPS Ground Freight, Inc. (now TForce Freight, Inc.), the LTL and dedicated TL divisions of United Parcel Service, Inc. (NYSE: UPS) with US$3 billion in revenues in the United States. As a result of this transaction, the LTL networks in the United States and Canada were combined to provide extensive North American coverage, accelerating industrial and e-commerce growth opportunities. This acquisition contributed to a major change in the Corporation’s geographic revenue allocation derived from the United States and Canada.
In August 2022, the Corporation sold, for US$525 million, Transportation Resources, Inc., the parent company of CFI’s Truckload, Temp Control and Mexican Logistics Businesses acquired by the Corporation in 2016. The disposition resulted in TFI exiting from the Mexican market.
In 2023, the Corporation acquired JHT Holdings, Inc., a leading asset-light logistics and transportation provider in North America for transportation of new trucks from manufacturing and final assembly plants to dealers and end customers, utilizing an asset-light model that involves driving the customers’ new trucks to their destinations.
During the second quarter of 2024, the Corporation acquired Daseke, Inc. (NASDAQ: DSKE), one of the leading flatbed and specialized transportation and logistics companies in North America.
Since 1996, the Corporation has acquired more than 210 companies as part of its strategic plan. Among the criteria applied by the Corporation to the acquisition of companies is that such companies be profitable and led by experienced and competent management teams. Once acquired by the Corporation, many of the newly-acquired companies continue to operate as wholly-owned subsidiaries under their original names and management teams. The Corporation continues to carry out this strategy.
As a result of the implementation of its strategic plan, the Corporation is today a leading player in the North American transportation and logistics industry, with total revenue of US$8.4 billion for the fiscal year ended December 31, 2024. The Corporation has a solid financial position with customers covering a broad cross-section of industries. It has 27,124 employees who work in TFI International’s different business segments across Canada and the United States. The Corporation offers its clients transportation solutions that are firmly supported by the specialization of its subsidiaries and the competence of its management and employees in their areas of expertise. More than 25 years after the strategic plan was implemented, the Corporation now operates the following reportable segments: (i) LTL; (ii) TL; and (iii) Logistics.
As a result of the strategic plan, the Corporation has been able to benefit from and expand its geographic market, as illustrated in the following chart which sets out the geographic breakdown, based on the origin of the service’s location, of the Corporation’s consolidated revenues for the fiscal year ended December 31, 2024:
Annual Information Form 2024
TFI International Inc.
9
Strategic Acquisitions & Dispositions
Acquisitions and Dispositions
During the fiscal year ended December 31, 2024, the Corporation made one significant acquisition, namely:
Name |
Date |
Operating Segment |
Daseke, Inc. |
April 1 |
TL (specialized) |
During the fiscal year ended December 31, 2024, the Corporation made the following non-significant acquisitions:
Name |
Date |
Operating Segment |
Sharp Trucking Services |
January 16 |
TL |
Hercules Forwarding |
March 11 |
LTL |
1660513 Ontario Inc. (LJW Tank Lines) |
March 15 |
TL (specialized) |
CRE Transportation |
April 22 |
TL (specialized) |
Transport M. J. Lavoie |
May 1 |
TL (specialized) |
Entreposage Marco |
June 16 |
TL (specialized) |
Selected assets of Challenger Motor Freight |
June 24 |
TL (specialized) |
Groupe CRS Express |
July 8 |
TL |
C.M.W. Express |
August 11 |
TL |
Keystone Western |
November 3 |
TL |
DESCRIPTION OF THE BUSINESS
The Corporation is a leading player in the transportation and logistics industry. The Corporation believes that, through its operating subsidiaries, it directly services more urban centres than any other carrier in Canada. The Corporation offers its clients transportation solutions that are firmly supported by the specialization of its wholly-owned subsidiaries and the competence of its management and employees in their areas of expertise. The Corporation’s scope extends to all of the United States and Canada. The Corporation offers efficient, global solutions to its clientele in the following reportable segments: (i) LTL; (ii) TL; and (iii) Logistics. Through internal growth and acquisitions, the Corporation has significantly increased its geographic scope.
Annual Information Form 2024
TFI International Inc.
10
The LTL segment provides pickup, consolidation, transport and delivery of smaller loads. The TL segment provides full loads carried directly from the customer to the destination using a closed van or specialized equipment to meet customers’ specific needs. The TL segment includes expedited transportation, flatbed, tank container and dedicated services as well as TL brokerage. The Logistics segment provides a wide range of asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small parcel delivery.
Trends
Demand for freight transport is closely linked to the state of the overall economy. Consequently, a change in general economic conditions could impact the Corporation’s performance. However, the Corporation’s extensive customer base, broad geographic dispersion and participation in four distinct segments are intended to help mitigate the effects of any economic downturn.
Equipment
The Corporation believes it has the largest trucking fleet in Canada and has a significant presence in the United States. As at December 31, 2024, the Corporation had 14,243 trucks, 45,453 trailers and 7,592 independent contractors. This compares to 11,455 trucks, 34,599 trailers and 7,504 independent contractors as at December 31, 2023.
Licenses
In Canada, passenger and merchandise road transport licenses are issued by provincial authorities. With respect to interprovincial transport, provincial authorities are delegated the right to issue licenses according to the Canada Transportation Act. Provincial authorities exercise control over the issuance, modification and transfer of licenses and govern in a general manner various aspects of license-holders’ activities. In the United States, the Department of Transportation exercises similar authority. The operating subsidiaries of the Corporation have all the necessary licenses to operate in Canada and the United States, as applicable.
Markets and Distribution
The Corporation has a diverse base of clients operating across a broad cross-section of industries. Due to the breadth of its client base, a downturn in the activities of individual customers or in a particular industry is not expected to have a material adverse effect on the Corporation’s operations. In the last several years, the Corporation concluded strategic alliances with other transport companies in North America, in order to offer its customers a network extending across Canada and the United States.
Seasonality of Operations
The activities conducted by the Corporation 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.
Annual Information Form 2024
TFI International Inc.
11
Revenues
(in percentages)
During the fiscal years ended December 31, 2024 and 2023, the Corporation’s revenues by reportable segment were as follows:
Fiscal year ended December 31, |
||
|
2024(1) |
2023(1) |
Less-Than-Truckload (LTL) |
44% |
52% |
Truckload (TL) |
35% |
26% |
Logistics(2) |
22% |
22%
|
Competition
The transportation and logistics industry is fragmented and consists of relatively few large companies and many small companies serving target markets. The target markets are defined by geographical location, point-to-point service location, target customer industries and the type of service provided, such as LTL, TL and Logistics. The smaller operators typically operate in a highly-specialized yet competitive environment in which the customer may have several alternative carriers available. Many of the large carriers are independent subsidiaries of larger transportation companies and offer a wide variety of freight services on a national basis.
Carriers compete primarily on price and on their ability to provide reliable, efficient and safe transportation services. The Corporation’s main competitors are: in the LTL sector, Old Dominion, SAIA, ArcBest, and XPO (in the United States), and Mullen and Manitoulin Transport Inc. (in Canada); in the TL sector, Trimac Transportation, Challenger Motor Freight and Bison Transport (in Canada) and Knight-Swift Transportation Holdings Inc., Werner Enterprise, Inc. Schneider National, Inc. and Heniff Transportation Systems (in the United States); and in the Logistics sector, C.H. Robinson Worldwide, Inc., OnTrac Shipping and Echo Global Logistics.
In addition, the Corporation and other trucking operations must compete with other modes of transportation such as rail, airfreight and maritime transportation. These modes of transportation play an important role in the areas served by the Corporation.
Human Resources
As at December 31, 2024, the Corporation has 27,124 employees who work in TFI International’s different business segments across Canada and the United States. This compares to 25,116 employees as at December 31, 2023. The Corporation considers that it has a relatively low turnover rate among its employees and that employee relations are very good for its industry. A number of these employees are subject to collective agreements. The Corporation ensures that a number of programs for driver training and client service are maintained. In conjunction with the continuous investments in new technologies, such as the use of on-board computers, the Corporation has extended its employee training programs to maximize the use of such technological tools. These initiatives are designed to ensure the quality of services provided to the Corporation’s clientele while enabling it to better control its labour costs. The Corporation also works to ensure the successful integration and training of the employees of any newly-acquired businesses, as applicable.
Annual Information Form 2024
TFI International Inc.
12
Environmental Matters
The operations and properties of the Corporation are subject to environmental laws and requirements in both Canada and the United States relating to, among other things, air emissions and the management of contaminants.
The Corporation has adopted sustainable measures to reduce energy waste in its day-to-day operations, such as investing in new technology to reduce the consumption of fuel by its trucks and converting a portion of its fleet to propane. Also, some of the Corporation’s most recent buildings were built with the LEED certification for their high energy efficiency and their design, which together reduce the consumption of energy and therefore, operating costs.
A risk of environmental liabilities is inherent in transportation operations, the historic activities associated with such operations, as well as the ownership, management and control of real estate.
The cargo carried by the Corporation in its freight-transportation operations can be classified as either non-regulated freight or regulated freight such as hazardous materials and environmentally-regulated waste. Strict parameters must be met before the Corporation and the individual drivers are permitted to transport regulated freight. This involves specific insurance requirements, training programs and registration permits with the various provinces and states in which the Corporation operates.
A number of the Corporation’s terminals provide full maintenance service and fuel facilities. Each terminal has a series of operational systems that have been implemented to control environmental impact relating to its specific operation.
In 2021, the Corporation appointed a Vice-President, Environment, whose duties include the following:
In 2024, the environmental department of TFI International did the following, among other things:
In 2024, the environmental management by the Corporation did not require significant expenditures to ensure compliance of its ongoing operations or for material remediation of any environmental matter.
Annual Information Form 2024
TFI International Inc.
13
The Corporation does not expect that environmental protection requirements will have a material effect on its capital expenditures, profit or loss or competitive position during the 2025 fiscal year.
Trademarks
The Corporation had a total of 125 applied-for or registered trademarks in Canada and the United States as at December 31, 2024, of which 93 are for use in Canada and 32 are for use in the United States. Of the foregoing trademarks, the most important are: (i) “TFI International”, “TransForce” and “a TransForce Company” in Canada and “a TFI International Company” in Canada and the United States; (ii) “Kingsway” in Canada; (iii) “TST” family of trademarks in Canada; (iv) “Quik X” family of trademarks in Canada and the United States; (v) “ICS Courier” in Canada; (vi) “Canpar” family of trademarks, including “Canpar Courier”, in Canada; (vii) “TForce” family of trademarks in Canada and the United States, including “TForce Freight”; (viii) “Loomis Express” in Canada; (ix) “TF Dedicated” in the United States; (x) “Vitran” family of trademarks in Canada and the United States, including “Vitran Express”; (xi) “Contrans” in Canada; and (xii) trademarks for the recently acquired Daseke group of companies in the United States. The Corporation also has, as of December 31, 2024, nine patents developed by the JHT, Piston Tank and Canpar/Loomis businesses.
In addition, the Corporation uses a number of unregistered trademarks. The Corporation re-evaluates its intellectual property portfolio on a regular basis and, in this regard, may deem it advisable to register additional trademarks in the future.
RISK FACTORS
The Corporation’s future results may be affected by a number of uncertainties and risk factors, over many of which the Corporation has little or no control. These uncertainties and risk factors, among others, are discussed in the Corporation’s annual MD&A for the fiscal year ended December 31, 2024, specifically under the heading “Risks and Uncertainties”, which section is incorporated by reference herein. These uncertainties and risk factors should be considered in evaluating the Corporation’s business and growth outlook. The Corporation’s annual MD&A for the fiscal year ended December 31, 2024 is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
DIVIDENDS
The Corporation cannot declare or pay a dividend if it is in default, or if the payment of a dividend would cause the Corporation to be in default, under its current credit facilities.
The Corporation’s dividend policy consists of distributing 15% to 30% of its annualized free cash flow from continuing operations every year as dividends to shareholders on a quarterly basis. The Board of Directors has determined that this level of distribution will allow the Corporation to maintain sufficient financial resources and flexibility to execute its operating and disciplined acquisition strategies, while providing an adequate return on shareholders’ capital. The Board of Directors may also, at its discretion and at any time, change the amount of dividends distributed and/or elect not to distribute a dividend, whether as a result of a one-time decision or a change in the dividend policy.
The dividend is payable quarterly on the 15th day following the end of each quarter to shareholders of record as of the last trading day of such quarter. The following dividends (per Common Share) were declared for the 2024, 2023 and 2022 fiscal years:
Annual Information Form 2024
TFI International Inc.
14
|
|
Fiscal year ended December 31, |
||
|
|
2024 |
2023 |
2022 |
|
|
In USD |
In USD |
In USD |
First Quarter |
|
$0.40 |
$0.35 |
$0.27 |
Second Quarter |
|
$0.40 |
$0.35 |
$0.27 |
Third Quarter |
|
$0.40 |
$0.35 |
$0.27 |
Fourth Quarter |
|
$0.45 |
$0.40 |
$0.35 |
|
||||
DESCRIPTION OF CAPITAL STRUCTURE
The Corporation is authorized to issue an unlimited number of Common Shares and preferred shares, issuable in series. As at December 31, 2024, there were 84,408,437 Common Shares and no preferred shares issued and outstanding.
Common Shares
The Common Shares entitle the holders thereof to one vote per share. The holders of the Common Shares are entitled to receive any dividend declared by the Corporation on the Common Shares. Subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, the holders of the Common Shares are entitled to receive the remaining property of the Corporation upon its dissolution, liquidation or winding-up.
Preferred Shares
The preferred shares may be issued in one or more series, with such rights and conditions as may be determined by resolution of the directors, which shall determine the designation, rights, privileges, conditions and restrictions to be attached to the preferred shares of such series. There are no voting rights attached to the preferred shares except as prescribed by law. In the event of the liquidation, dissolution or winding-up of the Corporation, or any other distribution of assets of the Corporation among its shareholders, the holders of the preferred shares of each series are entitled to receive, in priority over the Common Shares and any other shares ranking junior to the preferred shares of the Corporation, an amount equal to the redemption price for such shares plus an amount equal to any dividends declared thereon but unpaid and no more. The preferred shares of each series are also entitled to such other preferences over the Common Shares and any other shares ranking junior to the preferred shares as may be determined as to their respective series authorized to be issued. The preferred shares of each series shall be on a parity basis with the preferred shares of every other series with respect to payment of dividends and return of capital. There are no preferred shares currently issued and outstanding.
MARKET FOR SECURITIES
The Common Shares are listed on the Toronto Stock Exchange and on the New York Stock Exchange under the symbol “TFII”. The Common Shares are included in the S&P/TSX Equity, Capped Equity, Equity Completion and Equity SmallCap Indices.
Annual Information Form 2024
TFI International Inc.
15
The table below sets out the price ranges and total volume of Common Shares traded on the Toronto Stock Exchange on a monthly basis during the fiscal year ended December 31, 2024.
Month |
|
Low |
|
High |
|
Volume |
January |
CAD |
174.25 |
CAD |
184.98 |
# |
5,663,936 |
February |
|
173.25 |
|
204.49 |
|
7,071,509 |
March |
|
198.64 |
|
219.67 |
|
5,447,152 |
April |
|
179.24 |
|
221.06 |
|
9,110,842 |
May |
|
177.45 |
|
190.00 |
|
7,751,900 |
June |
|
178.61 |
|
199.14 |
|
7,719,233 |
July |
|
195.88 |
|
219.61 |
|
8,322,146 |
August |
|
196.59 |
|
217.25 |
|
4,501,942 |
September |
|
183.00 |
|
206.17 |
|
5,384,101 |
October |
|
176.01 |
|
196.15 |
|
5,809,378 |
November |
|
176.01 |
|
213.70 |
|
5,791,727 |
December |
|
193.01 |
|
219.51 |
|
5,490,467 |
The table below sets out the price ranges and total volume of Common Shares traded on the New York Stock Exchange on a monthly basis during the fiscal year ended December 31, 2024.
Month |
|
Low |
|
High |
|
Volume |
January |
USD |
130.30 |
USD |
137.19 |
# |
1,023,645 |
February |
|
129.03 |
|
151.18 |
|
1,455,671 |
March |
|
147.24 |
|
161.98 |
|
999,444 |
April |
|
130.18 |
|
162.11 |
|
1,477,501 |
May |
|
128.96 |
|
138.97 |
|
1,058,723 |
June |
|
131.02 |
|
145.52 |
|
1,168,238 |
July |
|
143.67 |
|
158.67 |
|
1,257,101 |
August |
|
140.48 |
|
157.38 |
|
725,090 |
September |
|
135.37 |
|
151.65 |
|
884,584 |
October |
|
126.00 |
|
142.28 |
|
1,313,328 |
November |
|
131.68 |
|
152.16 |
|
850,112 |
December |
|
134.27 |
|
155.09 |
|
1,031,231 |
|
|
|
|
|
|
|
DIRECTORS AND OFFICERS
The following table sets out the name, city, province or state and country of residence, position held with the Corporation and principal occupation of each person who is a director of the Corporation as of the date hereof and the year in which the person became a director. Except as may otherwise be indicated, each person has held his or her principal occupation for the last five years. Each of the directors has been elected to serve until the next annual meeting of shareholders of the Corporation.
Annual Information Form 2024
TFI International Inc.
16
Name, City, Province/State and Country of Residence |
Position with the Corporation |
Principal Occupation |
Principal Occupation within the Preceding Five Years |
First Year |
|
Leslie Abi-Karam(3) Palm Beach Gardens, Florida, USA |
Director |
Corporate Director |
— |
2018 |
|
Alain Bédard, FCPA Lac Brome, Québec, Canada |
Director, |
President and Chief Executive Officer of the Corporation |
— |
1993 |
|
André Bérard(2)(3) Canada |
Lead Director |
Corporate Director |
— |
2003 |
|
William T. England(1) Burr Ridge, Illinois, USA |
Director Chair of the Audit Committee
|
Corporate Director |
— |
2020 |
|
Diane Giard(1) Bromont, Québec, Canada |
Director |
Corporate Director |
—- |
2018 |
|
Debra Kelly-Ennis(3) Palm Beach Gardens, Florida, USA |
Director Chair of the Corporate Governance and Nominating Committee |
Corporate Director |
— |
2017 |
|
|
|
|
|
|
Sébastien Martel(1) Granby, Québec, Canada |
Director |
CFO of BRP Inc. (manufacturer of recreational vehicles) |
— |
2023 |
|
John Pratt(1) Kenilworth, Illinois USA |
Director
|
Corporate Director |
— |
2022 |
|
Joey Saputo(2) Canada |
Director Chair of the Human Resources and Compensation Committee |
Chairman of the Board of Arbec Forest Products Inc., Groupe Remabec (forestry), Bologna FC 1909 and CF Montréal; and board member of Major League Soccer
|
— |
1996 |
Annual Information Form 2024
TFI International Inc.
17
Name, City, Province/State and Country of Residence |
Position with the Corporation |
Principal Occupation |
Principal Occupation within the Preceding Five Years |
First Year |
|
Rosemary Turner(2) Las Vegas, Nevada, USA
|
Director |
Corporate Director |
— |
2020
|
The following table sets out, for each person who is an officer of the Corporation as of the date hereof (with the exception of the Chairman of the Board of Directors, President and Chief Executive Officer included in the table above), his or her name, city, province or state and country of residence and position held with the Corporation. In each case, the principal occupation of the officer is as set out under “Position with the Corporation”. Except as otherwise indicated, each officer has held his or her principal occupation for the last five years.
Name, City, Province/State and Country of Residence |
Position with the Corporation |
Principal Occupation within the preceding five years |
|
David Saperstein, MBA, BA Palm Beach Gardens, Florida, USA |
Chief Financial Officer |
— |
|
Kal Atwal, CPA, CMA Caledon, Ontario, Canada |
Senior Executive Vice-President |
Prior to 2024, Executive Vice-President of the Corporation |
|
Steven Brookshaw, CPA, CMA Mount Pleasant, Ontario, Canada |
Senior Executive Vice-President |
Prior to 2023, Executive Vice-President of the Corporation
|
|
Kristen Fess Port Dover, Ontario, Canada |
Executive Vice-President |
Prior to 2023, Senior Vice President of Contrans Flatbed Group |
|
Brad Glassford Burlington, Ontario, Canada |
Executive Vice-President |
Prior to January 1 2025, Vice-President of Operations, Stainless Tank of Contrans Vrac / Contrans Intermodal / GBT / TTL / Vedder |
|
John Harrington Pleasant Prairie, WI, USA |
Executive Vice-President |
Prior to January 1 2025, President of JHT Holdings, Inc. |
|
Rick Hashie Mississauga, Ontario, Canada |
Executive Vice-President |
— |
|
Robert McGonigal Burlington, Ontario, Canada |
Executive Vice-President |
— |
Annual Information Form 2024
TFI International Inc.
18
Name, City, Province/State and Country of Residence |
Position with the Corporation |
Principal Occupation within the preceding five years |
|
Justin Paul Beaumont, Alberta, Canada |
Executive Vice-President |
Prior to 2024, President of TF Energy and prior to 2023, Vice President & General Manager of TF Energy |
|
Junior Roy St-Augustin de Desmaures, Québec, Canada |
Executive Vice-President |
Prior to 2021, President of JCG Group, and prior to 2020, President of Kingsway Bulk
|
Christopher Traikos |
Executive Vice-President |
Prior to 2021, President of Vitran Express |
|
Joel Andre, CHRL Vaughan, Ontario, Canada |
Vice-President, Human Resources |
Prior to 2023, Director of Human Resources |
|
Norman Brazeau Ste-Thérèse, Québec, Canada |
Vice-President, Real Estate |
Prior to 2021, Director, Property Management and Vice-President and General Manager of TLS |
|
Daniel Chevalier, CPA Laval, Québec, Canada |
Vice-President, Finance, Operational Reporting |
— |
|
Patrick Croteau, CPA Kirkland, Québec, Canada |
Vice-President, Finance & Control |
— |
|
Johanne Dean Lac Brome, Québec, Canada |
Vice-President, Marketing & Communications |
— |
|
Julie Eising, CPA Boca Raton, Florida, USA |
Vice-President, Tax |
Prior to 2023, SVP Finance and Tax for Likewize Corp f/k/a Brightstar Corp |
|
Paul Freund, Austin, Texas, USA |
Vice-President, Information Technology Security |
Prior to October 2022, Cybersecurity Consultant for Brinks, Inc., and prior to April 2022, Director of Cybersecurity and GRC and acting Global CISO for Wesco Aircraft Hardware Corp. |
Josiane M. Langlois, LL.M. |
Vice-President, Legal Affairs & Corporate Secretary |
— |
|
Sylvain Lemay, CPA Montreal, Québec, Canada |
Vice-President, Information Technology |
Prior to 2023, Director IT ERP and Architecture |
|
Chantal Martel, LL.B. Saint-Lazare, Québec, Canada |
Vice-President, Insurance & Compliance |
— |
|
Suri Musiri, MBA, CIA Naperville, Illinois, USA |
Vice-President, Internal Audit |
Prior to 2022, Vice President, Internal Audit at Echo Global Logistics |
|
Bill Preece Kitchener, Ontario, Canada |
Vice-President, Environment |
Prior to 2021, Director of Business Development, Regulated Materials of Contrans Group |
Annual Information Form 2024
TFI International Inc.
19
Name, City, Province/State and Country of Residence |
Position with the Corporation |
Principal Occupation within the preceding five years |
Martin Quesnel, CPA |
Vice-President, Finance |
— |
As at December 31, 2024, the directors and executive officers of the Corporation, as a group, beneficially owned or otherwise exercised control or direction over, directly or indirectly, an aggregate of 5,451,867 Common Shares, representing approximately 6.45% of the issued and outstanding Common Shares.
To the knowledge of the Corporation, none of the foregoing directors or executive officers of the Corporation (and with respect to (b) and (c) below, none of the shareholders of the Corporation holding a sufficient number of Common Shares to affect materially the control of the Corporation):
To the knowledge of the Corporation, none of the foregoing directors or executive officers of the Corporation and none of the shareholders of the Corporation holding a sufficient number of Common Shares to affect materially the control of the Corporation, has been subject to:
Conflicts of Interest
To the knowledge of the Corporation, no director or officer of the Corporation or any of its subsidiaries has an existing or potential material conflict of interest with the Corporation or any of its subsidiaries.
Annual Information Form 2024
TFI International Inc.
20
AUDIT COMMITTEE
Audit Committee Charter
The Audit Committee charter is annexed as Schedule A to this annual information form.
Audit Committee Composition
The Audit Committee is composed of four members, namely William T. England, Chair, Diane Giard, Sébastien Martel and John Pratt. In the opinion of the Board of Directors of the Corporation, each member of the Audit Committee is independent and financially literate within the meaning of National Instrument 52-110 Audit Committees.
Relevant Education and Experience
In the opinion of the Board of Directors of the Corporation, each member of the Audit Committee has a good command of generally accepted accounting principles and has the ability to understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. This section describes at greater length how these members acquired their financial literacy.
William T. England is a retired partner of PricewaterhouseCoopers (PwC), where he held various executive positions.
Diane Giard retired as Executive Vice President of the National Bank of Canada in 2018. Before joining the National Bank of Canada, she held different management positions at Scotia Bank.
Sébastien Martel has been the CFO of BRP Inc. since 2014.
Prior to his retirement, John Pratt was Chairman of Bank of America Merrill Lynch’s Global Industrials Investment Banking Group and head of Bank of America’s Investment Banking offices in Chicago and has more than 30 years’ experience in investment banking.
Pre-approval Policies and Procedures for Non-Audit Services
The Audit Committee has adopted in its charter, a specific policy and procedure for the engagement of non-audit services.
External Auditor Service Fees (by Category)
The aggregate amounts paid or accrued by the Corporation with respect to fees payable to KPMG LLP, the auditors of
the Corporation, for audit, audit-related, tax and other services in the years ended December 31, 2024 and 2023 were as follows:
Annual Information Form 2024
TFI International Inc.
21
Year ended December 31, |
||||
|
2024 |
2023 |
||
|
In US$(4) |
|||
Audit Fees(1) |
$ |
3,192,953 |
$ |
2,914,733 |
Audit-Related Fees(2) |
$ |
35,151 |
$ |
22,990 |
Tax Fees |
$ |
|
$ |
0 |
All Other Fees(3) |
$ |
80,304 |
$ |
0 |
TOTAL |
$ |
3,308,408 |
$ |
2,937,723 |
____________________
Currency |
2024 |
2023 |
CAD |
0.7300 |
0.7409 |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Management of the Corporation is not aware of any material litigation outstanding, threatened or pending as of the date hereof by or against the Corporation other than in the normal course of business.
During the fiscal year ended December 31, 2024, the Corporation was not subject to:
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No directors or executive officers of the Corporation, and no person or corporation that is the beneficial owner of, or who exercises control or direction over, directly or indirectly, more than 10% of the Corporation’s shares or any of their respective associates or affiliates, has or has had a material interest, direct or indirect, in any transaction, whether proposed or concluded, which had, or may have, a material effect on the Corporation or its subsidiaries within the three most recently-completed financial years or during the current financial year.
Annual Information Form 2024
TFI International Inc.
22
TRANSFER AGENTS AND REGISTRARS
The transfer agents and registrars for the Common Shares are Computershare Trust Company of Canada at its principal offices in Montreal, Québec and Toronto, Ontario and Computershare Trust Company, N.A. at its principal offices in Canton, Massachusetts.
MATERIAL CONTRACTS
No contract, other than contracts entered into in the ordinary course of business, considered material to the Corporation has been entered into during its last fiscal year, other than an Agreement and Plan of Merger dated December 22, 2023 by and between the Corporation, Diocletian Mergerco and Daseke, Inc. for the acquisition of Daseke, Inc. by the Corporation. The Merger Agreement and a related material change report dated April 2, 2024 are available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
NAME AND INTERESTS OF EXPERTS
KPMG LLP prepared the Report of Independent Registered Public Accounting Firm with respect to the Corporation's consolidated financial statements for the years ended December 31, 2024 and 2023.
KPMG LLP are the auditors of the Corporation and have confirmed with respect to the Corporation that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable Canadian legislation or regulations and are independent accountants with respect to the Corporation under all relevant U.S. professional and regulatory standards.
ADDITIONAL INFORMATION
Additional information, including directors’ and officers’ remuneration and indebtedness (if any), principal holders of the Corporation’s securities, options to purchase securities and interests of insiders in material transactions, if applicable, is contained in the Corporation’s Management Proxy Circular in respect of the annual meeting of shareholders held on April 25, 2024.
Additional financial information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis relating thereto for the fiscal year ended December 31, 2024. These documents, as well as additional information relating to the Corporation, including any of the Corporation’s news releases, are also available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Annual Information Form 2024
TFI International Inc.
23
Schedule A
Audit Committee Charter
Revised July 2021
PURPOSE
The primary function of the Audit Committee (the “Committee”) of TFI International Inc. (the “Corporation”) is to assist the Board of Directors (the “Board”) in fulfilling its oversight responsibilities by reviewing with its auditors: (a) the financial reports and other financial information provided by the Corporation to any governmental body or the public, being understood that the financial statements are the responsibility of management and that the Committee’s role is solely to assist the Board in fulfilling its oversight responsibilities; (b) the Corporation’s systems of internal controls regarding finance and accounting that management and the Board have established; and (c) the Corporation’s auditing, accounting and financial reporting processes generally.
All of the requirements in this Charter are qualified by the understanding that the role of the Committee is to act in an oversight capacity and is not intended to require a detailed review of the work performed by the external auditors unless specific circumstances are brought to its attention warranting such a review.
The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and it has direct access to the external and internal auditors as well as anyone in the organization. The Committee has the ability to retain, at the Corporation’s expense, specific advisors, consultants or experts it deems necessary in the performance of its duties.
COMPOSITION
The Committee shall be composed of three or more Directors as determined by the Board. All members of the Committee must be independent (must be free of any relationship to the Corporation that may interfere with the exercise of their independence from management and the Corporation) in accordance with subsection 3.1 (3) of Regulation 52-110 concerning audit committees (the “Independence Standards”).
All members of the Committee must be financially literate and shall possess an understanding of financial statements, including balance sheet, income statement and cash flow statement or be able to do so within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee shall have accounting or related financial management expertise, as the Board, in its business judgment, interprets such qualification.
The members of the Committee shall be appointed by the Board at the annual or any regular meeting of the Board. The members of the Committee shall serve until their successors shall be duly elected and qualified or their earlier resignation or removal. The Chair of the Committee shall be appointed by the Chairman of the Board. If a Chair is not elected by the full Board or is not present at a particular meeting, the members of the Committee may designate a Chair by majority vote of the Committee membership in attendance.
MEETINGS
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Committee should meet at least annually with management, the internal and external auditors and as a Committee, in separate executive sessions, to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee, or at least the Chair, should meet with the external auditors and management quarterly, either in person or telephonically, to review the Corporation’s interim financial statements. The Committee Chair shall prepare and/or approve the agenda in advance of each meeting.
Annual Information Form 2024
TFI International Inc.
24
RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Committee shall perform the following:
Documents/Reports Review
The Chair of the Committee may represent the entire Committee for purposes of this review, in case of emergency in the event the Committee is unable to meet.
External Auditors
Annual Information Form 2024
TFI International Inc.
25
Bookkeeping or other services related to the Corporation’s accounting records or financial statements;
Financial information systems design and implementation;
Appraisal or valuation services for financial reporting purposes;
Actuarial services for items recorded in the financial statements;
Internal audit outsourcing services;
Management functions;
Human resources;
Certain corporate finance and other services;
Legal services;
Certain expert services unrelated to the audit.
Internal Audit
Financial Reporting Processes
Annual Information Form 2024
TFI International Inc.
26
Other
The Committee relies on the expertise and knowledge of management and the public accounting firm in carrying out its oversight responsibilities. Management of the Corporation is responsible for determining that the Corporation’s financial statements are complete, accurate, and in accordance with generally accepted accounting principles. The public accounting firm is responsible for auditing the Corporation’s financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete, accurate and are in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations of the Corporation’s internal policies, procedures or controls.
Annual Information Form 2024
TFI International Inc.
27
EXHIBIT 99.2
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended
December 31, 2024 and 2023
TFI International Inc.
Consolidated Financial Statements
Years ended December 31, 2024 and 2023
CONTENTS
1 |
|
2 |
|
3 |
|
4 |
|
5 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
6 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of TFI International Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of TFI International Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years ended December 31, 2024 and 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 19, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Provisional determination of the fair value of land and buildings and intangible assets in the acquisition of Daseke Inc.
As discussed in note 5 to the consolidated financial statements, on April 1, 2024, the Company acquired Daseke Inc. (Daseke) for total purchase consideration of $817.0 million. As of December 31, 2024, the Company has not completed the determination of the fair value of assets acquired and liabilities assumed for the Daseke acquisition. The provisional determination of acquisition date fair value of assets acquired and liabilities assumed, specifically for land and buildings, and customer relationships and trademarks intangible assets require estimates. For land and buildings, significant assumptions included market prices for comparable sites and average rebuild costs. For customer relationships intangibles, significant assumptions included forecasted revenue and operating margin, annual attrition rate and discount rate, and for trademarks, significant assumptions included forecasted revenue, royalty rate and discount rate.
We identified the provisional determination of the fair value of land and buildings and intangible assets acquired in the acquisition of Daseke as a critical audit matter. The valuation included assumptions based on limited observable information which impacted the nature and extent of audit effort. The procedures also required the use of professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation process of the above assets at the date of acquisition of Daseke. This included controls related to the determination of the assumptions and data related to land and buildings, and intangible assets. For intangible assets, we assessed the reasonableness of the forecasted revenue and revenue growth assumptions by comparing them to Daseke’s historical results, relevant industry trends and current market indices respectively. We also compared customer relationships operating margins and attrition rate to Daseke’s historical results and to similar entities of the Company. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating:
Assessment of the self-insurance provisions
As discussed in Note 16 to the consolidated financial statements, the Company has $196.3 million of self-insurance provisions as of December 31, 2024, including the provisions acquired in the acquisition of Daseke Inc. As discussed in Note 3 (k), self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The provision represents an accrual for estimated future disbursements associated with the self-insured portion for claims filed at year-end and incurred but not reported related to cargo loss, bodily injury, worker’s compensation and property damages. The estimates are based on the Company’s historical experience including settlement patterns and payment trends.
We identified the assessment of the self-insurance provisions as a critical audit matter. Significant auditor judgment was required to evaluate the amounts that will ultimately be paid to settle these claims. Significant assumptions that affected the estimated provisions included the consideration of historical claim experience, severity factors affecting the amounts ultimately paid which are used to determine the loss development patterns, and current and expected levels of cost per claims which are used to determine expected loss ratios. Additionally, the provisions included estimates for claims that have been incurred but have not been reported, and specialized skills and knowledge were needed to evaluate the actuarial methods and assumptions used to assess these estimates.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the reconciliation and monitoring of its self-insurance provision. For claims for which the estimate is determined using actuarial methods, which included claims incurred but not reported, we involved actuarial professionals with specialized skills and knowledge, who assisted in:
For claims for which the estimate is not determined using actuarial methods, for a selection of claims, we confirmed with the Company’s external counsel regarding the Company’s evaluation of claims and any excluded claims.
/s/ KPMG LLP
We have served as the Company’s auditor since 2003.
Montreal, Canada
February 19, 2025
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of TFI International Inc.
Opinion on Internal Control Over Financial Reporting
We have audited TFI International Inc.’s (the "Company") internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2025 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Daseke Inc. (Daseke) during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Daseke’s internal control over financial reporting associated with 16.2% of current assets, 19.6% of long-term assets, 6.1% of current liabilities, 13.4% of long- term liabilities, 12.5% of total revenue, and 5.2% of net income included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Daseke.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Controls over Financial Reporting section in the Company’s Management’s Discussion and Analysis. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Montreal, Canada
February 19, 2025
TFI International Inc. |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
DECEMBER 31, 2024 AND 2023
(in thousands of U.S. dollars) |
|
|
|
As at |
|
|
As at |
|
||
|
|
Note |
|
December 31, |
|
|
December 31, |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
- |
|
|
|
335,556 |
|
Trade and other receivables |
|
6 |
|
|
927,654 |
|
|
|
894,771 |
|
Inventoried supplies |
|
|
|
|
17,962 |
|
|
|
23,964 |
|
Current taxes recoverable |
|
|
|
|
11,996 |
|
|
|
23,637 |
|
Prepaid expenses |
|
|
|
|
65,810 |
|
|
|
56,269 |
|
Assets held for sale |
|
|
|
|
13,627 |
|
|
|
1,802 |
|
Current assets |
|
|
|
|
1,037,049 |
|
|
|
1,335,999 |
|
|
|
|
|
|
|
|
|
|
||
Property and equipment |
|
8 |
|
|
2,891,087 |
|
|
|
2,415,472 |
|
Right-of-use assets |
|
9 |
|
|
536,748 |
|
|
|
425,630 |
|
Intangible assets |
|
10 |
|
|
2,622,951 |
|
|
|
2,019,301 |
|
Investments |
|
11 |
|
|
22,097 |
|
|
|
50,209 |
|
Other assets |
|
|
|
|
22,188 |
|
|
|
16,394 |
|
Deferred tax assets |
|
17 |
|
|
13,724 |
|
|
|
20,615 |
|
Non-current assets |
|
|
|
|
6,108,795 |
|
|
|
4,947,621 |
|
Total assets |
|
|
|
|
7,145,844 |
|
|
|
6,283,620 |
|
|
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Bank indebtedness |
|
|
|
|
6,777 |
|
|
|
- |
|
Trade and other payables |
|
12 |
|
|
639,190 |
|
|
|
671,936 |
|
Current taxes payable |
|
|
|
|
8,989 |
|
|
|
2,442 |
|
Provisions |
|
16 |
|
|
87,572 |
|
|
|
66,565 |
|
Other financial liabilities |
|
|
|
|
15,220 |
|
|
|
23,420 |
|
Long-term debt |
|
13 |
|
|
93,453 |
|
|
|
174,351 |
|
Lease liabilities |
|
14 |
|
|
152,449 |
|
|
|
127,397 |
|
Current liabilities |
|
|
|
|
1,003,650 |
|
|
|
1,066,111 |
|
|
|
|
|
|
|
|
|
|
||
Long-term debt |
|
13 |
|
|
2,309,428 |
|
|
|
1,709,831 |
|
Lease liabilities |
|
14 |
|
|
421,213 |
|
|
|
332,761 |
|
Employee benefits |
|
15 |
|
|
70,456 |
|
|
|
53,231 |
|
Provisions |
|
16 |
|
|
142,111 |
|
|
|
93,335 |
|
Other financial liabilities |
|
|
|
|
4,466 |
|
|
|
3,699 |
|
Deferred tax liabilities |
|
17 |
|
|
521,245 |
|
|
|
433,242 |
|
Non-current liabilities |
|
|
|
|
3,468,919 |
|
|
|
2,626,099 |
|
Total liabilities |
|
|
|
|
4,472,569 |
|
|
|
3,692,210 |
|
|
|
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
|
|
||
Share capital |
|
18 |
|
|
1,135,500 |
|
|
|
1,107,290 |
|
Contributed surplus |
|
18, 20 |
|
|
30,971 |
|
|
|
37,684 |
|
Accumulated other comprehensive loss |
|
|
|
|
(331,903 |
) |
|
|
(200,539 |
) |
Retained earnings |
|
|
|
|
1,838,707 |
|
|
|
1,646,975 |
|
Total equity |
|
|
|
|
2,673,275 |
|
|
|
2,591,410 |
|
|
|
|
|
|
|
|
|
|
||
Contingencies, letters of credit and other commitments |
|
26 |
|
|
|
|
|
|
||
Subsequent events |
|
28 |
|
|
|
|
|
|
||
Total liabilities and equity |
|
|
|
|
7,145,844 |
|
|
|
6,283,620 |
|
The notes on pages 6 to 46 are an integral part of these consolidated financial statements.
On behalf of the Board:
/s/ Alain Bédard |
Director |
/s/ André Bérard |
Director |
Alain Bédard |
André Bérard |
||
│1
TFI International Inc. |
CONSOLIDATED STATEMENTS OF INCOME |
YEARS ENDED DECEMBER 31, 2024 AND 2023
(In thousands of U.S. dollars, except per share amounts) |
|
Note |
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
|
||
Revenue |
|
|
|
7,304,626 |
|
|
|
6,416,886 |
|
Fuel surcharge |
|
|
|
1,092,204 |
|
|
|
1,104,281 |
|
Total revenue |
|
|
|
8,396,830 |
|
|
|
7,521,167 |
|
|
|
|
|
|
|
|
|
||
Materials and services expenses |
|
21 |
|
4,171,135 |
|
|
|
3,805,846 |
|
Personnel expenses |
|
22 |
|
2,496,315 |
|
|
|
2,109,622 |
|
Other operating expenses |
|
|
|
435,486 |
|
|
|
434,751 |
|
Depreciation of property and equipment |
|
8 |
|
332,580 |
|
|
|
249,835 |
|
Depreciation of right-of-use assets |
|
9 |
|
169,505 |
|
|
|
132,112 |
|
Amortization of intangible assets |
|
10 |
|
79,984 |
|
|
|
60,028 |
|
Loss on sale of business |
|
|
|
- |
|
|
|
3,011 |
|
Gain on sale of rolling stock and equipment |
|
|
|
(7,434 |
) |
|
|
(15,510 |
) |
Loss (gain) on derecognition of right-of-use assets |
|
|
|
105 |
|
|
|
(1,482 |
) |
Loss on sale of land and buildings |
|
|
|
- |
|
|
|
40 |
|
Loss (gain), net of impairment, on sale of assets |
|
|
|
|
|
|
|
||
held for sale |
|
|
|
192 |
|
|
|
(14,721 |
) |
Total operating expenses |
|
|
|
7,677,868 |
|
|
|
6,763,532 |
|
|
|
|
|
|
|
|
|
||
Operating income |
|
|
|
718,962 |
|
|
|
757,635 |
|
|
|
|
|
|
|
|
|
||
Finance (income) costs |
|
|
|
|
|
|
|
||
Finance income |
|
23 |
|
(13,760 |
) |
|
|
(8,612 |
) |
Finance costs |
|
23 |
|
171,999 |
|
|
|
89,483 |
|
Net finance costs |
|
|
|
158,239 |
|
|
|
80,871 |
|
|
|
|
|
|
|
|
|
||
Income before income tax |
|
|
|
560,723 |
|
|
|
676,764 |
|
Income tax expense |
|
24 |
|
138,239 |
|
|
|
171,887 |
|
|
|
|
|
|
|
|
|
||
Net income |
|
|
|
422,484 |
|
|
|
504,877 |
|
|
|
|
|
|
|
|
|
||
Earnings per share |
|
||||||||
Basic earnings per share |
|
19 |
|
5.00 |
|
|
|
5.88 |
|
Diluted earnings per share |
|
19 |
|
4.96 |
|
|
|
5.80 |
|
The notes on pages 6 to 46 are an integral part of these consolidated financial statements.
│2
TFI International Inc. |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
YEARS ENDED DECEMBER 31, 2024 AND 2023
(In thousands of U.S. dollars) |
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
||
Net income |
|
|
422,484 |
|
|
|
504,877 |
|
|
|
|
|
|
|
|
||
Other comprehensive (loss) income |
|
|
|
|
|
|
||
Items that may be reclassified to income or loss in future years: |
|
|
|
|
|
|||
Foreign currency translation differences |
|
|
5,675 |
|
|
|
(881 |
) |
Net investment hedge, net of tax |
|
|
(136,089 |
) |
|
|
39,705 |
|
Items that may never be reclassified to income: |
|
|
|
|
|
|
||
Defined benefit plan remeasurement, net of tax |
|
|
16,809 |
|
|
|
2,016 |
|
Items directly reclassified to retained earnings: |
|
|
|
|
|
|
||
Unrealized (loss) gain on investments in equity securities |
|
|
|
|
|
|||
measured at fair value through OCI, net of tax |
|
|
(8,108 |
) |
|
|
7,281 |
|
Other comprehensive (loss) income, net of tax |
|
|
(121,713 |
) |
|
|
48,121 |
|
|
|
|
|
|
|
|
||
Total comprehensive income |
|
|
300,771 |
|
|
|
552,998 |
|
The notes on pages 6 to 46 are an integral part of these consolidated financial statements.
│3
TFI International Inc. |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
|
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
(In thousands of U.S. dollars) |
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Accumulated |
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
foreign |
|
|
unrealized |
|
|
|
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
currency |
|
|
gain (loss) |
|
|
|
|
|
equity |
|
||||||
|
|
|
|
|
|
|
|
|
|
translation |
|
|
on invest- |
|
|
|
|
|
attributable |
|
||||||
|
|
|
|
|
|
|
|
|
|
differences |
|
|
ments in |
|
|
Retained |
|
|
to owners |
|
||||||
|
|
|
|
Share |
|
|
Contributed |
|
|
& net invest- |
|
|
equity |
|
|
earnings |
|
|
of the |
|
||||||
|
|
Note |
|
capital |
|
|
surplus |
|
|
ment hedge |
|
|
securities |
|
|
(deficit) |
|
|
Company |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as at December 31, 2023 |
|
|
|
|
1,107,290 |
|
|
|
37,684 |
|
|
|
(200,296 |
) |
|
|
(243 |
) |
|
|
1,646,975 |
|
|
|
2,591,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
422,484 |
|
|
|
422,484 |
|
Other comprehensive loss, net of tax |
|
|
|
|
- |
|
|
|
- |
|
|
|
(130,414 |
) |
|
|
(8,108 |
) |
|
|
16,809 |
|
|
|
(121,713 |
) |
Realized gain (loss) on equity securities, net of tax |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,158 |
|
|
|
(7,158 |
) |
|
|
- |
|
Total comprehensive (loss) income |
|
|
|
|
- |
|
|
|
- |
|
|
|
(130,414 |
) |
|
|
(950 |
) |
|
|
432,135 |
|
|
|
300,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share-based payment transactions, net of tax |
|
20 |
|
|
- |
|
|
|
13,235 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
13,235 |
|
Stock options exercised, net of tax |
|
18, 20 |
|
|
16,508 |
|
|
|
(2,985 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
13,523 |
|
Dividends to owners of the Company |
|
18 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(139,494 |
) |
|
|
(139,494 |
) |
Repurchase of own shares |
|
18 |
|
|
(5,929 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(70,687 |
) |
|
|
(76,616 |
) |
Net settlement of restricted share units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and performance share units, net of tax |
|
18, 20 |
|
|
17,631 |
|
|
|
(16,963 |
) |
|
|
- |
|
|
|
- |
|
|
|
(30,222 |
) |
|
|
(29,554 |
) |
Total transactions with owners, recorded directly in equity |
|
|
28,210 |
|
|
|
(6,713 |
) |
|
|
- |
|
|
|
- |
|
|
|
(240,403 |
) |
|
|
(218,906 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as at December 31, 2024 |
|
|
|
|
1,135,500 |
|
|
|
30,971 |
|
|
|
(330,710 |
) |
|
|
(1,193 |
) |
|
|
1,838,707 |
|
|
|
2,673,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as at December 31, 2022 |
|
|
|
|
1,089,229 |
|
|
|
41,491 |
|
|
|
(239,120 |
) |
|
|
5,799 |
|
|
|
1,565,671 |
|
|
|
2,463,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
504,877 |
|
|
|
504,877 |
|
Other comprehensive income, net of tax |
|
|
|
|
- |
|
|
|
- |
|
|
|
38,824 |
|
|
|
7,281 |
|
|
|
2,016 |
|
|
|
48,121 |
|
Realized (loss) gain on equity securities, net of tax |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(13,323 |
) |
|
|
13,323 |
|
|
|
- |
|
Total comprehensive income (loss) |
|
|
|
|
- |
|
|
|
- |
|
|
|
38,824 |
|
|
|
(6,042 |
) |
|
|
520,216 |
|
|
|
552,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share-based payment transactions, net of tax |
|
20 |
|
|
- |
|
|
|
21,424 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
21,424 |
|
Stock options exercised, net of tax |
|
18, 20 |
|
|
17,179 |
|
|
|
(4,402 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,777 |
|
Dividends to owners of the Company |
|
18 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(124,254 |
) |
|
|
(124,254 |
) |
Repurchase of own shares |
|
18 |
|
|
(28,303 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(259,721 |
) |
|
|
(288,024 |
) |
Net settlement of restricted share units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and performance share units, net of tax |
|
18, 20 |
|
|
29,185 |
|
|
|
(20,829 |
) |
|
|
- |
|
|
|
- |
|
|
|
(54,937 |
) |
|
|
(46,581 |
) |
Total transactions with owners, recorded directly in equity |
|
|
18,061 |
|
|
|
(3,807 |
) |
|
|
- |
|
|
|
- |
|
|
|
(438,912 |
) |
|
|
(424,658 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as at December 31, 2023 |
|
|
|
|
1,107,290 |
|
|
|
37,684 |
|
|
|
(200,296 |
) |
|
|
(243 |
) |
|
|
1,646,975 |
|
|
|
2,591,410 |
|
The notes on pages 6 to 46 are an integral part of these consolidated financial statements.
│4
TFI International Inc. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
(In thousands of U.S. dollars) |
|
Note |
|
2024 |
|
|
2023* |
|
|||
|
|
|
|
|
|
|
|
|
|||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|||
Net income |
|
|
|
|
422,484 |
|
|
|
504,877 |
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|||
Depreciation of property and equipment |
|
|
8 |
|
|
332,580 |
|
|
|
249,835 |
|
Depreciation of right-of-use assets |
|
|
9 |
|
|
169,505 |
|
|
|
132,112 |
|
Amortization of intangible assets |
|
|
10 |
|
|
79,984 |
|
|
|
60,028 |
|
Share-based payment transactions |
|
|
20 |
|
|
11,074 |
|
|
|
13,451 |
|
Net finance costs |
|
|
23 |
|
|
158,239 |
|
|
|
80,871 |
|
Income tax expense |
|
|
24 |
|
|
138,239 |
|
|
|
171,887 |
|
Loss on sale of business |
|
|
|
|
- |
|
|
|
3,011 |
|
|
Gain on sale of property and equipment |
|
|
|
|
(7,434 |
) |
|
|
(15,470 |
) |
|
Loss (gain) on derecognition of right-of-use assets |
|
|
105 |
|
|
|
(1,482 |
) |
|||
Loss (gain), net of impairment, on sale of assets held for sale |
|
|
|
|
192 |
|
|
|
(14,721 |
) |
|
Employee benefits |
|
|
|
|
38,088 |
|
|
|
60,212 |
|
|
Provisions, net of payments |
|
|
|
|
15,637 |
|
|
|
(33,696 |
) |
|
Net change in non-cash operating working capital |
|
|
7 |
|
|
11,566 |
|
|
|
106,631 |
|
Interest paid |
|
|
|
|
(157,062 |
) |
|
|
(70,354 |
) |
|
Income tax paid |
|
|
|
|
(150,546 |
) |
|
|
(233,353 |
) |
|
Net cash from operating activities |
|
|
|
|
1,062,651 |
|
|
|
1,013,839 |
|
|
|
|
|
|
|
|
|
|
|
|||
Cash flows used in investing activities |
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment |
|
|
8 |
|
|
(392,819 |
) |
|
|
(361,563 |
) |
Proceeds from sale of property and equipment |
|
|
|
|
65,389 |
|
|
|
73,339 |
|
|
Proceeds from sale of assets held for sale |
|
|
|
|
33,404 |
|
|
|
50,280 |
|
|
Purchases of intangible assets |
|
|
10 |
|
|
(6,274 |
) |
|
|
(2,758 |
) |
Business combinations, net of cash acquired |
|
|
5 |
|
|
(957,963 |
) |
|
|
(628,701 |
) |
Purchases of investments |
|
|
|
|
- |
|
|
|
(41,719 |
) |
|
Proceeds from sale of investments |
|
|
|
|
19,068 |
|
|
|
89,225 |
|
|
Others |
|
|
|
|
(5,420 |
) |
|
|
24,565 |
|
|
Net cash used in investing activities |
|
|
|
|
(1,244,615 |
) |
|
|
(797,332 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Cash flows used in financing activities |
|
|
|
|
|
|
|
|
|||
Net increase in bank indebtedness |
|
|
|
|
|
6,777 |
|
|
|
- |
|
Proceeds from long-term debt |
|
|
13 |
|
|
500,000 |
|
|
|
575,000 |
|
Repayment of long-term debt |
|
|
13 |
|
|
(536,700 |
) |
|
|
(41,371 |
) |
Net increase in revolving facilities |
|
|
13 |
|
|
261,783 |
|
|
|
25,242 |
|
Repayment of lease liabilities |
|
|
14 |
|
|
(165,350 |
) |
|
|
(128,107 |
) |
Decrease of other financial liabilities |
|
|
|
|
(4,374 |
) |
|
|
(9,572 |
) |
|
Dividends paid |
|
|
|
|
(133,928 |
) |
|
|
(121,095 |
) |
|
Repurchase of own shares |
|
|
18 |
|
|
(76,616 |
) |
|
|
(288,024 |
) |
Proceeds from exercise of stock options |
|
|
18 |
|
|
13,523 |
|
|
|
12,777 |
|
Share repurchase for settlement of restricted share |
|
|
|
|
|
|
|
|
|||
units and performance share units |
|
|
|
|
(29,554 |
) |
|
|
(46,581 |
) |
|
Net cash used in financing activities |
|
|
|
|
(164,439 |
) |
|
|
(21,731 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net change in cash and cash equivalents |
|
|
|
|
(346,403 |
) |
|
|
194,776 |
|
|
Cash and cash equivalents, beginning of year |
|
|
|
|
335,556 |
|
|
|
147,117 |
|
|
Effect of movements in exchange rates on |
|
|
|
|
|
|
|
|
|||
cash and cash equivalents |
|
|
|
|
10,847 |
|
|
|
(6,337 |
) |
|
Cash and cash equivalents, end of year |
|
|
|
|
- |
|
|
|
335,556 |
|
|
* Recasted for presentation of $6,337 from Net cash used in financing activities to the Effect of movements in exchange rates on cash and cash equivalents.
The notes on pages 6 to 46 are an integral part of these consolidated financial statements.
│5
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
TFI International Inc. (the “Company”) is incorporated under the Canada Business Corporations Act, and is a company domiciled in Canada. The address of the Company’s registered office is 8801 Trans-Canada Highway, Suite 500, Montreal, Quebec, H4S 1Z6.
The consolidated financial statements of the Company as at and for the years ended December 31, 2024 and 2023 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).
The Group is involved in the provision of transportation and logistics services across the United States, Canada and Mexico.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements were authorized for issue by the Board of Directors on February 19, 2025.
These consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statements of financial position:
These consolidated financial statements are expressed in U.S. dollars, except where otherwise indicated.
The Company’s consolidated financial statements are presented in U.S. dollars (“U.S. dollars” or “USD”). All information in these consolidated financial statements is presented in USD unless otherwise specified.
The Company’s functional currency is the Canadian dollar (“CAD” or “CDN$”). Translation gains and losses from the application of the U.S. dollar as the presentation currency while the Canadian dollar is the functional currency are included as part of the accumulated foreign currency translation differences and net investment hedge.
All financial information presented in U.S. dollars has been rounded to the nearest thousand.
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, defined benefit obligation and the self-insurance and other provisions and contingencies. These estimates and assumptions are based on management’s best estimates and judgments.
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.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Information about critical judgments, assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following notes:
Note 5 – Establishing the fair value of intangible assets and land and buildings related to material business combinations;
Note 15 – Determining estimates and assumptions related to the evaluation of the defined benefit obligation; and
Note 16 – Determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise indicated. The accounting policies have been applied consistently by Group entities.
The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group.
The Group measures goodwill as the fair value of the consideration transferred including the fair value of liabilities resulting from contingent consideration arrangements, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at fair value as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in income or loss. Any goodwill that arises is tested annually for impairment.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination, are expensed as incurred.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Transactions in foreign currencies are translated to the respective functional currencies of the Group’s entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate in effect at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the rate in effect on the transaction date. Income and expense items denominated in foreign currency are translated at the date of the transactions. Gains and losses are included in income or loss.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on business combinations, are translated to Canadian dollars at exchange rates in effect at the reporting date. The income and expenses of foreign operations are translated to Canadian dollars at the average exchange rate in effect during the reporting period.
Foreign currency differences are recognized in other comprehensive income (“OCI”) in the accumulated foreign currency translation differences account.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
When a foreign operation is disposed of, the relevant amount in the cumulative amount of foreign currency translation differences is transferred to income or loss as part of the income or loss on disposal. On the partial disposal of a subsidiary while retaining control, the relevant proportion of such cumulative amount is reattributed to non-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to income or loss.
Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the accumulated foreign currency translation differences account.
Translation gains and losses from the application of U.S dollars as the presentation currency while the Canadian dollar is the functional currency are included as part of the cumulative foreign currency translation adjustment.
The Group initially recognizes financial assets on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value, except for trade receivables which are initially measured at their transaction price when the trade receivables do not contain a significant financing component. If the financial asset is not subsequently accounted for at fair value through profit or loss, then the initial measurement includes transaction costs that are directly attributable to the asset’s acquisition or origination. On initial recognition, the Group classifies its financial assets as subsequently measured at either amortized cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets and depending on the purpose for which the financial assets were acquired.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
Financial assets measured at amortized cost
A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment loss, if:
The Group currently classifies its cash equivalents, trade and other receivables and long-term non-trade receivables included in other non-current assets as financial assets measured at amortized cost.
The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. The Group has a portfolio of trade receivables at the reporting date. The Group uses a provision matrix to determine the lifetime expected credit losses for the portfolio.
The Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in income or loss and reflected in an allowance account against trade and other receivables.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Financial assets measured at fair value
These assets are measured at fair value and changes therein, including any interest or dividend income, are recognized in income or loss. However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present gains and losses in other comprehensive income. For such investments measured at fair value through other comprehensive income, gains and losses are never reclassified to profit or loss, and no impairment is recognized in profit or loss. Dividends earned from such investments are recognized in profit or loss, unless the dividend clearly represents a repayment of part of the cost of the investment.
Financial assets measured at fair value through other comprehensive income
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
The Group initially recognizes debt issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
A financial liability is derecognized when its contractual obligations are discharged or cancelled or expire.
Financial liabilities are classified into financial liabilities measured at amortized cost and financial liabilities measured at fair value.
Financial liabilities measured at amortized cost
A financial liability is subsequently measured at amortized cost, using the effective interest method. The Group currently classifies bank indebtedness, trade and other payables and long-term debt as financial liabilities measured at amortized cost.
Financial liabilities measured at fair value
Financial liabilities at fair value are initially recognized at fair value and are re-measured at each reporting date with any changes therein recognized in net earnings. The Group currently classifies its contingent consideration liability in connection with a business acquisition as a financial liability measured at fair value.
Common shares
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction to share capital, net of any tax effects.
When share capital recognized as equity is repurchased, share capital is reduced by the amount equal to weighted average historical cost of repurchased equity. The excess amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from retained earnings.
Management’s risk strategy is focused on reducing the variability in profit or losses and cash flows associated with exposure to market risks. Hedge accounting is used to reduce this variability to an acceptable level. The hedges employed by the Group reduce the currency fluctuation exposures.
On the initial designation of a hedging relationship, the Group formally documents the relationship between the hedging instrument and the hedged items, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged items throughout the period for which the hedge is designated.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Net investment hedge
The Group designates a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge. The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the Company’s functional currency (CAD), regardless of whether the net investment is held directly or through an intermediate parent.
Foreign currency differences arising on the translation of a financial liability designated as a hedge of a net investment in foreign operations are recognized in other comprehensive income to the extent that the hedge is effective and are presented in the currency translation differences account within equity. To the extent that the hedge is ineffective, such differences are recognized in income or loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to income or loss as part of the gain or loss on disposal.
Property and equipment are accounted for at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and borrowing costs on qualifying assets.
When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment, and are recognized in net income or loss.
Depreciation is based on the cost of an asset less its residual value and is recognized in income or loss over the estimated useful life of each component of an item of property and equipment.
The depreciation method and useful lives are as follows: |
|
|
|
|
|
Categories |
Basis |
Useful lives |
Buildings |
Straight-line |
15 – 40 years |
Rolling stock |
Primarily straight-line |
3 – 20 years |
Equipment |
Primarily straight-line |
5 – 12 years |
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted prospectively, if appropriate.
Property and equipment are reviewed for impairment in accordance with IAS 36 Impairment of Assets when there are indicators that the carrying value may not be recoverable.
Goodwill that arises upon business combinations is included in intangible assets.
Goodwill is not amortized and is measured at cost less accumulated impairment losses.
Intangible assets consist of customer relationships, trademarks, non-compete agreements and information technology.
The Group determines the fair value of the customer relationship intangible assets using the excess earnings model and internally developed significant assumptions including:
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Intangible assets that are acquired by the Group and have finite lives are measured at cost less accumulated amortization and accumulated impairment losses. The Group also has indefinite lived trademark intangible assets which are not amortized.
Intangible assets with finite lives are amortized on a straight-line basis over the following estimated useful lives:
Categories |
Useful lives |
Customer relationships |
5 – 20 years |
Trademarks |
5 – 20 years |
Non-compete agreements |
3 – 10 years |
Information technology |
5 – 7 years |
Useful lives are reviewed at each financial year-end and adjusted prospectively, if appropriate.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.
The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Group is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Group's incremental borrowing rate. The incremental borrowing rate is a function of the Group’s incremental borrowing rate, the nature of the underlying asset, the location of the asset and the length of the lease. Generally, the Group uses its incremental borrowing rate as the discount rate.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or leases and leases of low-value assets. The Group recognises these lease payments as an expense on a straight-line basis over the lease term.
Non-financial assets
The carrying amounts of the Group’s non-financial assets other than inventoried supplies and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and indefinite useful life assets, the recoverable amount is estimated on December 31 of each year.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”). For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the group of CGUs (usually a Group’s operating segment), that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes. The Company performs goodwill impairment testing annually, or more frequently if events or circumstances indicate the carrying value of a CGU, which is a Group’s operating segment, may exceed the recoverable amount of the CGU. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or group of assets. The fair value less cost to sell is based on market comparable multiples applied to forecasted earnings before financial expenses, income taxes, depreciation and amortization ("adjusted EBITDA") for the next year, which takes into account financial forecasts approved by senior management.
The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, if any, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a prorata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Impairment losses and impairment reversals are recognized in income or loss.
Non-current assets are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets are generally measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognized in income or loss.
Once classified as held-for-sale, intangible assets and property and equipment are no longer amortized or depreciated.
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in income or loss in the periods during which services are rendered by employees.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.
The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods discounting that amount and deducting the fair value of any plan assets. The discount rate is the yield at the reporting date on AAA, AA or A credit-rated fixed income securities that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or income-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
The grant date fair value of equity share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in contributed surplus, net of tax, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service condition at the vesting date.
The fair value of the amount payable to board members in respect of deferred share unit (“DSU”), which were to be settled in cash, was recognized as an expense with a corresponding increase in liabilities. The liability was remeasured at each reporting date until settlement. The Group presented mark-to-market (gain) loss on DSUs in personnel expenses.
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be fully settled within 12 months of the end of the reporting period, then they are discounted.
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the unwinding of the discount is recognized as finance cost.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Self-Insurance
Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The provision represents an accrual for estimated future disbursements associated with the self-insured portion for claims filed at year-end and incurred but not reported, related to cargo loss, bodily injury, worker’s compensation and property damages. The estimates are based on the Group’s historical experience including settlement patterns and payment trends. The most significant assumptions in the estimation process include the consideration of historical claim experience, severity factors affecting the amounts ultimately paid, and current and expected levels of cost per claims. Changes in assumptions and experience could cause these estimates to change significantly in the near term.
The Group’s normal business operations consist of the provision of transportation and logistics services. All revenue relating to normal business operations is recognized over time in the statement of income. The stage of completion of the service is determined using the proportion of days completed to date compared to the estimated total days of the service. Revenue is presented net of trade discounts and volume rebates. Revenue is recognized as services are rendered, when the control of promised services is transferred to customers in an amount that reflects the consideration the Group expects to be entitled to receive in exchange for those services measured based on the consideration specified in a contract with the customers. The Group considers the contract with customers to include the general transportation service agreement and the individual bill of ladings with customers.
Based on the evaluation of the control model, certain businesses, mainly in the Less-Than-Truckload segment, act as the principal within their revenue arrangements. The affected businesses report transportation revenue gross of associated purchase transportation costs rather than net of such amounts within the consolidated statements of income.
Other operating expenses consist primarily of third-party commissions, information technology support and software expenses, building expenses (including repairs and maintenance, electricity, janitorial & security services and property taxes).
Finance income comprises interest income on funds invested, dividend income and interest. Interest income is recognized as it accrues in income or loss, using the effective interest method.
Finance costs comprise interest expense on bank indebtedness and long-term debt, unwinding of the discount on provisions and impairment losses recognized on financial assets (other than trade receivables).
Fair value gains or losses on derivative financial instruments and on contingent considerations, and foreign currency gains and losses are reported on a net basis as either finance income or cost.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in income or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
The Group presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held, if any. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants, restricted share units and performance share units and stock options granted to employees.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s chief executive officer (“CEO”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Group’s headquarters), head office expenses, income tax assets, liabilities and expenses, as well as long-term debt and interest expense thereon.
Sales between the Group’s segments are measured at the exchange amount. Transactions, other than sales, are measured at carrying value. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and intangible assets other than goodwill.
The following new standards, and amendments to standards and interpretations, are effective for the first time for periods beginning on or after January 1, 2024 and have been applied in preparing these consolidated financial statements
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 (the 2020 amendments), to clarify the classification of liabilities as current or non-current. On October 31, 2022, the IASB issued Non-current Liabilities with Covenants (Amendments to IAS 1) (the 2022 amendments), to improve the information a company provides about long-term debt with covenants. The 2020 amendments and the 2022 amendments (collectively “the Amendments”) are effective for annual periods beginning on or after January 1, 2024. A company that applies the 2020 amendments early is required to also apply the 2022 amendments. 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 exist at the end of the reporting period and have substance. The Amendments reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Covenants with which a company must comply after the reporting date do not affect a liability’s classification at that date. The Amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The Amendments state that: the settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and when classifying liabilities as current or non-current a company can ignore only those conversion options that are recognized as equity.
The adoption of the amendments did not have a material impact on the Group’s consolidated financial statements.
Lease Liability in a Sale and Leaseback
On September 22, 2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). The amendments are effective for annual periods beginning on or after January 1, 2024. The amendment introduces a new accounting model which impacts how a seller-lessee accounts for variable lease payments that arise in a sale-and-leaseback transaction.
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TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The amendments clarify that on initial recognition, the seller-lessee includes variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction and after initial recognition, the seller-lessee applies the general requirements for subsequent accounting of the lease liability such that it recognizes no gain or loss relating to the right of use it retains. The amendments need to be applied retrospectively, which require seller-lessees to reassess and potentially restate sale-and-leaseback transactions entered into since implementation of IFRS 16 in 2019.
The adoption of the amendments did not have a material impact on the Group’s consolidated financial statements.
International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12) and Legislation
In May 2023, the International Accounting Standards Board issued International Tax Reform – Pillar Two Model Rules to amend IAS 12. The amendments provide a temporary mandatory exception from the accounting for deferred tax that arises from legislation implementing the GloBE model rules. Entities are effectively prohibited from recognizing or disclosing information about deferred tax assets and liabilities related to top-up tax. The Company has applied the mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.
During fiscal 2024, Pillar Two legislation was enacted or substantially enacted in certain jurisdictions in which the Company operates. The Company performed an assessment of its potential exposure to Pillar Two income taxes based on recent information available and determined that Pillar Two effective tax rates in most of the jurisdictions in which the Company operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbor relief does not apply, and the Pillar Two effective tax rate is below 15%.
The Company did not experience a material impact in fiscal 2024 and does not expect, at this time, that there would be material Pillar Two income tax impacts in those jurisdictions in future periods.
New standards and interpretations not yet adopted
The following new standards are not yet effective for the year ended December 31, 2024, and have not been applied in preparing these consolidated financial statements:
Presentation and Disclosure in Financial Statements – IFRS 18
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The new Accounting Standard introduces significant changes to the structure of a company’s income statement, more discipline and transparency in presentation of management's own performance measures (commonly referred to as 'non-GAAP measures,') and less aggregation of items into large, single numbers. The main impacts of the new Accounting Standard include:
The extent of the impact of adoption of the amendments has not yet been determined.
│16
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
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.
In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information has been recast to be consistent with current reportable segments.
The following summary describes the operations in each of the Group’s reportable segments:
|
|
Less-Than-Truckload (a): |
Pickup, consolidation, transport and delivery of smaller loads. |
Truckload (b): |
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: |
Asset-light logistics services, including brokerage, freight forwarding and transportation management, as well as small package parcel delivery. |
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” 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.
│17
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
|
|
Less- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Than- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Truckload(2) |
|
|
Truckload |
|
|
Logistics |
|
|
Corporate |
|
|
Eliminations(2) |
|
|
Total |
|
||||||
2024 |
|
|||||||||||||||||||||||
Revenue(1) |
|
|
3,085,727 |
|
|
|
2,551,540 |
|
|
|
1,720,976 |
|
|
|
- |
|
|
|
(53,617 |
) |
|
|
7,304,626 |
|
Fuel surcharge(1) |
|
|
617,208 |
|
|
|
385,765 |
|
|
|
100,735 |
|
|
|
- |
|
|
|
(11,504 |
) |
|
|
1,092,204 |
|
Total revenue(1) |
|
|
3,702,935 |
|
|
|
2,937,305 |
|
|
|
1,821,711 |
|
|
|
- |
|
|
|
(65,121 |
) |
|
|
8,396,830 |
|
Operating income (loss) |
|
|
361,235 |
|
|
|
252,434 |
|
|
|
182,364 |
|
|
|
(77,071 |
) |
|
|
- |
|
|
|
718,962 |
|
Selected items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Materials and services expenses |
|
|
1,541,476 |
|
|
|
1,511,418 |
|
|
|
1,216,026 |
|
|
|
(32,665 |
) |
|
|
(65,120 |
) |
|
|
4,171,135 |
|
Personnel expenses |
|
|
1,360,982 |
|
|
|
783,894 |
|
|
|
267,569 |
|
|
|
83,870 |
|
|
|
- |
|
|
|
2,496,315 |
|
Other operating expenses |
|
|
222,619 |
|
|
|
94,835 |
|
|
|
95,438 |
|
|
|
22,594 |
|
|
|
- |
|
|
|
435,486 |
|
Depreciation and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
amortization |
|
|
213,524 |
|
|
|
307,244 |
|
|
|
60,419 |
|
|
|
882 |
|
|
|
- |
|
|
|
582,069 |
|
(Loss) gain, net of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
impairment on sale of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
assets held for sale |
|
|
(2,549 |
) |
|
|
2,321 |
|
|
|
36 |
|
|
|
- |
|
|
|
- |
|
|
|
(192 |
) |
Intangible assets |
|
|
396,533 |
|
|
|
1,491,373 |
|
|
|
734,736 |
|
|
|
309 |
|
|
|
- |
|
|
|
2,622,951 |
|
Total assets |
|
|
2,618,714 |
|
|
|
3,374,010 |
|
|
|
1,098,617 |
|
|
|
54,503 |
|
|
|
- |
|
|
|
7,145,844 |
|
Total liabilities |
|
|
802,778 |
|
|
|
813,350 |
|
|
|
390,525 |
|
|
|
2,466,034 |
|
|
|
(118 |
) |
|
|
4,472,569 |
|
Additions to property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and equipment |
|
|
188,055 |
|
|
|
196,596 |
|
|
|
7,920 |
|
|
|
730 |
|
|
|
- |
|
|
|
393,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2023 |
|
|||||||||||||||||||||||
Revenue(1) |
|
|
3,236,267 |
|
|
|
1,625,592 |
|
|
|
1,604,878 |
|
|
|
- |
|
|
|
(49,851 |
) |
|
|
6,416,886 |
|
Fuel surcharge(1) |
|
|
712,390 |
|
|
|
310,446 |
|
|
|
92,138 |
|
|
|
- |
|
|
|
(10,693 |
) |
|
|
1,104,281 |
|
Total revenue(1) |
|
|
3,948,657 |
|
|
|
1,936,038 |
|
|
|
1,697,016 |
|
|
|
- |
|
|
|
(60,544 |
) |
|
|
7,521,167 |
|
Operating income (loss) |
|
|
424,789 |
|
|
|
237,393 |
|
|
|
160,112 |
|
|
|
(64,659 |
) |
|
|
- |
|
|
|
757,635 |
|
Selected items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Materials and services expenses |
|
|
1,700,911 |
|
|
|
992,788 |
|
|
|
1,194,534 |
|
|
|
(21,843 |
) |
|
|
(60,544 |
) |
|
|
3,805,846 |
|
Personnel expenses |
|
|
1,377,596 |
|
|
|
473,948 |
|
|
|
191,146 |
|
|
|
66,932 |
|
|
|
- |
|
|
|
2,109,622 |
|
Other operating expenses |
|
|
259,603 |
|
|
|
55,420 |
|
|
|
103,715 |
|
|
|
16,013 |
|
|
|
- |
|
|
|
434,751 |
|
Depreciation and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
amortization |
|
|
198,754 |
|
|
|
194,761 |
|
|
|
47,914 |
|
|
|
546 |
|
|
|
- |
|
|
|
441,975 |
|
Loss on sale of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
land and buildings |
|
|
(35 |
) |
|
|
(5 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(40 |
) |
Gain, net of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
impairment on sale of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
assets held for sale |
|
|
10,546 |
|
|
|
3,949 |
|
|
|
226 |
|
|
|
- |
|
|
|
- |
|
|
|
14,721 |
|
Loss on sale of business |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,011 |
) |
|
|
- |
|
|
|
(3,011 |
) |
Intangible assets |
|
|
378,623 |
|
|
|
857,666 |
|
|
|
782,923 |
|
|
|
89 |
|
|
|
- |
|
|
|
2,019,301 |
|
Total assets |
|
|
2,688,854 |
|
|
|
2,004,163 |
|
|
|
1,140,174 |
|
|
|
450,429 |
|
|
|
- |
|
|
|
6,283,620 |
|
Total liabilities |
|
|
878,751 |
|
|
|
462,812 |
|
|
|
336,875 |
|
|
|
2,013,900 |
|
|
|
(128 |
) |
|
|
3,692,210 |
|
Additions to property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and equipment |
|
|
239,327 |
|
|
|
115,048 |
|
|
|
5,561 |
|
|
|
311 |
|
|
|
- |
|
|
|
360,247 |
|
(1) Includes intersegment revenue and intersegment fuel surcharge, which are eliminated in the consolidated results and are not disclosed by reportable segment due to the non-material amounts.
(2) Recasted for changes in aggregation in the current year. Specifically, “Package and Courier” was presented separately in previous years is now aggregated within “Less-Than-Truckload”. The remaining amounts remain the same, except for resultant changes to the Eliminations.
│18
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Geographical information
Revenue is attributed to geographical locations based on the origin of service’s location.
|
|
Less- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Than- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Truckload(1) |
|
|
Truckload |
|
|
Logistics |
|
|
Eliminations(1) |
|
|
Total |
|
|||||
2024 |
|
|||||||||||||||||||
Canada |
|
|
1,162,733 |
|
|
|
1,159,562 |
|
|
|
258,489 |
|
|
|
(37,224 |
) |
|
|
2,543,560 |
|
United States |
|
|
2,540,202 |
|
|
|
1,777,743 |
|
|
|
1,563,222 |
|
|
|
(27,897 |
) |
|
|
5,853,270 |
|
Total |
|
|
3,702,935 |
|
|
|
2,937,305 |
|
|
|
1,821,711 |
|
|
|
(65,121 |
) |
|
|
8,396,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2023 |
|
|||||||||||||||||||
Canada |
|
|
1,188,635 |
|
|
|
1,139,272 |
|
|
|
271,136 |
|
|
|
(31,807 |
) |
|
|
2,567,236 |
|
United States |
|
|
2,760,022 |
|
|
|
796,766 |
|
|
|
1,425,880 |
|
|
|
(28,737 |
) |
|
|
4,953,931 |
|
Total |
|
|
3,948,657 |
|
|
|
1,936,038 |
|
|
|
1,697,016 |
|
|
|
(60,544 |
) |
|
|
7,521,167 |
|
(1) Recasted for changes in aggregation in the current year. Specifically, “Package and Courier” was presented separately in previous years is now aggregated within “Less-Than-Truckload”. The remaining amounts remain the same, except for resultant changes to the Eliminations.
Segment assets are based on the geographical location of the assets.
|
|
As at |
|
|
As at |
|
||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Property and equipment, right-of-use assets and intangible assets |
|
|
|
|
|
|
||
Canada |
|
|
2,213,562 |
|
|
|
2,208,595 |
|
United States |
|
|
3,837,224 |
|
|
|
2,651,808 |
|
|
|
|
6,050,786 |
|
|
|
4,860,403 |
|
In line with the Group’s growth strategy, the Group acquired eleven businesses during 2024, of which Daseke Inc. ("Daseke") was considered material. All other acquisitions were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.
On April 1, 2024, the Group completed the acquisition of Daseke, Inc. Daseke is reported in the Truckload segment. The purchase price for the business acquisition totaled $817.0 million, which was funded by a $500.0 million term loan obtained and the remaining balance was drawn from cash on hand, and the Group absorbed $314.7 million of equipment financing debt in the acquisition. During the year ended December 31, 2024, the business contributed revenue and net loss of $1,052.0 million and $20.7 million, including severances and other restructuring costs from the business acquisition of $19.7 million recorded in the corporate segment, respectively since the acquisition.
Had the Group acquired Daseke on January 1, 2024, as per management’s best estimates, the revenue and net loss for this entity would have been $1,408.8 million and $19.2 million, including severances and other restructuring costs from the business acquisition of $19.7 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, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.
During the year ended December 31, 2024, the non-material businesses, in aggregate, contributed revenue and net loss of $148.4 million and $1.1 million respectively since the acquisitions.
Had the Group acquired these non-material businesses on January 1, 2024, as per management’s best estimates, the revenue and net income for these entities would have been $236.9 million and $7.4 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, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate of the entities.
During the year ended December 31, 2024, transaction costs of $0.5 million have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.
│19
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Of the goodwill and intangible assets acquired through business combinations in 2024, $1.0 million was deductible for tax purposes.
As of the reporting date, the Group had not completed the determination of the fair value of assets acquired and liabilities assumed of the 2024 acquisitions. Information to confirm the 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 determination of the fair value of assets acquired and liabilities assumed based on the best information available to the Group to date :
Identifiable assets acquired and liabilities assumed |
|
Note |
|
Daseke |
|
|
Others |
|
|
December 31, 2024 |
|
|||||
Cash and cash equivalents |
|
|
|
|
|
46,242 |
|
|
|
33,222 |
|
|
|
79,464 |
|
|
Trade and other receivables |
|
|
|
|
|
173,389 |
|
|
|
32,563 |
|
|
|
205,952 |
|
|
Inventoried supplies and prepaid expenses |
|
|
|
|
|
20,997 |
|
|
|
4,844 |
|
|
|
25,841 |
|
|
Property and equipment |
|
|
8 |
|
|
523,892 |
|
|
|
66,191 |
|
|
|
590,083 |
|
|
Right-of-use assets |
|
|
9 |
|
|
107,676 |
|
|
|
9,161 |
|
|
|
116,837 |
|
|
Intangible assets |
|
|
10 |
|
|
202,290 |
|
|
|
52,104 |
|
|
|
254,394 |
|
|
Other assets |
|
|
|
|
|
3,093 |
|
|
|
- |
|
|
|
3,093 |
|
|
Trade and other payables |
|
|
|
|
|
(102,133 |
) |
|
|
(24,872 |
) |
|
|
(127,005 |
) |
|
Income tax receivable (payable) |
|
|
|
|
|
8,669 |
|
|
|
(824 |
) |
|
|
7,845 |
|
|
Employee benefits |
|
|
|
|
|
(194 |
) |
|
|
- |
|
|
|
(194 |
) |
|
Provisions |
|
|
16 |
|
|
(57,923 |
) |
|
|
- |
|
|
|
(57,923 |
) |
|
Other non-current liabilities |
|
|
|
|
|
(213 |
) |
|
|
- |
|
|
|
(213 |
) |
|
Long-term debt |
|
|
13 |
|
|
(314,670 |
) |
|
|
- |
|
|
|
(314,670 |
) |
|
Lease liabilities |
|
|
14 |
|
|
(107,676 |
) |
|
|
(9,161 |
) |
|
|
(116,837 |
) |
|
Deferred tax liabilities |
|
|
17 |
|
|
(125,796 |
) |
|
|
(14,611 |
) |
|
|
(140,407 |
) |
|
Total identifiable net assets |
|
|
|
|
|
377,643 |
|
|
|
148,617 |
|
|
|
526,260 |
|
|
Total consideration transferred |
|
|
|
|
|
816,958 |
|
|
|
224,022 |
|
|
|
1,040,980 |
|
|
Goodwill |
|
|
10 |
|
|
439,315 |
|
|
|
75,405 |
|
|
|
514,720 |
|
|
Cash |
|
|
|
|
|
816,958 |
|
|
|
220,469 |
|
|
|
1,037,427 |
|
|
Contingent consideration |
|
|
|
|
|
- |
|
|
|
3,553 |
|
|
|
3,553 |
|
|
Total consideration transferred |
|
|
|
|
|
816,958 |
|
|
|
224,022 |
|
|
|
1,040,980 |
|
|
The valuation techniques used for measuring the fair value of land and buildings ($54.0 million), customer relationships ($109.1 million) and trademarks ($92.8 million) acquired regarding Daseke were as follows:
Assets acquired |
Valuation technique |
|
Key inputs |
Land and buildings |
Market comparison technique and cost technique: The valuation model considers market prices for comparable sites, when available, and considers depreciated replacement cost, which reflects adjustments for physical deterioration, when appropriate. |
|
- Market prices for comparable sites |
Customer relationships |
Excess earnings method: The valuation model considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. |
|
- Forecasted revenue attributable to existing customers and relationships |
Trademarks |
Relief from royalty method: The valuation model considers the discounted estimated royalty payments that are expected to be avoided as a result of the trademarks being owned. |
|
- Forecasted revenue associated with the trademarks |
The fair values measured on the amounts regarding Daseke are on a provisional basis, mainly regarding tangible assets and current and deferred tax liabilities. This is mainly due to pending completion and review of independent valuations. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.
The trade receivables comprise gross amounts due of $208.8 million, of which $2.8 million was expected to be uncollectible at the acquisition date.
│20
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
In line with the Group’s growth strategy, the Group acquired twelve businesses during 2023, of which JHT Holdings, Inc. was considered material. All other acquisitions were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services.
On August 16, 2023, the Group completed the acquisition of JHT Holdings, Inc. ("JHT"), a leading asset light logistics and transportation provider in North America for Class 6-8 truck manufacturers, which included a joint-venture that is equity-accounted and included in other assets. The purchase price for this business acquisition totaled $309.3 million, which was funded by a mixture of cash on hand and the remaining balance was drawn from the currently existing unsecured revolving credit facility. During the year ended December 31, 2023, the business contributed revenue and net income of $225.3 million and $18.0 million, respectively since the acquisition.
Had the Group acquired JHT on January 1, 2023, as per management’s best estimates, the revenue and net income for this entity would have been $589.5 million and $50.5 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 acquisition occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity.
During the year ended December 31, 2023, the non-material businesses, in aggregate, contributed revenue and net loss of $178.3 million and $6.3 million respectively since the acquisitions.
Had the Group acquired these non-material businesses on January 1, 2023, as per management’s best estimates, the revenue and net income for these entities would have been $333.2 million and $9.1 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, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate of the entities.
During the year ended December 31, 2023, transaction costs of $0.9 million have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions.
The trade receivables comprise gross amounts due of $80.0 million, of which $2.1 million was expected to be uncollectible at the acquisition date.
Of the goodwill and intangible assets acquired through business combinations in 2023, $18.9 million was deductible for tax purposes.
The table below presents the determination of the fair value of assets acquired and liabilities assumed of the 2023 acquisitions as at December 31, 2023:
Identifiable assets acquired and liabilities assumed |
Note |
|
JHT |
|
|
Others |
|
|
December 31, 2023 |
|
||||||
Cash and cash equivalents |
|
|
|
|
|
5,709 |
|
|
|
11,873 |
|
|
|
17,582 |
|
|
Trade and other receivables |
|
|
|
|
|
38,250 |
|
|
|
39,650 |
|
|
|
77,900 |
|
|
Inventoried supplies and prepaid expenses |
|
|
|
|
|
10,976 |
|
|
|
5,897 |
|
|
|
16,873 |
|
|
Property and equipment |
|
|
8 |
|
|
65,489 |
|
|
|
174,850 |
|
|
|
240,339 |
|
|
Right-of-use assets |
|
|
9 |
|
|
5,385 |
|
|
|
25,609 |
|
|
|
30,994 |
|
|
Intangible assets |
|
|
10 |
|
|
198,659 |
|
|
|
80,807 |
|
|
|
279,466 |
|
|
Other assets |
|
|
|
|
|
23,887 |
|
|
|
115 |
|
|
|
24,002 |
|
|
Trade and other payables |
|
|
|
|
|
(35,221 |
) |
|
|
(28,884 |
) |
|
|
(64,105 |
) |
|
Income tax (payable) receivable |
|
|
|
|
|
(1,682 |
) |
|
|
729 |
|
|
|
(953 |
) |
|
Provisions |
|
|
16 |
|
|
(19,919 |
) |
|
|
- |
|
|
|
(19,919 |
) |
|
Other non-current liabilities |
|
|
|
|
|
(444 |
) |
|
|
(44 |
) |
|
|
(488 |
) |
|
Long-term debt |
|
|
14 |
|
|
(4,808 |
) |
|
|
- |
|
|
|
(4,808 |
) |
|
Lease liabilities |
|
|
14 |
|
|
(5,385 |
) |
|
|
(25,609 |
) |
|
|
(30,994 |
) |
|
Deferred tax liabilities |
|
|
17 |
|
|
(55,367 |
) |
|
|
(32,375 |
) |
|
|
(87,742 |
) |
|
Total identifiable net assets |
|
|
|
|
|
225,529 |
|
|
|
252,618 |
|
|
|
478,147 |
|
|
Total consideration transferred |
|
|
|
|
|
309,304 |
|
|
|
350,451 |
|
|
|
659,755 |
|
|
Goodwill |
|
|
|
|
|
83,775 |
|
|
|
97,833 |
|
|
|
181,608 |
|
|
Cash |
|
|
|
|
|
309,304 |
|
|
|
336,979 |
|
|
|
646,283 |
|
|
Contingent consideration |
|
|
|
|
|
- |
|
|
|
13,472 |
|
|
|
13,472 |
|
|
Total consideration transferred |
|
|
|
|
|
309,304 |
|
|
|
350,451 |
|
|
|
659,755 |
|
|
│21
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
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.
The goodwill arising in the 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 |
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Canadian Less-Than-Truckload |
Less-Than-Truckload |
|
|
115 |
|
|
|
9,142 |
|
U.S. Less-Than-Truckload |
Less-Than-Truckload |
|
|
31,058 |
|
|
|
3,376 |
|
Canadian Truckload |
Truckload |
|
|
12,980 |
|
|
|
16,017 |
|
Specialized Truckload |
Truckload |
|
|
468,618 |
|
|
|
43,080 |
|
Logistics |
Logistics |
|
|
1,949 |
|
|
|
109,993 |
|
|
|
|
|
514,720 |
|
|
|
181,608 |
|
The interim financial statements of 2024 included details of the Group’s business combinations and set out provisional fair values relating to the consideration and net assets of Daseke. This acquisition was accounted for under the provisions of IFRS 3. As required by IFRS 3, the provisional fair values have been reassessed in the fourth quarter in light of information obtained during the measurement period following the acquisition. These amounts remain provisional as at December 31, 2024 for the reasons mentioned previously. Consequently, the fair value of certain assets acquired, and liabilities assumed of Daseke have been adjusted retrospective to the date of acquisition as follows:
|
|
Provisional |
|
|
|
|
|
|
|
|||
|
|
fair value included |
|
|
|
|
|
|
|
|||
|
|
in the interim |
|
|
Measurement |
|
|
Reassessed |
|
|||
|
|
financial statements |
|
|
period adjustments |
|
|
fair value |
|
|||
Cash and cash equivalents |
|
|
46,242 |
|
|
|
- |
|
|
|
46,242 |
|
Trade and other receivables |
|
|
173,389 |
|
|
|
- |
|
|
|
173,389 |
|
Inventoried supplies and prepaid expenses |
|
|
32,611 |
|
|
|
(11,614 |
) |
|
|
20,997 |
|
Property and equipment |
|
|
577,825 |
|
|
|
(53,933 |
) |
|
|
523,892 |
|
Right-of-use assets |
|
|
113,385 |
|
|
|
(5,709 |
) |
|
|
107,676 |
|
Intangible assets |
|
|
60,233 |
|
|
|
142,057 |
|
|
|
202,290 |
|
Other assets |
|
|
3,093 |
|
|
|
- |
|
|
|
3,093 |
|
Trade and other payables |
|
|
(100,716 |
) |
|
|
(1,417 |
) |
|
|
(102,133 |
) |
Income tax (payable) receivable |
|
|
(58 |
) |
|
|
8,727 |
|
|
|
8,669 |
|
Employee benefits |
|
|
(194 |
) |
|
|
- |
|
|
|
(194 |
) |
Provisions |
|
|
(54,681 |
) |
|
|
(3,242 |
) |
|
|
(57,923 |
) |
Other non-current liabilities |
|
|
(213 |
) |
|
|
- |
|
|
|
(213 |
) |
Long-term debt |
|
|
(314,671 |
) |
|
|
1 |
|
|
|
(314,670 |
) |
Lease liabilities |
|
|
(113,385 |
) |
|
|
5,709 |
|
|
|
(107,676 |
) |
Deferred tax liabilities |
|
|
(96,434 |
) |
|
|
(29,362 |
) |
|
|
(125,796 |
) |
Total identifiable net assets |
|
|
326,426 |
|
|
|
51,217 |
|
|
|
377,643 |
|
Total consideration transferred |
|
|
816,958 |
|
|
|
- |
|
|
|
816,958 |
|
Goodwill |
|
|
490,532 |
|
|
|
(51,217 |
) |
|
|
439,315 |
|
Cash |
|
|
816,958 |
|
|
|
- |
|
|
|
816,958 |
|
Total consideration transferred |
|
|
816,958 |
|
|
|
- |
|
|
|
816,958 |
|
The contingent consideration for the year ended December 31, 2024 relates to non-material business acquisitions and is recorded in the original determination of the fair value of assets acquired and liabilities assumed. These considerations are contingent on achieving specified earning levels in future periods. The maximum amount payable is $4.5 million in less than one year, and $2.9 million in more than one year.
The contingent consideration for the year ended December 31, 2023 related to non-material business acquisitions and was recorded in the original determination of the fair value of assets acquired and liabilities assumed. These considerations were contingent on achieving specified earning levels in future periods.
│22
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The maximum amount payable was $13.5 million in less than one year, and $0.8 million in more than one year.
The contingent consideration balance at December 31, 2024 is $7.8 million (December 31, 2023 - $13.2 million) and is presented in other financial liabilities on the consolidated statements of financial position.
The 2023 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 various 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, and liabilities assumed of the acquisitions in fiscal 2023 have been adjusted and finalized in 2024. No material adjustments were required to the provisional fair values for these prior year's business combinations.
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Trade receivables, net of expected credit loss |
|
|
893,659 |
|
|
|
846,681 |
|
Other receivables |
|
|
33,995 |
|
|
|
48,090 |
|
|
|
|
927,654 |
|
|
|
894,771 |
|
The Group’s exposure to credit and currency risks related to trade and other receivables is disclosed in note 25 a) and d).
Trade receivables as at December 31, 2024 include $31.5 million of in-transit revenue balances (December 31, 2023 – $32.4 million). Due to the short-term nature of the transportation and logistics services provided by the Group, these services are expected to be completed within the week following the year-end.
Net change in non-cash operating working capital
|
|
2024 |
|
|
2023 |
|
||
Trade and other receivables |
|
|
145,432 |
|
|
|
224,121 |
|
Inventoried supplies |
|
|
8,101 |
|
|
|
6,533 |
|
Prepaid expenses |
|
|
12,125 |
|
|
|
(11,648 |
) |
Trade and other payables |
|
|
(154,092 |
) |
|
|
(112,375 |
) |
|
|
|
11,566 |
|
|
|
106,631 |
|
│23
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
|
|
|
|
|
Land and |
|
|
Rolling |
|
|
|
|
|
|
|
|||||
|
Note |
|
|
buildings |
|
|
stock |
|
|
Equipment |
|
|
Total |
|
||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2022 |
|
|
|
|
|
1,166,990 |
|
|
|
1,501,548 |
|
|
|
204,788 |
|
|
|
2,873,326 |
|
|
Additions through business combinations |
|
|
5 |
|
|
|
145,204 |
|
|
|
91,870 |
|
|
|
3,265 |
|
|
|
240,339 |
|
Other additions |
|
|
|
|
|
77,516 |
|
|
|
265,687 |
|
|
|
17,044 |
|
|
|
360,247 |
|
|
Disposals |
|
|
|
|
|
(398 |
) |
|
|
(136,028 |
) |
|
|
(529 |
) |
|
|
(136,955 |
) |
|
Reclassification to assets held for sale |
|
|
|
|
|
(13,325 |
) |
|
|
(19,741 |
) |
|
|
- |
|
|
|
(33,066 |
) |
|
Reclassification between categories* |
|
|
|
|
|
- |
|
|
|
36,319 |
|
|
|
(36,319 |
) |
|
|
- |
|
|
Effect of movements in exchange rates |
|
|
|
|
|
7,990 |
|
|
|
18,545 |
|
|
|
4,122 |
|
|
|
30,657 |
|
|
Balance at December 31, 2023 |
|
|
|
|
|
1,383,977 |
|
|
|
1,758,200 |
|
|
|
192,371 |
|
|
|
3,334,548 |
|
|
Additions through business combinations |
|
|
5 |
|
|
|
115,405 |
|
|
|
465,400 |
|
|
|
9,278 |
|
|
|
590,083 |
|
Other additions |
|
|
|
|
|
68,580 |
|
|
|
295,452 |
|
|
|
29,269 |
|
|
|
393,301 |
|
|
Disposals |
|
|
|
|
|
(6,008 |
) |
|
|
(162,983 |
) |
|
|
(19,426 |
) |
|
|
(188,417 |
) |
|
Reclassification to assets held for sale |
|
|
|
|
|
(30,974 |
) |
|
|
(44,961 |
) |
|
|
- |
|
|
|
(75,935 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
(38,902 |
) |
|
|
(67,244 |
) |
|
|
(14,984 |
) |
|
|
(121,130 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
1,492,078 |
|
|
|
2,243,864 |
|
|
|
196,508 |
|
|
|
3,932,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2022 |
|
|
|
|
|
83,140 |
|
|
|
543,272 |
|
|
|
114,959 |
|
|
|
741,371 |
|
|
Depreciation |
|
|
|
|
|
21,841 |
|
|
|
210,523 |
|
|
|
17,471 |
|
|
|
249,835 |
|
|
Disposals |
|
|
|
|
|
(92 |
) |
|
|
(78,584 |
) |
|
|
(410 |
) |
|
|
(79,086 |
) |
|
Reclassification to assets held for sale |
|
|
|
|
|
(1,003 |
) |
|
|
(4,947 |
) |
|
|
- |
|
|
|
(5,950 |
) |
|
Reclassification between categories* |
|
|
|
|
|
- |
|
|
|
11,089 |
|
|
|
(11,089 |
) |
|
|
- |
|
|
Effect of movements in exchange rates |
|
|
|
|
|
1,515 |
|
|
|
8,879 |
|
|
|
2,512 |
|
|
|
12,906 |
|
|
Balance at December 31, 2023 |
|
|
|
|
|
105,401 |
|
|
|
690,232 |
|
|
|
123,443 |
|
|
|
919,076 |
|
|
Depreciation |
|
|
|
|
|
25,222 |
|
|
|
286,817 |
|
|
|
20,541 |
|
|
|
332,580 |
|
|
Disposals |
|
|
|
|
|
(5,829 |
) |
|
|
(107,464 |
) |
|
|
(17,169 |
) |
|
|
(130,462 |
) |
|
Reclassification to assets held for sale |
|
|
|
|
|
(2,237 |
) |
|
|
(28,226 |
) |
|
|
- |
|
|
|
(30,463 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
(5,795 |
) |
|
|
(34,270 |
) |
|
|
(9,303 |
) |
|
|
(49,368 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
116,762 |
|
|
|
807,089 |
|
|
|
117,512 |
|
|
|
1,041,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
|
|
|
|
1,278,576 |
|
|
|
1,067,968 |
|
|
|
68,928 |
|
|
|
2,415,472 |
|
|
At December 31, 2024 |
|
|
|
|
|
1,375,316 |
|
|
|
1,436,775 |
|
|
|
78,996 |
|
|
|
2,891,087 |
|
|
* Reclassification between categories had no impact on the depreciation of the reclassified property and equipment
As at December 31, 2024, $0.5 million is included in trade and other payables for the purchases of property and equipment (December 31, 2023 – nil).
Security
As at December 31, 2024, certain rolling stock are pledged as security for conditional sales contracts, with a carrying amount of $246.1 million, including additions through business combinations (December 31, 2023 - $89.6 million) (see note 13).
│24
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
|
|
|
|
|
Land and |
|
|
Rolling |
|
|
|
|
|
|
|
|||||
|
Note |
|
|
buildings |
|
|
stock |
|
|
Equipment |
|
|
Total |
|
||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2022 |
|
|
|
|
|
528,791 |
|
|
|
252,043 |
|
|
|
3,797 |
|
|
|
784,631 |
|
|
Other additions |
|
|
|
|
|
74,580 |
|
|
|
79,690 |
|
|
|
948 |
|
|
|
155,218 |
|
|
Additions through business combinations |
|
|
5 |
|
|
|
15,033 |
|
|
|
15,961 |
|
|
|
- |
|
|
|
30,994 |
|
Derecognition* |
|
|
|
|
|
(39,674 |
) |
|
|
(62,276 |
) |
|
|
(971 |
) |
|
|
(102,921 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
9,629 |
|
|
|
4,940 |
|
|
|
40 |
|
|
|
14,609 |
|
|
Balance at December 31, 2023 |
|
|
|
|
|
588,359 |
|
|
|
290,358 |
|
|
|
3,814 |
|
|
|
882,531 |
|
|
Other additions |
|
|
|
|
|
116,440 |
|
|
|
90,876 |
|
|
|
712 |
|
|
|
208,028 |
|
|
Additions through business combinations |
|
|
5 |
|
|
|
75,086 |
|
|
|
40,297 |
|
|
|
1,454 |
|
|
|
116,837 |
|
Derecognition* |
|
|
|
|
|
(41,580 |
) |
|
|
(66,563 |
) |
|
|
(417 |
) |
|
|
(108,560 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
(37,320 |
) |
|
|
(23,076 |
) |
|
|
(94 |
) |
|
|
(60,490 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
700,985 |
|
|
|
331,892 |
|
|
|
5,469 |
|
|
|
1,038,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2022 |
|
|
|
|
|
286,256 |
|
|
|
114,971 |
|
|
|
1,764 |
|
|
|
402,991 |
|
|
Depreciation |
|
|
|
|
|
66,877 |
|
|
|
64,340 |
|
|
|
895 |
|
|
|
132,112 |
|
|
Derecognition* |
|
|
|
|
|
(28,074 |
) |
|
|
(56,723 |
) |
|
|
(971 |
) |
|
|
(85,768 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
5,456 |
|
|
|
2,089 |
|
|
|
21 |
|
|
|
7,566 |
|
|
Balance at December 31, 2023 |
|
|
|
|
|
330,515 |
|
|
|
124,677 |
|
|
|
1,709 |
|
|
|
456,901 |
|
|
Depreciation |
|
|
|
|
|
82,112 |
|
|
|
85,897 |
|
|
|
1,496 |
|
|
|
169,505 |
|
|
Derecognition* |
|
|
|
|
|
(29,960 |
) |
|
|
(62,520 |
) |
|
|
(350 |
) |
|
|
(92,830 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
(21,506 |
) |
|
|
(10,387 |
) |
|
|
(85 |
) |
|
|
(31,978 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
361,161 |
|
|
|
137,667 |
|
|
|
2,770 |
|
|
|
501,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2023 |
|
|
|
|
|
257,844 |
|
|
|
165,681 |
|
|
|
2,105 |
|
|
|
425,630 |
|
|
At December 31, 2024 |
|
|
|
|
|
339,824 |
|
|
|
194,225 |
|
|
|
2,699 |
|
|
|
536,748 |
|
|
* 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.
│25
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
|
|
|
|
|
|
|
Other intangible assets |
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
Customer |
|
|
Trademarks |
|
|
compete |
|
|
Information |
|
|
|
|
|||||||
Note |
|
Goodwill |
|
|
relationships |
|
|
and other |
|
|
agreements |
|
|
technology |
|
|
Total |
|
|||||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2022 |
|
|
|
|
1,359,345 |
|
|
|
513,697 |
|
|
|
42,680 |
|
|
|
20,007 |
|
|
|
35,122 |
|
|
|
1,970,851 |
|
|
Additions through business combinations |
|
|
5 |
|
|
181,608 |
|
|
|
244,574 |
|
|
|
27,127 |
|
|
|
5,556 |
|
|
|
2,209 |
|
|
|
461,074 |
|
Other additions |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,758 |
|
|
|
2,758 |
|
|
Extinguishments |
|
|
|
|
- |
|
|
|
(7,203 |
) |
|
|
(7,820 |
) |
|
|
(2,524 |
) |
|
|
(1,029 |
) |
|
|
(18,576 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
21,176 |
|
|
|
6,127 |
|
|
|
685 |
|
|
|
280 |
|
|
|
245 |
|
|
|
28,513 |
|
|
Balance at December 31, 2023 |
|
|
|
|
1,562,129 |
|
|
|
757,195 |
|
|
|
62,672 |
|
|
|
23,319 |
|
|
|
39,305 |
|
|
|
2,444,620 |
|
|
Additions through business combinations |
|
|
5 |
|
|
514,720 |
|
|
|
153,576 |
|
|
|
96,510 |
|
|
|
3,674 |
|
|
|
634 |
|
|
|
769,114 |
|
Other additions |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,274 |
|
|
|
6,274 |
|
|
Extinguishments |
|
|
|
|
- |
|
|
|
- |
|
|
|
(4,432 |
) |
|
|
(1,515 |
) |
|
|
(3,340 |
) |
|
|
(9,287 |
) |
|
Effect of movements in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
exchange rates |
|
|
|
|
(80,040 |
) |
|
|
(25,215 |
) |
|
|
(2,364 |
) |
|
|
(1,223 |
) |
|
|
(1,334 |
) |
|
|
(110,176 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
1,996,809 |
|
|
|
885,556 |
|
|
|
152,386 |
|
|
|
24,255 |
|
|
|
41,539 |
|
|
|
3,100,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amortization and impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2022 |
|
|
|
|
78,012 |
|
|
|
244,252 |
|
|
|
27,050 |
|
|
|
10,130 |
|
|
|
19,297 |
|
|
|
378,741 |
|
|
Amortization |
|
|
|
|
- |
|
|
|
46,629 |
|
|
|
5,461 |
|
|
|
4,099 |
|
|
|
3,839 |
|
|
|
60,028 |
|
|
Extinguishments |
|
|
|
|
- |
|
|
|
(7,203 |
) |
|
|
(7,820 |
) |
|
|
(2,524 |
) |
|
|
(1,029 |
) |
|
|
(18,576 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
1,040 |
|
|
|
3,150 |
|
|
|
428 |
|
|
|
168 |
|
|
|
340 |
|
|
|
5,126 |
|
|
Balance at December 31, 2023 |
|
|
|
|
79,052 |
|
|
|
286,828 |
|
|
|
25,119 |
|
|
|
11,873 |
|
|
|
22,447 |
|
|
|
425,319 |
|
|
Amortization |
|
|
|
|
- |
|
|
|
61,406 |
|
|
|
8,408 |
|
|
|
3,869 |
|
|
|
6,301 |
|
|
|
79,984 |
|
|
Extinguishments |
|
|
|
|
- |
|
|
|
- |
|
|
|
(4,432 |
) |
|
|
(1,515 |
) |
|
|
(3,340 |
) |
|
|
(9,287 |
) |
|
Effect of movements in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
exchange rates |
|
|
|
|
(3,851 |
) |
|
|
(12,100 |
) |
|
|
(931 |
) |
|
|
(579 |
) |
|
|
(961 |
) |
|
|
(18,422 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
75,201 |
|
|
|
336,134 |
|
|
|
28,164 |
|
|
|
13,648 |
|
|
|
24,447 |
|
|
|
477,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
At December 31, 2023 |
|
|
|
|
1,483,077 |
|
|
|
470,367 |
|
|
|
37,553 |
|
|
|
11,446 |
|
|
|
16,858 |
|
|
|
2,019,301 |
|
|
At December 31, 2024 |
|
|
|
|
1,921,608 |
|
|
|
549,422 |
|
|
|
124,222 |
|
|
|
10,607 |
|
|
|
17,092 |
|
|
|
2,622,951 |
|
|
In 2024, the Group assessed the useful lives of three trademarks from the Daseke business combination as indefinite in the aggregate amount of $45.7 million. Brand recognition as well as management's intent to keep the brands indefinitely were decisive factors leading to this conclusion. At December 31 2023, there were no material indefinite life intangible assets.
At December 31, 2024 and 2023, the Group performed its annual goodwill impairment tests for operating segments which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each unit are as follows:
Reportable segment / operating segment |
|
December 31, |
|
|
December 31, |
|
||
Less-Than-Truckload |
|
|
|
|
|
|
||
Package and Courier |
|
|
167,264 |
|
|
|
182,120 |
|
Canadian Less-Than-Truckload |
|
|
125,484 |
|
|
|
140,402 |
|
U.S. Less-Than-Truckload |
|
|
34,802 |
|
|
|
3,375 |
|
Truckload |
|
|
|
|
|
|
||
Canadian Truckload |
|
|
101,727 |
|
|
|
109,593 |
|
Specialized Truckload |
|
|
1,055,530 |
|
|
|
599,292 |
|
Logistics |
|
|
436,801 |
|
|
|
448,295 |
|
|
|
|
1,921,608 |
|
|
|
1,483,077 |
|
│26
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The results as at December 31, 2024 and 2023 determined that the recoverable amounts of the Group’s operating segments exceeded their respective carrying amounts.
The recoverable amounts of the Group’s operating segments were determined using the value in use approach. The value in use methodology is based on discounted future cash flows. Management believes that the discounted future cash flows method is appropriate as it allows more precise valuation of specific future cash flows.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rates as follows:
Reportable segment / operating segment |
|
2024 |
|
|
2023 |
|
||
Less-Than-Truckload |
|
|
|
|
|
|
||
Package and Courier |
|
|
11.8 |
% |
|
|
12.0 |
% |
Canadian Less-Than-Truckload |
|
|
11.8 |
% |
|
|
12.0 |
% |
U.S. Less-Than-Truckload |
|
|
11.2 |
% |
|
|
11.4 |
% |
Truckload |
|
|
|
|
|
|
||
Canadian Truckload |
|
|
14.2 |
% |
|
|
14.4 |
% |
Specialized Truckload |
|
|
13.0 |
% |
|
|
13.2 |
% |
Logistics |
|
|
11.2 |
% |
|
|
11.4 |
% |
The discount rates were estimated based on past experience, and industry average weighted average cost of capital, which were based on a possible range of debt leveraging of 40.0% (2023 – 40.0%) at a market interest rate of 9.4% (2023 – 10.5%).
First year cash flows were projected based on forecasted cash flows which are based on previous operating results adjusted to reflect current economic conditions. For a further 4-year period, cash flows were extrapolated using an average growth rate of 2.5% (2023 – 2.0%) in revenues and margins were adjusted where deemed appropriate. The terminal value growth rate was 2.0% (2023 – 2.0%). The values assigned to the key assumptions represent management’s assessment of future trends in the transportation industry and were based on both external and internal sources (historical data).
|
|
As at |
|
|
As at |
|
||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Level 1 investments |
|
|
4,669 |
|
|
|
31,557 |
|
Level 2 investments |
|
|
4,276 |
|
|
|
4,339 |
|
Level 3 investments |
|
|
13,152 |
|
|
|
14,313 |
|
|
|
|
22,097 |
|
|
|
50,209 |
|
The Group elected to designate all of its investments as at fair value through OCI.
During the year ended December 31, 2024, the Group sold Level 1 investments for proceeds of $19.1 million resulting in a realized loss, net of tax, of $7.2 million on equity securities transferred from OCI to retained earnings.
|
|
As at |
|
|
As at |
|
||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Trade payables and accrued expenses |
|
|
430,585 |
|
|
|
450,638 |
|
Personnel accrued expenses |
|
|
170,621 |
|
|
|
187,522 |
|
Dividend payable |
|
|
37,984 |
|
|
|
33,776 |
|
|
|
|
639,190 |
|
|
|
671,936 |
|
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 25.
│27
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
This note provides information about the contractual terms of the Group’s interest-bearing long-term debt, which is measured at amortized cost. For more information about the Group’s exposure to interest rate, foreign exchange currency and liquidity, see note 25.
|
|
As at |
|
|
As at |
|
||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Non-current liabilities |
|
|
|
|
|
|
||
Unsecured revolving facilities |
|
|
275,054 |
|
|
|
22,166 |
|
Unsecured term loan |
|
|
199,609 |
|
|
|
- |
|
Unsecured senior notes |
|
|
1,652,742 |
|
|
|
1,652,049 |
|
Conditional sales contracts |
|
|
178,052 |
|
|
|
31,278 |
|
Other long-term debt |
|
|
3,971 |
|
|
|
4,338 |
|
|
|
|
2,309,428 |
|
|
|
1,709,831 |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Current portion of unsecured debenture |
|
|
- |
|
|
|
151,023 |
|
Current portion of conditional sales contracts |
|
|
93,087 |
|
|
|
22,974 |
|
Current portion of other long-term debt |
|
|
366 |
|
|
|
354 |
|
|
|
|
93,453 |
|
|
|
174,351 |
|
Terms and conditions of outstanding long-term debt are as follows:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
2023 |
|
|||||||||||
|
|
|
|
Currency |
|
Nominal |
|
|
Year of |
|
Face |
|
|
Carrying |
|
|
Face |
|
|
Carrying |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured revolving facility |
|
a |
|
CAD |
|
CORRA + 1.50% |
|
2026 |
|
|
370,000 |
|
|
|
255,812 |
|
|
|
30,400 |
|
|
|
21,239 |
|
||
Unsecured revolving facility |
|
a |
|
USD |
|
SOFR + 1.50% |
|
|
2026 |
|
|
19,310 |
|
|
|
19,242 |
|
|
|
1,000 |
|
|
|
927 |
|
|
Unsecured term loan |
|
a |
|
USD |
|
6.07% |
|
|
2027 |
|
|
200,000 |
|
|
|
199,609 |
|
|
|
- |
|
|
|
- |
|
|
Unsecured debenture |
|
b |
|
CAD |
|
3.32% - 4.22% |
|
|
2024 |
|
|
- |
|
|
|
- |
|
|
|
200,000 |
|
|
|
151,023 |
|
|
Unsecured senior notes |
|
c |
|
USD |
|
2.89% - 5.64% |
|
|
2026- 2038 |
|
|
255,000 |
|
|
|
254,631 |
|
|
|
255,000 |
|
|
|
254,376 |
|
|
Unsecured senior notes |
|
c |
|
USD |
|
3.15% - 3.50% |
|
|
2029- 2036 |
|
|
500,000 |
|
|
|
499,273 |
|
|
|
500,000 |
|
|
|
499,100 |
|
|
Unsecured senior notes |
|
c |
|
USD |
|
2.87% - 3.55% |
|
|
2029- 2034 |
|
|
200,000 |
|
|
|
199,719 |
|
|
|
200,000 |
|
|
|
199,665 |
|
|
Unsecured senior notes |
|
c |
|
USD |
|
3.50% - 3.80% |
|
|
2032- 2037 |
|
|
200,000 |
|
|
|
199,846 |
|
|
|
200,000 |
|
|
|
199,808 |
|
|
Unsecured senior notes |
|
c |
|
USD |
|
6.27%- 7.11% |
|
|
2028- 2043 |
|
|
500,000 |
|
|
|
499,273 |
|
|
|
500,000 |
|
|
|
499,100 |
|
|
Conditional sales contracts |
|
d |
|
Mainly CAD |
|
1.45% - 7.40% |
|
|
2025-2027 |
|
|
390,766 |
|
|
|
271,139 |
|
|
|
71,847 |
|
|
|
54,252 |
|
|
Other long-term debt |
|
|
|
USD |
|
|
3.04 |
% |
|
2027 |
|
|
4,337 |
|
|
|
4,337 |
|
|
|
4,692 |
|
|
|
4,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,402,881 |
|
|
|
|
1,884,182 |
|
|||||||
The table below summarizes changes to the long-term debt:
|
|
Note |
|
|
2024 |
|
|
2023 |
|
|||
Balance at beginning of year |
|
|
|
|
|
1,884,182 |
|
|
|
1,315,757 |
|
|
Proceeds from long-term debt |
|
|
|
|
|
500,000 |
|
|
|
575,000 |
|
|
Business combinations |
|
|
5 |
|
|
|
314,670 |
|
|
|
4,808 |
|
Repayment of long-term debt |
|
|
|
|
|
(536,700 |
) |
|
|
(41,371 |
) |
|
Net increase in revolving facilities |
|
|
|
|
|
261,783 |
|
|
|
25,242 |
|
|
Amortization of deferred financing fees |
|
|
|
|
|
2,170 |
|
|
|
1,337 |
|
|
Effect of movements in exchange rates |
|
|
|
|
|
(159,433 |
) |
|
|
41,322 |
|
|
Effect of movements in exchange rates - debt |
|
|
|
|
|
|
|
|
|
|||
designated as net investment hedge |
|
|
|
|
|
136,209 |
|
|
|
(37,913 |
) |
|
Balance at end of year |
|
|
|
|
|
2,402,881 |
|
|
|
1,884,182 |
|
|
On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility is 1.65% at December 31, 2024. Deferred financing fees of $1.3 million were recognized on the increase. The amendment also includes the adoption of the Canadian Interest Rate Benchmark Reform, resulting in the replacement of the banker’s acceptance rate in Canada with the Canadian Overnight Repo Rate Average (CORRA), a measure of the cost of overnight general collateral funding in Canadian Dollars using Government of Canada treasury bills and bonds as collateral for repurchase transactions.
│28
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The change did not have a material impact on the Group’s financial statements.
During the year ended December 31, 2024, the Group repaid, without penalty, $300 million of its term loan.
The revolving credit facility is unsecured and can be extended annually. The Group’s revolving facilities have a total size of $904.9 million (December 31, 2023 - $951.4 million). The agreement provides an additional $175.0 million of credit availability (CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated revolving credit agreement. As of December 31, 2024, the credit facility’s interest rate on CAD denominated debt was 5.10% (2023 – 6.58%) and on USD denominated debt was 6.83% (2023 – 6.60%).
The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. The Group was in compliance with these financial covenants at year-end (see note 25(f)).
The unsecured debenture has matured in December 2024 and was carrying an interest rate between 3.32% and 4.22% (2023 – 3.32% to 4.22%) depending on certain ratios. As of December 31, 2023, the debenture’s effective rate was 3.32%.
This loan takes the form of senior notes each carrying an interest rate and maturity date as detailed in the table above. These notes may be prepaid at any time prior to maturity date, in part or in total, at 100% of the principal amount and the make-whole amount determined at the prepayment date with respect to such principal amount.
On October 13, 2023, the Company received $500 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of five tranches, with terms from 5 to 20 years and bearing fixed interest rates between 6.27% and 7.11%. Deferred financing fees of $1.2 million were recognized as a result of the transaction.
On August 21, 2023, the Company received $75 million in proceeds from the issuance of new debts taking the form of unsecured senior notes consisting of two tranches, $50 million and $25 million, maturing on August 19, 2035 and 2038, bearing fixed interest rates of 5.56% and 5.64%, respectively. Deferred financing fees of $0.1 million were recognized as a result of the transaction.
The debt issuances described above are subject to certain covenants regarding the maintenance of financial ratios. The Group was in compliance with these covenants at year-end (see note 25(f)).
Conditional sales contracts are secured by certain rolling stock having a carrying value of $246.1 million (December 31, 2023 - $89.6 million,) (see note 8).
|
|
Less than |
|
|
1 to 5 |
|
|
More than |
|
|
|
|
||||
|
|
1 year |
|
|
years |
|
|
5 years |
|
|
Total |
|
||||
Unsecured revolving facilities |
|
|
- |
|
|
|
276,040 |
|
|
|
- |
|
|
|
276,040 |
|
Unsecured term loan |
|
|
- |
|
|
|
200,000 |
|
|
|
- |
|
|
|
200,000 |
|
Unsecured senior notes |
|
|
- |
|
|
|
665,000 |
|
|
|
990,000 |
|
|
|
1,655,000 |
|
Conditional sales contracts |
|
|
93,087 |
|
|
|
175,327 |
|
|
|
2,726 |
|
|
|
271,140 |
|
Other long-term debt |
|
|
366 |
|
|
|
3,971 |
|
|
|
- |
|
|
|
4,337 |
|
|
|
|
93,453 |
|
|
|
1,320,338 |
|
|
|
992,726 |
|
|
|
2,406,517 |
|
|
|
As at |
|
|
As at |
|
||
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
Current portion of lease liabilities |
|
|
152,449 |
|
|
|
127,397 |
|
Long-term portion of lease liabilities |
|
|
421,213 |
|
|
|
332,761 |
|
|
|
|
573,662 |
|
|
|
460,158 |
|
│29
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The table below summarizes changes to the lease liabilities:
|
|
|
|
|
2024 |
|
|
2023 |
|
|||
Balance at beginning of year |
|
|
|
|
|
460,158 |
|
|
|
413,039 |
|
|
Business combinations |
|
|
5 |
|
|
|
116,837 |
|
|
|
30,994 |
|
Additions |
|
|
|
|
|
208,028 |
|
|
|
155,218 |
|
|
Derecognition* |
|
|
|
|
|
(15,625 |
) |
|
|
(18,635 |
) |
|
Repayment |
|
|
|
|
|
(165,350 |
) |
|
|
(128,107 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
(30,386 |
) |
|
|
7,649 |
|
|
Balance at end of year |
|
|
|
|
|
573,662 |
|
|
|
460,158 |
|
|
* Derecognized lease liabilities include negotiated asset purchases and extinguishments resulting from accidents.
The incremental borrowing rate used on average for 2024 is 5.17% (2023 – 5.44%).
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 $7.3 million (2023 – $7.9 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 $441.2 million (2023 - $375.0 million).
The Group does not have a significant exposure to termination options and penalties.
Variable lease payments
Some leases contain variable lease payments which are not included in the measurement of the lease liability. These payments include, amongst others, common area maintenance fees, municipal taxes and vehicle maintenance fees. The expense related to variable lease payments for the year ended December 31, 2024 was $26.2 million (2023 - $21.9 million).
Sub-leases
The Group sub-leases some of its properties. Income from sub-leasing right-of-use assets for the year ended December 31, 2024 was $21.1 million (2023 - $15.7 million), presented in “Other operating expenses”.
Contractual cash flows
The total contractual cash flow maturities of the Group’s lease liabilities are as follows:
|
|
As at |
|
|
|
|
December 31, 2024 |
|
|
Less than 1 year |
|
|
176,039 |
|
Between 1 and 5 years |
|
|
361,122 |
|
More than 5 years |
|
|
117,573 |
|
|
|
|
654,734 |
|
For the year ended December 31, 2024, lease expenses of $41.3 million (2023 – $36.8 million) were recognized in the consolidated statement of income for leases that either did not meet the definition of a lease under IFRS 16, or were excluded based on practical expedients applied.
TFI International pension plans
The Group sponsors defined benefit pension plans for 1 of its employees (2023 – 1).
│30
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The plan is within Canada and includes one unregistered plan. The last pension benefits were paid in 2023 for all the defined benefit pension plans but one. The defined benefit plans are no longer offered to employees. Therefore, the future obligation will only vary by actuarial re-measurements.
The Group measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most recent actuarial valuation of the pension plans for funding purposes was as of December 31, 2023 and the next required valuation will be as of December 31, 2024.
TForce Freight pension plans
The pension plans have ongoing benefit accruals and new employees that are eligible to participate in the plans once they satisfy the participation requirements. The pension plans include 6,124 active participants (2023 - 6,895).
The plans do not have recurring contributions for employees. These plans are still required to fund past service costs and are fully funded by the Group. The Group measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most recent actuarial valuation of the pension plans for funding purposes was as of December 31, 2023 and the next required valuation will be as of December 31, 2024.
Information in the tables that follow pertains to all of the Group’s defined benefit pension plans.
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
TFI |
|
|
TForce |
|
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
||||||
|
|
International |
|
|
Freight |
|
|
|
|
|
International |
|
|
Freight |
|
|
|
|
||||||
|
|
pension |
|
|
pension |
|
|
|
|
|
pension |
|
|
pension |
|
|
|
|
||||||
|
|
plans |
|
|
plans |
|
|
Total |
|
|
plans |
|
|
plans |
|
|
Total |
|
||||||
Defined benefit obligation |
|
|
14,938 |
|
|
|
252,863 |
|
|
|
267,801 |
|
|
|
13,999 |
|
|
|
212,373 |
|
|
|
226,372 |
|
Fair value of plan assets |
|
|
(366 |
) |
|
|
(196,979 |
) |
|
|
(197,345 |
) |
|
|
(200 |
) |
|
|
(172,941 |
) |
|
|
(173,141 |
) |
Net defined benefit liability (asset) |
|
|
14,572 |
|
|
|
55,884 |
|
|
|
70,456 |
|
|
|
13,799 |
|
|
|
39,432 |
|
|
|
53,231 |
|
Plan assets comprise:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
TFI International pension plans |
|
|
|
|
|
|
||
Equity securities |
|
|
0 |
% |
|
|
14 |
% |
Other |
|
|
100 |
% |
|
|
86 |
% |
TForce Freight pension plans |
|
|
|
|
|
|
||
Equity securities |
|
|
95 |
% |
|
|
95 |
% |
Debt securities |
|
|
5 |
% |
|
|
5 |
% |
All equity and debt securities have quoted prices in active markets. Debt securities are held through mutual funds and primarily hold investments with ratings of AAA, AA or A, based on Moody’s ratings.
Movement in the present value of the accrued benefit obligation for defined benefit plans:
|
|
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
||||||
|
|
|
|
International |
|
|
Freight |
|
|
|
|
|
International |
|
|
Freight |
|
|
|
|
||||||
|
|
|
|
pension |
|
|
pension |
|
|
|
|
|
pension |
|
|
pension |
|
|
|
|
||||||
|
|
plans |
|
|
plans |
|
|
Total |
|
|
plans |
|
|
plans |
|
|
Total |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Defined benefit obligation, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of year |
|
|
|
|
13,999 |
|
|
|
212,373 |
|
|
|
226,372 |
|
|
|
20,189 |
|
|
|
144,110 |
|
|
|
164,299 |
|
Current service cost |
|
|
|
|
474 |
|
|
|
55,749 |
|
|
|
56,223 |
|
|
|
382 |
|
|
|
58,155 |
|
|
|
58,537 |
|
Interest cost |
|
|
|
|
638 |
|
|
|
11,007 |
|
|
|
11,645 |
|
|
|
787 |
|
|
|
7,342 |
|
|
|
8,129 |
|
Benefits paid |
|
|
|
|
- |
|
|
|
(2,749 |
) |
|
|
(2,749 |
) |
|
|
(10,139 |
) |
|
|
(3,832 |
) |
|
|
(13,971 |
) |
Remeasurement loss (gain) arising from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
- Demographic |
|
|
|
|
- |
|
|
|
3,143 |
|
|
|
3,143 |
|
|
|
- |
|
|
|
1,017 |
|
|
|
1,017 |
|
- Financial assumptions |
|
|
|
|
141 |
|
|
|
(29,522 |
) |
|
|
(29,381 |
) |
|
|
566 |
|
|
|
7,303 |
|
|
|
7,869 |
|
- Experience |
|
|
|
|
839 |
|
|
|
2,865 |
|
|
|
3,704 |
|
|
|
1,849 |
|
|
|
(1,760 |
) |
|
|
89 |
|
Settlement |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
28 |
|
|
|
29 |
|
|
|
57 |
|
Effect of movements in exchange rates |
|
(1,153 |
) |
|
|
(3 |
) |
|
|
(1,156 |
) |
|
|
337 |
|
|
|
9 |
|
|
|
346 |
|
|||
Defined benefit obligation, end of year |
|
14,938 |
|
|
|
252,863 |
|
|
|
267,801 |
|
|
|
13,999 |
|
|
|
212,373 |
|
|
|
226,372 |
|
|||
│31
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Movement in the fair value of plan assets for defined benefit plans:
|
|
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
||||||
|
|
|
|
International |
|
|
Freight |
|
|
|
|
|
International |
|
|
Freight |
|
|
|
|
||||||
|
|
|
|
pension |
|
|
pension |
|
|
|
|
|
pension |
|
|
pension |
|
|
|
|
||||||
|
|
plans |
|
|
plans |
|
|
Total |
|
|
plans |
|
|
plans |
|
|
Total |
|
||||||||
Fair value of plan assets, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of year |
|
|
|
|
200 |
|
|
|
172,941 |
|
|
|
173,141 |
|
|
|
10,214 |
|
|
|
158,444 |
|
|
|
168,658 |
|
Interest income |
|
|
|
|
8 |
|
|
|
9,035 |
|
|
|
9,043 |
|
|
|
250 |
|
|
|
8,124 |
|
|
|
8,374 |
|
Employer contributions |
|
|
|
|
(16 |
) |
|
|
20,000 |
|
|
|
19,984 |
|
|
|
37 |
|
|
|
- |
|
|
|
37 |
|
Benefits paid |
|
|
|
|
- |
|
|
|
(2,749 |
) |
|
|
(2,749 |
) |
|
|
(10,139 |
) |
|
|
(3,832 |
) |
|
|
(13,971 |
) |
Fair value remeasurement |
|
|
|
|
193 |
|
|
|
(232 |
) |
|
|
(39 |
) |
|
|
(165 |
) |
|
|
11,816 |
|
|
|
11,651 |
|
Plan administration expenses |
|
|
|
|
- |
|
|
|
(1,981 |
) |
|
|
(1,981 |
) |
|
|
(44 |
) |
|
|
(1,623 |
) |
|
|
(1,667 |
) |
Effect of movements in exchange rates |
|
|
(19 |
) |
|
|
(35 |
) |
|
|
(54 |
) |
|
|
47 |
|
|
|
12 |
|
|
|
59 |
|
||
Fair value of plan assets, end of year |
|
366 |
|
|
|
196,979 |
|
|
|
197,345 |
|
|
|
200 |
|
|
|
172,941 |
|
|
|
173,141 |
|
|||
Expense recognized in income or loss:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
TFI |
|
|
TForce |
|
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
||||||
|
|
International |
|
|
Freight |
|
|
|
|
|
International |
|
|
Freight |
|
|
|
|
||||||
|
|
pension |
|
|
pension |
|
|
|
|
|
pension |
|
|
pension |
|
|
|
|
||||||
|
|
plans |
|
|
plans |
|
|
Total |
|
|
plans |
|
|
plans |
|
|
Total |
|
||||||
Current service cost |
|
|
474 |
|
|
|
55,749 |
|
|
|
56,223 |
|
|
|
382 |
|
|
|
58,155 |
|
|
|
58,537 |
|
Net interest cost |
|
|
630 |
|
|
|
1,972 |
|
|
|
2,602 |
|
|
|
537 |
|
|
|
(782 |
) |
|
|
(245 |
) |
Plan administration expenses |
|
|
- |
|
|
|
1,981 |
|
|
|
1,981 |
|
|
|
44 |
|
|
|
1,623 |
|
|
|
1,667 |
|
Net settlement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
28 |
|
|
|
29 |
|
|
|
57 |
|
Pension expense |
|
|
1,104 |
|
|
|
59,702 |
|
|
|
60,806 |
|
|
|
991 |
|
|
|
59,025 |
|
|
|
60,016 |
|
Actual return on plan assets |
|
|
201 |
|
|
|
8,803 |
|
|
|
9,004 |
|
|
|
85 |
|
|
|
19,940 |
|
|
|
20,025 |
|
Actuarial losses recognized in other comprehensive income:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
TFI |
|
|
TForce |
|
|
|
|
|
TFI |
|
|
TForce |
|
|
|
|
||||||
|
|
International |
|
|
Freight |
|
|
|
|
|
International |
|
|
Freight |
|
|
|
|
||||||
|
|
pension |
|
|
pension |
|
|
|
|
|
pension |
|
|
pension |
|
|
|
|
||||||
|
|
plans |
|
|
plans |
|
|
Total |
|
|
plans |
|
|
plans |
|
|
Total |
|
||||||
Amount accumulated in retained |
|
|
11,451 |
|
|
|
(80,494 |
) |
|
|
(69,043 |
) |
|
|
8,871 |
|
|
|
(75,238 |
) |
|
|
(66,367 |
) |
earnings, beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Recognized during the year |
|
|
787 |
|
|
|
(23,282 |
) |
|
|
(22,495 |
) |
|
|
2,580 |
|
|
|
(5,256 |
) |
|
|
(2,676 |
) |
Amount accumulated in retained |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
earnings, end of year |
|
|
12,238 |
|
|
|
(103,776 |
) |
|
|
(91,538 |
) |
|
|
11,451 |
|
|
|
(80,494 |
) |
|
|
(69,043 |
) |
Recognized during the year, net of tax |
|
|
580 |
|
|
|
(17,389 |
) |
|
|
(16,809 |
) |
|
|
1,902 |
|
|
|
(3,918 |
) |
|
|
(2,016 |
) |
The significant actuarial assumptions used (expressed as weighted average):
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
TFI |
|
|
TForce |
|
|
TFI |
|
|
TForce |
|
||||
|
|
International |
|
|
Freight |
|
|
International |
|
|
Freight |
|
||||
|
|
pension |
|
|
pension |
|
|
pension |
|
|
pension |
|
||||
|
|
plans |
|
|
plans |
|
|
plans |
|
|
plans |
|
||||
Defined benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate at |
|
|
4.7 |
% |
|
|
5.7 |
% |
|
|
4.8 |
% |
|
|
5.0 |
% |
Future salary increases |
|
N/A |
|
|
|
2.0 |
% |
|
|
3.0 |
% |
|
|
2.0 |
% |
|
Employee benefit expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate at |
|
|
5.0 |
% |
|
|
5.7 |
% |
|
|
5.0 |
% |
|
|
5.0 |
% |
Rate of return on plan assets at |
|
|
5.0 |
% |
|
|
5.7 |
% |
|
|
5.0 |
% |
|
|
5.0 |
% |
Future salary increases |
|
N/A |
|
|
|
2.0 |
% |
|
|
3.0 |
% |
|
|
2.0 |
% |
|
│32
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the value of the liabilities in the defined benefit plans are as follows:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
TFI |
|
|
TForce |
|
|
TFI |
|
|
TForce |
|
||||
|
|
International |
|
|
Freight |
|
|
International |
|
|
Freight |
|
||||
|
|
pension |
|
|
pension |
|
|
pension |
|
|
pension |
|
||||
|
|
plans |
|
|
plans |
|
|
plans |
|
|
plans |
|
||||
Longevity at age 65 for current pensioners |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Males |
|
|
22.4 |
|
|
|
19.9 |
|
|
|
22.3 |
|
|
|
19.1 |
|
Females |
|
|
25.0 |
|
|
|
21.9 |
|
|
|
25.0 |
|
|
|
22.0 |
|
Longevity at age 65 for current members aged 45 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Males |
|
|
23.8 |
|
|
|
21.5 |
|
|
|
23.8 |
|
|
|
20.6 |
|
Females |
|
|
26.4 |
|
|
|
23.4 |
|
|
|
26.3 |
|
|
|
23.4 |
|
At December 31, 2024 the weighted average duration of the defined benefit obligation was:
TFI International pension plans |
|
|
9.5 |
|
TForce Freight pension plans |
|
|
16.3 |
|
The following table presents the impact of changes of major assumptions on the defined benefit obligation for the years ended:
|
|
2024 |
|
|
2023 |
|
||||||||||
|
|
Increase |
|
|
Decrease |
|
|
Increase |
|
|
Decrease |
|
||||
Discount rate (1% movement) |
|
|
(38,006 |
) |
|
|
48,004 |
|
|
|
(34,520 |
) |
|
|
44,102 |
|
Historical information:
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Defined benefit obligation |
|
|
267,801 |
|
|
|
226,372 |
|
|
|
164,299 |
|
|
|
160,780 |
|
|
|
35,529 |
|
Fair value of plan assets |
|
|
(197,345 |
) |
|
|
(173,141 |
) |
|
|
(168,658 |
) |
|
|
(93,903 |
) |
|
|
(21,147 |
) |
Deficit (surplus) in the plans |
|
|
70,456 |
|
|
|
53,231 |
|
|
|
(4,359 |
) |
|
|
66,877 |
|
|
|
14,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Experience adjustments arising on plan obligations |
|
|
(22,534 |
) |
|
|
8,975 |
|
|
|
(112,739 |
) |
|
|
5,823 |
|
|
|
3,220 |
|
Experience adjustments arising on plan assets |
|
|
(39 |
) |
|
|
11,651 |
|
|
|
(27,473 |
) |
|
|
310 |
|
|
|
1,129 |
|
The Group expects contributions of $84.8 million to be paid to its defined benefit plans in 2025.
Contributions to multi-employer plans
Pursuant to the terms of the purchase agreement for JHT, the Group participates in, under collective bargaining agreements, three multi-employer benefit plans named :
The Groups contribution under the plans were expensed as incurred and totaled $10.0 million in 2024 (2023 - $3.5 million).
│33
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
|
|
|
|
|
Self-insurance |
|
|
Other |
|
|
Total |
|
||||
Balance at December 31, 2022 |
|
|
|
|
|
96,251 |
|
|
|
79,388 |
|
|
|
175,639 |
|
|
Additions through business combinations |
|
|
5 |
|
|
|
16,364 |
|
|
|
3,555 |
|
|
|
19,919 |
|
Provisions made during the year |
|
|
|
|
|
159,276 |
|
|
|
12,937 |
|
|
|
172,213 |
|
|
Provisions used during the year |
|
|
|
|
|
(129,089 |
) |
|
|
(52,637 |
) |
|
|
(181,726 |
) |
|
Provisions reversed during the year |
|
|
|
|
|
(16,705 |
) |
|
|
(7,080 |
) |
|
|
(23,785 |
) |
|
Unwind of discount on long-term provisions |
|
|
|
|
|
(2,666 |
) |
|
|
- |
|
|
|
(2,666 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
214 |
|
|
|
92 |
|
|
|
306 |
|
|
Balance at December 31, 2023 |
|
|
|
|
|
123,645 |
|
|
|
36,255 |
|
|
|
159,900 |
|
|
Additions through business combinations |
|
|
5 |
|
|
|
51,813 |
|
|
|
6,110 |
|
|
|
57,923 |
|
Provisions made during the year |
|
|
|
|
|
141,645 |
|
|
|
32,704 |
|
|
|
174,349 |
|
|
Provisions used during the year |
|
|
|
|
|
(104,716 |
) |
|
|
(40,188 |
) |
|
|
(144,904 |
) |
|
Provisions reversed during the year |
|
|
|
|
|
(14,553 |
) |
|
|
(1,370 |
) |
|
|
(15,923 |
) |
|
Unwind of discount on long-term provisions |
|
|
|
|
|
(550 |
) |
|
|
- |
|
|
|
(550 |
) |
|
Effect of movements in exchange rates |
|
|
|
|
|
(938 |
) |
|
|
(174 |
) |
|
|
(1,112 |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
196,346 |
|
|
|
33,337 |
|
|
|
229,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current provisions |
|
|
|
|
|
71,894 |
|
|
|
15,678 |
|
|
|
87,572 |
|
|
Non-current provisions |
|
|
|
|
|
124,452 |
|
|
|
17,659 |
|
|
|
142,111 |
|
|
|
|
|
|
|
|
196,346 |
|
|
|
33,337 |
|
|
|
229,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current provisions |
|
|
|
|
|
46,940 |
|
|
|
19,625 |
|
|
|
66,565 |
|
|
Non-current provisions |
|
|
|
|
|
76,705 |
|
|
|
16,630 |
|
|
|
93,335 |
|
|
|
|
|
|
|
|
123,645 |
|
|
|
36,255 |
|
|
|
159,900 |
|
|
Self-insurance provisions represent the uninsured portion of outstanding claims at year-end. The current portion reflects the amount expected to be paid in the following year. Due to the long-term nature of the liability, the provision has been calculated using a discount rate of 4.38% (2023 – 3.84%). Other provisions include mainly litigation provisions of $17.7 million (2023 - $16.6 million) and environmental remediation liabilities of $3.5 million (2023 - $9.7 million). Litigation provisions contain various pending claims for which management used judgement and assumptions about future events. The outcomes will depend on future claim developments.
|
|
December 31, |
|
|
December 31, |
|
||
Property and equipment |
|
|
(467,144 |
) |
|
|
(382,208 |
) |
Intangible assets |
|
|
(163,616 |
) |
|
|
(127,547 |
) |
Right-of-use assets |
|
|
9,414 |
|
|
|
8,600 |
|
Employee benefits |
|
|
26,324 |
|
|
|
26,510 |
|
Provisions |
|
|
77,814 |
|
|
|
51,458 |
|
Tax losses |
|
|
8,380 |
|
|
|
10,054 |
|
Other |
|
|
1,307 |
|
|
|
506 |
|
Net deferred tax liabilities |
|
|
(507,521 |
) |
|
|
(412,627 |
) |
Presented as: |
|
|
|
|
|
|
||
Deferred tax assets |
|
|
13,724 |
|
|
|
20,615 |
|
Deferred tax liabilities |
|
|
(521,245 |
) |
|
|
(433,242 |
) |
│34
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Movement in temporary differences during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Balance |
|
|
Recognized |
|
|
Recognized |
|
|
Acquired |
|
|
Balance |
|
|||||
|
|
December 31, |
|
|
in income |
|
|
directly |
|
|
in business |
|
|
December 31, |
|
|||||
|
|
2023 |
|
|
or loss |
|
|
in equity |
|
|
combinations |
|
|
2024 |
|
|||||
Property and equipment |
|
|
(382,208 |
) |
|
|
26,249 |
|
|
|
7,383 |
|
|
|
(118,568 |
) |
|
|
(467,144 |
) |
Intangible assets |
|
|
(127,547 |
) |
|
|
10,318 |
|
|
|
1,476 |
|
|
|
(47,863 |
) |
|
|
(163,616 |
) |
Long-term debt |
|
|
8,600 |
|
|
|
1,190 |
|
|
|
(415 |
) |
|
|
39 |
|
|
|
9,414 |
|
Employee benefits |
|
|
26,510 |
|
|
|
8,591 |
|
|
|
(8,777 |
) |
|
|
- |
|
|
|
26,324 |
|
Provisions |
|
|
51,458 |
|
|
|
(957 |
) |
|
|
1,983 |
|
|
|
25,330 |
|
|
|
77,814 |
|
Tax losses |
|
|
10,054 |
|
|
|
(1,624 |
) |
|
|
(705 |
) |
|
|
655 |
|
|
|
8,380 |
|
Other |
|
|
506 |
|
|
|
(866 |
) |
|
|
1,667 |
|
|
|
- |
|
|
|
1,307 |
|
Net deferred tax liabilities |
|
|
(412,627 |
) |
|
|
42,901 |
|
|
|
2,612 |
|
|
|
(140,407 |
) |
|
|
(507,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Balance |
|
|
Recognized |
|
|
Recognized |
|
|
Acquired |
|
|
Balance |
|
|||||
|
|
December 31, |
|
|
in income |
|
|
directly |
|
|
in business |
|
|
December 31, |
|
|||||
|
|
2022 |
|
|
or loss |
|
|
in equity |
|
|
combinations |
|
|
2023 |
|
|||||
Property and equipment |
|
|
(360,111 |
) |
|
|
8,637 |
|
|
|
(3,233 |
) |
|
|
(27,501 |
) |
|
|
(382,208 |
) |
Intangible assets |
|
|
(72,032 |
) |
|
|
10,870 |
|
|
|
(798 |
) |
|
|
(65,587 |
) |
|
|
(127,547 |
) |
Long-term debt |
|
|
7,497 |
|
|
|
660 |
|
|
|
443 |
|
|
|
- |
|
|
|
8,600 |
|
Employee benefits |
|
|
23,111 |
|
|
|
5,119 |
|
|
|
(1,720 |
) |
|
|
- |
|
|
|
26,510 |
|
Provisions |
|
|
53,818 |
|
|
|
(5,399 |
) |
|
|
(2,303 |
) |
|
|
5,342 |
|
|
|
51,458 |
|
Tax losses |
|
|
5,686 |
|
|
|
2,953 |
|
|
|
1,411 |
|
|
|
4 |
|
|
|
10,054 |
|
Other |
|
|
892 |
|
|
|
(396 |
) |
|
|
10 |
|
|
|
- |
|
|
|
506 |
|
Net deferred tax liabilities |
|
|
(341,139 |
) |
|
|
22,444 |
|
|
|
(6,190 |
) |
|
|
(87,742 |
) |
|
|
(412,627 |
) |
As at December 31, 2024, the Company had $148.0 million in capital losses for which no deferred tax assets has been recognized. These capital losses can be carried forward indefinitely but can only be used against future taxable capital gains. Additionally, as at December 31, 2024, no deferred tax liability was recognized for temporary differences arising from investments in subsidiaries because the Company controls the decisions affecting the realization of such liabilities and it is probable that the temporary differences will not reverse in the foreseeable future.
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.
The common shares entitle the holders thereof to one vote per share. The holders of the common shares are entitled to receive dividends as declared from time to time. Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Company, the holders of the common shares are entitled to receive the remaining property of the Company upon its dissolution, liquidation or winding-up.
The following table summarizes the number of common shares issued:
(in number of shares) |
|
Note |
|
|
2024 |
|
|
2023 |
|
|||
Balance, beginning of year |
|
|
|
|
|
84,441,733 |
|
|
|
86,539,559 |
|
|
Repurchase and cancellation of own shares |
|
|
|
|
|
(545,305 |
) |
|
|
(2,609,900 |
) |
|
Stock options exercised |
|
|
20 |
|
|
|
512,009 |
|
|
|
512,074 |
|
Balance, end of period |
|
|
|
|
|
84,408,437 |
|
|
|
84,441,733 |
|
|
│35
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The following table summarizes the share capital issued and fully paid:
|
|
2024 |
|
|
2023 |
|
||
Balance, beginning of year |
|
|
1,107,290 |
|
|
|
1,089,229 |
|
Repurchase and cancellation of own shares |
|
|
(5,929 |
) |
|
|
(28,303 |
) |
Cash consideration of stock options exercised |
|
|
13,523 |
|
|
|
12,777 |
|
Ascribed value credited to share capital on stock options exercised, net of tax |
|
|
2,985 |
|
|
|
4,402 |
|
Issuance of shares on settlement of RSUs and PSUs, net of tax |
|
|
17,631 |
|
|
|
29,185 |
|
Balance, end of year |
|
|
1,135,500 |
|
|
|
1,107,290 |
|
Pursuant to the normal course issuer bid (“NCIB”) which began on November 2, 2024 and ends on November 1, 2025, the Company is authorized to repurchase for cancellation up to a maximum of 7,918,102 of its common shares under certain conditions. As at December 31, 2024, and since the inception of this NCIB, the Company has repurchased and cancelled 295,205 shares.
During 2024, the Company repurchased 545,305 common shares at a weighted average price of $140.50 per share for a total purchase price of $76.6 million relating to the current and prior NCIB. During 2023, the Company repurchased 2,609,900 common shares at a weighted average price of $110.36 per share for a total purchase price of $288.0 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 $70.7 million (2023 – $259.7 million) was charged to retained earnings as share repurchase premium.
Dividends
In 2024, the Company declared quarterly dividends amounting to a total of $1.65 per outstanding common share when the dividend was declared (2023 – $1.45) for a total of $139.5 million (2023 - $124.3 million). On February 15, 2025, the Board of Directors approved a quarterly dividend of $0.45 per outstanding common share of the Company’s capital, for an expected aggregate payment of $37.9 million to be paid on April 15, 2025 to shareholders of record at the close of business on March 31, 2025.
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) |
|
2024 |
|
|
2023 |
|
||
Net income |
|
|
422,484 |
|
|
|
504,877 |
|
Issued common shares, beginning of period |
|
|
84,441,733 |
|
|
|
86,539,559 |
|
Effect of stock options exercised |
|
|
285,606 |
|
|
|
340,802 |
|
Effect of repurchase of own shares |
|
|
(175,763 |
) |
|
|
(972,615 |
) |
Weighted average number of common shares |
|
|
84,551,576 |
|
|
|
85,907,746 |
|
|
|
|
|
|
|
|
||
Earnings per share – basic (in dollars) |
|
|
5.00 |
|
|
|
5.88 |
|
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) |
|
2024 |
|
|
2023 |
|
||
Net income |
|
|
422,484 |
|
|
|
504,877 |
|
Weighted average number of common shares |
|
|
84,551,576 |
|
|
|
85,907,746 |
|
Dilutive effect: |
|
|
|
|
|
|
||
Stock options, restricted share units |
|
|
|
|
|
|
||
and performance share units |
|
|
691,532 |
|
|
|
1,147,023 |
|
Weighted average number of diluted common shares |
|
|
85,243,108 |
|
|
|
87,054,769 |
|
|
|
|
|
|
|
|
||
Earnings per share - diluted (in dollars) |
|
|
4.96 |
|
|
|
5.80 |
|
As at December 31, 2024, no stock options were excluded from the calculation of diluted earnings per share (2023 – nil) as none 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.
│36
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
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) |
|
|
|
|
2024 |
|
|
|
|
|
2023 |
|
||||
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
||||
|
|
Number |
|
|
average |
|
|
Number |
|
|
average |
|
||||
|
|
of |
|
|
exercise |
|
|
of |
|
|
exercise |
|
||||
|
|
options |
|
|
price |
|
|
options |
|
|
price |
|
||||
Balance, beginning of year |
|
|
790 |
|
|
|
29.17 |
|
|
|
1,302 |
|
|
|
27.89 |
|
Exercised |
|
|
(512 |
) |
|
|
27.93 |
|
|
|
(512 |
) |
|
|
25.92 |
|
Balance, end of year |
|
|
278 |
|
|
|
31.44 |
|
|
|
790 |
|
|
|
29.17 |
|
Options exercisable, end of year |
|
278 |
|
|
|
31.44 |
|
|
|
790 |
|
|
|
29.17 |
|
|
The following table summarizes information about stock options outstanding and exercisable at December 31, 2024:
(in thousands of options and in dollars) |
|
Options outstanding and exercisable |
|
||||||||
|
|
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
|
|
average |
|
|||
|
|
|
|
Number |
|
|
remaining |
|
|||
|
|
|
|
of |
|
|
contractual life |
|
|||
Exercise prices |
|
options |
|
|
(in years) |
|
|||||
|
23.70 |
|
|
|
|
6 |
|
|
|
0.1 |
|
|
30.71 |
|
|
|
|
246 |
|
|
|
1.2 |
|
|
40.41 |
|
|
|
|
26 |
|
|
|
2.6 |
|
|
|
|
|
|
278 |
|
|
|
1.3 |
|
|
Of the options outstanding at December 31, 2024, a total of 252,736 (2023 – 726,572) are held by key management personnel.
The weighted average share price at the date of exercise for stock options exercised in 2024 was $141.69 (2023 – $123.72).
In 2024, the Group recognized no compensation expense (2023 - $0.2 million).
No stock options were granted during 2024 and 2023 under the Company’s stock option plan.
Deferred share unit plan for board members (cash-settled)
In 2024, quarterly amounts are paid fully in cash to the board members on the 2nd Thursday following each quarter. Until December 31, 2023, in addition, an equity portion of compensation was awarded, comprised of restricted share units granted annually effective on the date of each Annual Meeting, with a vesting period of one year.
Until December 31, 2020, the Company offered a deferred share unit (“DSU”) plan for its board members. Under this plan, board members could 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) |
|
2024 |
|
|
2023 |
|
||
Balance, beginning of year |
|
|
- |
|
|
|
310,128 |
|
Paid |
|
|
- |
|
|
|
(313,312 |
) |
Forfeited |
|
|
- |
|
|
|
(170 |
) |
Dividends paid in units |
|
|
- |
|
|
|
3,354 |
|
Balance, end of year |
|
|
- |
|
|
|
- |
|
│37
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
For the year ended December 31, 2024, the Group recognized, as a result of the cash-settled director compensation plan, a compensation expense of $2.2 million (2023 - $1.1 million).
For the year ended December 31, 2023, in personnel expenses, the Group recognized a mark-to-market gain of $4.5 million on DSUs. As at December 31, 2023, the total carrying amount of liabilities for cash-settled arrangements recorded in trade and other payables was $2.9 million following the settlement of all outstanding DSUs in 2023 for a total cash settlement of $35.8 million, of which $2.9 million was paid at the end of 2024.
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. Each participant’s annual LTIP allocation is 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 are only subject to a time cliff vesting condition on the third anniversary of the award. The performance conditions attached to the PSUs are equally weighted between absolute earnings before interest and income tax 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 8, 2024, the Company granted a total of 45,850 RSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. 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 $135.00 per unit.
On February 6, 2023, the Company granted a total of 55,400 RSUs under the Company’s equity incentive plan of which 38,275 were granted to key management personnel. 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 $115.51 per unit.
On April 26, 2023, the Company granted a total of 7,632 RSUs under the Company’s equity incentive plan of which 7,632 were granted to the directors under the director compensation plan. 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 $117.85 per unit.
The table below summarizes changes to the outstanding RSUs:
(in thousands of RSUs and in dollars) |
|
|
|
|
2024 |
|
|
|
|
|
2023 |
|
||||
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
||||
|
|
Number |
|
|
average |
|
|
Number |
|
|
average |
|
||||
|
|
of |
|
|
grant date |
|
|
of |
|
|
grant date |
|
||||
|
|
RSUs |
|
|
fair value |
|
|
RSUs |
|
|
fair value |
|
||||
Balance, beginning of year |
|
|
192 |
|
|
|
93.62 |
|
|
|
272 |
|
|
|
58.33 |
|
Granted* |
|
|
51 |
|
|
|
137.21 |
|
|
|
63 |
|
|
|
115.81 |
|
Reinvested |
|
|
2 |
|
|
|
104.17 |
|
|
|
4 |
|
|
|
74.69 |
|
Settled |
|
|
(82 |
) |
|
|
77.79 |
|
|
|
(145 |
) |
|
|
36.87 |
|
Forfeited |
|
|
(5 |
) |
|
|
115.83 |
|
|
|
(2 |
) |
|
|
69.92 |
|
Balance, end of year |
|
|
158 |
|
|
|
115.34 |
|
|
|
192 |
|
|
|
93.62 |
|
* Granted RSUs include the conversion of units of Daseke employees (5,182 RSUs)
The following table summarizes information about RSUs outstanding as at December 31, 2024:
(in thousands of RSUs and in dollars) |
|
RSUs outstanding |
|
||||||||
|
|
|
|
|
|
|
Remaining |
|
|||
|
|
|
|
Number of |
|
|
contractual life |
|
|||
Grant date fair value |
|
RSUs |
|
|
(in years) |
|
|||||
|
98.27 |
|
|
|
55 |
|
|
|
0.1 |
|
|
|
157.51 |
|
|
|
2 |
|
|
|
1.0 |
|
|
|
115.51 |
|
|
|
54 |
|
|
|
1.1 |
|
|
|
157.51 |
|
|
|
1 |
|
|
|
1.2 |
|
|
|
135.00 |
|
|
|
45 |
|
|
|
2.1 |
|
|
|
|
|
|
|
158 |
|
|
|
1.0 |
|
|
│38
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The weighted average share price at the date of settlement of the other RSUs vested in 2024 was $134.64 (2023 – $115.13). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded RSUs, in the amount of $10.4 million (2023 – $18.3 million), was charged to retained earnings as share repurchase premium.
In 2024, the Group recognized, as a result of RSUs, a compensation expense of $6.2 million (2023 - $6.0 million) with a corresponding increase to contributed surplus.
Of the RSUs outstanding at December 31, 2024, a total of 103,872 (2023 – 116,368) are held by key management personnel.
Performance share units
On February 8, 2024, the Company granted a total of 45,850 PSUs under the Company’s equity incentive plan of which 30,842 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $156.17 per unit as at grant date and $151.44 per unit as at December 31, 2024.
On February 6, 2023, the Company granted a total of 55,400 PSUs under the Company’s equity incentive plan of which 38,275 were granted to key management personnel. The fair value of the PSUs is determined using a Monte Carlo simulation model for the TSR portion and using management’s estimates for the absolute earnings before interest and income tax portion. The estimates related to the absolute earnings before interest and income tax portion are revised during the vesting period and the cumulative amount recognized at each reporting date is based on the number of equity instruments for which service and non-market performance conditions are expected to be satisfied. The share-based compensation expense is recognized, through contributed surplus, over the vesting period. The fair value of the PSUs granted was $135.15 per unit as at grant date and $124.75 per unit as at December 31, 2024.
The table below summarizes changes to the outstanding PSUs:
(in thousands of PSUs and in dollars) |
|
|
|
|
2024 |
|
|
|
|
|
2023 |
|
||||
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
||||
|
|
Number |
|
|
average |
|
|
Number |
|
|
average |
|
||||
|
|
of |
|
|
grant date |
|
|
of |
|
|
grant date |
|
||||
|
|
PSUs |
|
|
fair value |
|
|
PSUs |
|
|
fair value |
|
||||
Balance, beginning of year |
|
|
184 |
|
|
|
106.17 |
|
|
|
261 |
|
|
|
62.87 |
|
Granted |
|
|
46 |
|
|
|
156.17 |
|
|
|
55 |
|
|
|
135.15 |
|
Reinvested |
|
|
1 |
|
|
|
106.72 |
|
|
|
4 |
|
|
|
84.93 |
|
Settled |
|
|
(135 |
) |
|
|
89.87 |
|
|
|
(267 |
) |
|
|
32.70 |
|
Added due to performance conditions |
|
|
64 |
|
|
|
89.87 |
|
|
|
134 |
|
|
|
32.93 |
|
Forfeited |
|
|
(5 |
) |
|
|
129.43 |
|
|
|
(3 |
) |
|
|
109.61 |
|
Balance, end of year |
|
|
155 |
|
|
|
127.72 |
|
|
|
184 |
|
|
|
106.17 |
|
The following table summarizes information about PSUs outstanding as at December 31, 2024:
(in thousands of PSUs and in dollars) |
|
PSUs outstanding |
|
||||||||
|
|
|
|
|
|
|
Remaining |
|
|||
|
|
|
|
Number of |
|
|
contractual life |
|
|||
Grant date fair value |
|
PSUs |
|
|
(in years) |
|
|||||
|
100.43 |
|
|
|
57 |
|
|
|
0.1 |
|
|
|
135.15 |
|
|
|
53 |
|
|
|
1.1 |
|
|
|
156.17 |
|
|
|
45 |
|
|
|
2.1 |
|
|
|
|
|
|
|
155 |
|
|
|
1.0 |
|
|
The weighted average share price at the date of settlement of the other PSUs vested in 2024 was $133.74 (2023 – $115.13). The excess of the purchase price paid to repurchase shares on the market over the carrying value of awarded PSUs, in the amount of $19.8 million, was charged to retained earnings as share repurchase premium (2023 – $36.8 million).
In 2024, the Group recognized, as a result of PSUs, a compensation expense of $4.9 million (2023 - $7.3 million) with a corresponding increase to contributed surplus.
│39
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Of the PSUs outstanding at December 31, 2024, a total of 103,872 (2023 – 116,368) are held by key management personnel.
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.
|
|
2024 |
|
|
2023 |
|
||
Independent contractors |
|
|
2,902,226 |
|
|
|
2,805,924 |
|
Vehicle operation expenses |
|
|
1,268,909 |
|
|
|
999,922 |
|
|
|
|
4,171,135 |
|
|
|
3,805,846 |
|
|
|
Note |
|
|
2024 |
|
|
2023 |
|
|||
Short-term employee benefits |
|
|
|
|
|
2,392,249 |
|
|
|
2,007,954 |
|
|
Contributions to defined contribution plans |
|
|
|
|
|
9,011 |
|
|
|
8,399 |
|
|
Current and past service costs related to defined benefit plans |
|
|
15 |
|
|
|
56,223 |
|
|
|
58,537 |
|
Termination benefits |
|
|
|
|
|
27,758 |
|
|
|
16,743 |
|
|
Equity-settled share-based payment transactions |
|
|
20 |
|
|
|
11,074 |
|
|
|
13,451 |
|
Cash-settled share-based payment transactions |
|
|
20 |
|
|
|
- |
|
|
|
4,538 |
|
|
|
|
|
|
|
2,496,315 |
|
|
|
2,109,622 |
|
|
Recognized in income or loss:
Costs (income) |
|
2024 |
|
|
2023 |
|
||
Interest expense on long-term debt and amortization |
|
|
|
|
|
|
||
of deferred financing fees |
|
|
127,062 |
|
|
|
59,432 |
|
Interest expense on lease liabilities |
|
|
24,904 |
|
|
|
16,042 |
|
Interest income |
|
|
(7,723 |
) |
|
|
(8,121 |
) |
Net change in fair value and accretion expense |
|
|
|
|
|
|
||
of contingent considerations |
|
|
(6,037 |
) |
|
|
165 |
|
Net foreign exchange loss (gain) |
|
|
3,786 |
|
|
|
(491 |
) |
Other financial expenses |
|
|
16,247 |
|
|
|
13,844 |
|
Net finance costs |
|
|
158,239 |
|
|
|
80,871 |
|
Presented as: |
|
|
|
|
|
|
||
Finance income |
|
|
(13,760 |
) |
|
|
(8,612 |
) |
Finance costs |
|
|
171,999 |
|
|
|
89,483 |
|
Income tax recognized in income or loss:
|
|
|
2024 |
|
|
|
2023 |
|
Current tax expense |
|
|
|
|
|
|
||
Current period |
|
|
179,142 |
|
|
|
192,388 |
|
Adjustment for prior periods |
|
|
1,998 |
|
|
|
1,943 |
|
|
|
|
181,140 |
|
|
|
194,331 |
|
Deferred tax expense (recovery) |
|
|
|
|
|
|
||
Origination and reversal of temporary differences |
|
|
(39,578 |
) |
|
|
(20,102 |
) |
Variation in tax rate |
|
|
(1,053 |
) |
|
|
1,551 |
|
Adjustment for prior periods |
|
|
(2,270 |
) |
|
|
(3,893 |
) |
|
|
|
(42,901 |
) |
|
|
(22,444 |
) |
Income tax expense |
|
|
138,239 |
|
|
|
171,887 |
|
Income tax recognized in other comprehensive income:
│40
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
||||||
|
|
Before |
|
|
(benefit) |
|
|
Net of |
|
|
Before |
|
|
(benefit) |
|
|
Net of |
|
||||||
|
|
tax |
|
|
expense |
|
|
tax |
|
|
Tax |
|
|
expense |
|
|
tax |
|
||||||
Foreign currency translation differences |
|
|
5,675 |
|
|
|
- |
|
|
|
5,675 |
|
|
|
(881 |
) |
|
|
- |
|
|
|
(881 |
) |
Defined benefit plan remeasurement gains |
|
|
22,495 |
|
|
|
5,686 |
|
|
|
16,809 |
|
|
|
2,676 |
|
|
|
660 |
|
|
|
2,016 |
|
Gain (loss) on net investment hedge |
|
|
(135,112 |
) |
|
|
977 |
|
|
|
(136,089 |
) |
|
|
37,913 |
|
|
|
(1,792 |
) |
|
|
39,705 |
|
Change in fair value of investment in equity securities |
|
|
(7,962 |
) |
|
|
146 |
|
|
|
(8,108 |
) |
|
|
8,383 |
|
|
|
1,102 |
|
|
|
7,281 |
|
|
|
|
(114,904 |
) |
|
|
6,809 |
|
|
|
(121,713 |
) |
|
|
48,091 |
|
|
|
(30 |
) |
|
|
48,121 |
|
Reconciliation of effective tax rate:
|
|
|
|
2024 |
|
|
|
|
2023 |
|
||||
Income before income tax |
|
|
|
|
560,723 |
|
|
|
|
|
676,764 |
|
||
Income tax using the Company’s |
|
|
|
|
|
|
|
|
|
|
||||
statutory tax rate |
|
|
26.5 |
% |
|
148,592 |
|
|
|
26.5 |
% |
|
179,342 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Increase (decrease) resulting from: |
|
|
|
|
|
|
|
|
|
|
||||
Rate differential between |
|
|
|
|
|
|
|
|
|
|
||||
jurisdictions |
|
|
0.0 |
% |
|
200 |
|
|
|
0.1 |
% |
|
548 |
|
Variation in tax rate |
|
|
-0.2 |
% |
|
(1,053 |
) |
|
|
0.2 |
% |
|
1,551 |
|
Non deductible expenses |
|
|
1.2 |
% |
|
6,839 |
|
|
|
0.3 |
% |
|
2,005 |
|
Tax deductions and tax |
|
|
|
|
|
|
|
|
|
|
||||
exempt income |
|
|
-3.0 |
% |
|
(17,021 |
) |
|
|
-2.2 |
% |
|
(14,909 |
) |
Adjustment for prior periods |
|
|
0.0 |
% |
|
(272 |
) |
|
|
-0.3 |
% |
|
(1,950 |
) |
Multi-jurisdiction tax |
|
|
0.2 |
% |
|
954 |
|
|
|
0.8 |
% |
|
5,300 |
|
|
|
|
24.7 |
% |
|
138,239 |
|
|
|
25.4 |
% |
|
171,887 |
|
Risks
In the normal course of its operations and through its financial assets and liabilities, the Group is exposed to the following risks:
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives and processes for managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
Risk management framework
The Group’s management identifies and analyzes the risks faced by the Group, sets appropriate risk limits and controls, and monitors risks and adherence to limits. Risk management is reviewed regularly to reflect changes in market conditions and the Group’s activities.
The Board of Directors has overall responsibility of the Group’s risk management framework. The Board of Directors monitors the Group’s risks through its audit committee. The audit committee reports regularly to the Board of Directors on its activities.
The Group’s audit committee oversees how management monitors and manages the Group’s risks and is assisted in its oversight role by the Group’s internal audit. Internal audit undertakes both regular and ad hoc reviews of risk, the results of which are reported to the audit committee.
│41
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligation, and arises principally from the Group’s trade receivables. The Group grants credit to its customers in the ordinary course of business. Management believes that the credit risk of trade receivables is limited due to the following reasons:
Exposure to credit risk
The Group’s maximum credit exposure corresponds to the carrying amount of the financial assets. The maximum exposure to credit risk at the reporting date was:
|
|
December 31, |
|
|
December 31, |
|
||
Trade and other receivables |
|
|
927,654 |
|
|
|
894,771 |
|
Impairment losses
The aging of trade and other receivables at the reporting date was:
|
|
|
|
|
Allowance for |
|
|
|
|
|
Allowance for |
|
||||
|
|
|
|
|
expected |
|
|
|
|
|
expected |
|
||||
|
|
Total |
|
|
credit loss |
|
|
Total |
|
|
credit loss |
|
||||
|
|
2024 |
|
|
2024 |
|
|
2023 |
|
|
2023 |
|
||||
Not past due |
|
|
646,859 |
|
|
|
2,145 |
|
|
|
619,888 |
|
|
|
1,817 |
|
Past due 1 – 30 days |
|
|
174,343 |
|
|
|
2,526 |
|
|
|
159,928 |
|
|
|
2,909 |
|
Past due 31 – 60 days |
|
|
52,700 |
|
|
|
7,578 |
|
|
|
47,529 |
|
|
|
8,727 |
|
Past due more than 60 days |
|
|
79,013 |
|
|
|
13,012 |
|
|
|
96,932 |
|
|
|
16,053 |
|
|
|
|
952,915 |
|
|
|
25,261 |
|
|
|
924,277 |
|
|
|
29,506 |
|
The movement in the allowance for expected credit loss in respect of trade and other receivables during the year was as follows:
|
|
2024 |
|
|
2023 |
|
||
Balance, beginning of year |
|
|
29,506 |
|
|
|
29,038 |
|
Business combinations |
|
|
2,837 |
|
|
|
2,100 |
|
Bad debt expenses |
|
|
14,846 |
|
|
|
30,992 |
|
Amount written off and recoveries |
|
|
(19,631 |
) |
|
|
(33,302 |
) |
Effect of movements in exchange rates |
|
|
(2,297 |
) |
|
|
678 |
|
Balance, end of year |
|
|
25,261 |
|
|
|
29,506 |
|
Liquidity risk is the risk that the Group will not be able to meet its financial obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.
Cash inflows and cash outflows requirements from the Group’s entities are monitored closely and separately to ensure the Group optimizes its cash return on investment. Typically, the Group ensures that it has sufficient cash to meet expected operational expenses; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted. The Group monitors its short and medium-term liquidity needs on an ongoing basis using forecasting tools. In addition, the Group maintains revolving facilities, which have $549.7 million availability as at December 31, 2024 (2023 - $915.3 million) and an additional $175.0 million credit available (CAD $245 million and USD $5 million) (2023 - $190.0 million, CAD $245 million and USD $5 million). The additional credit is available under certain conditions under the Group’s syndicated bank agreement.
│42
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
The following are the contractual maturities of the financial liabilities, including estimated interest payment:
|
|
Carrying |
|
|
Contractual |
|
|
Less than |
|
|
1 to 2 |
|
|
2 to 5 |
|
|
More than |
|
||||||
|
|
amount |
|
|
cash flows |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
||||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade and other payables |
|
|
639,190 |
|
|
|
639,190 |
|
|
|
639,190 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Long-term debt |
|
|
2,402,881 |
|
|
|
3,178,019 |
|
|
|
209,454 |
|
|
|
973,603 |
|
|
|
522,404 |
|
|
|
1,472,558 |
|
Other financial liability* |
|
|
7,779 |
|
|
|
7,779 |
|
|
|
7,779 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
3,049,850 |
|
|
|
3,824,988 |
|
|
|
856,423 |
|
|
|
973,603 |
|
|
|
522,404 |
|
|
|
1,472,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade and other payables |
|
|
671,939 |
|
|
|
671,939 |
|
|
|
671,939 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Long-term debt |
|
|
1,884,274 |
|
|
|
2,644,474 |
|
|
|
257,414 |
|
|
|
354,206 |
|
|
|
293,772 |
|
|
|
1,739,082 |
|
Other financial liability* |
|
|
13,572 |
|
|
|
13,572 |
|
|
|
12,732 |
|
|
|
840 |
|
|
|
- |
|
|
|
- |
|
|
|
|
2,569,785 |
|
|
|
3,329,985 |
|
|
|
942,085 |
|
|
|
355,046 |
|
|
|
293,772 |
|
|
|
1,739,082 |
|
* Includes the contractual maturities for the contingent considerations presented in other financial liabilities. Other financial liabilities with no contractual cashflows in the amount of $11.9 million (2023 - $13.5 million) are excluded from the table above.
It is not expected that the contractual cash flows could occur significantly earlier, or at significantly different amounts.
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return.
The Group buys and sell derivatives, periodically, although no derivatives were in effect during 2024 and 2023, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Group’s management and it does not use derivatives for speculative purposes.
The Group buys investment in equity securities to hold the investments for the long term for strategic purposes. All investments are designated as fair value through OCI.
The Group is exposed to currency risk on financial assets and liabilities, sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. Primarily the Canadian entities are exposed to U.S. dollars and entities having a functional currency other than the Canadian dollars (foreign operations) are not significantly exposed to currency risk. The Group mitigates and manages its future USD cash flow by creating offsetting positions through the use of foreign exchange contracts periodically, although none were in effect during 2024 and 2023, and USD debt.
To mitigate its financial net liabilities exposure to foreign currency risk related to Canadian entities, the Group designated a portion of its U.S. dollar denominated debt as a hedging item in a net investment hedge.
The Group’s financial assets and liabilities exposure to foreign currency risk related to Canadian entities was as follows based on notional amounts:
|
|
2024 |
|
|
2023 |
|
||
Trade and other receivables |
|
|
53,423 |
|
|
|
41,239 |
|
Trade and other payables |
|
|
(8,984 |
) |
|
|
(7,379 |
) |
Long-term debt |
|
|
(1,653,291 |
) |
|
|
(1,654,689 |
) |
Balance sheet exposure |
|
|
(1,608,852 |
) |
|
|
(1,620,829 |
) |
Long-term debt designated as investment hedge |
|
|
1,655,000 |
|
|
|
1,655,000 |
|
Net balance sheet exposure |
|
|
46,148 |
|
|
|
34,171 |
|
The Group estimates its annual net USD denominated cash flow from operating activities at approximately $500 million (2023 - $470 million). This cash flow is earned evenly throughout the year.
The following exchange rates applied during the year:
|
|
December 31, |
|
|
December 31, |
|
||
Average USD for the year ended |
|
|
1.3698 |
|
|
|
1.3497 |
|
Closing USD as at |
|
|
1.4384 |
|
|
|
1.3243 |
|
│43
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Sensitivity analysis
A 1-cent increase in the U.S. dollar at the reporting date, assuming all other variables, in particular interest rates, remain constant, would have increased (decreased) equity and income or loss by the amounts shown below. The analysis is performed on the same basis for 2023.
|
|
2024 |
|
|
2023 |
|
||||||||||
|
|
1-cent |
|
|
1-cent |
|
|
1-cent |
|
|
1-cent |
|
||||
|
|
Increase |
|
|
Decrease |
|
|
Increase |
|
|
Decrease |
|
||||
Balance sheet exposure |
|
|
(11,185 |
) |
|
|
11,185 |
|
|
|
(12,239 |
) |
|
|
12,239 |
|
Long-term debt designated as investment hedge |
|
|
11,506 |
|
|
|
(11,506 |
) |
|
|
12,497 |
|
|
|
(12,497 |
) |
Net balance sheet exposure |
|
|
321 |
|
|
|
(321 |
) |
|
|
258 |
|
|
|
(258 |
) |
The Group’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 periodically entering into interest rate swaps, although no interest rate swaps were in effect during 2024 and 2023.
At December 31, 2024 and 2023, the interest rate profile of the Group’s carrying amount of interest-bearing financial instruments:
|
|
2024 |
|
|
2023 |
|
||
Fixed rate instruments |
|
|
2,402,881 |
|
|
|
1,884,182 |
|
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial liabilities at fair value through income or loss. Therefore a change in interest rates at the reporting date would not affect income or loss.
For the purposes of capital management, capital consists of share capital and retained earnings of the Group. The Group's objectives when managing capital are:
The Group seeks to maintain a balance between the highest returns that might be possible with higher levels of borrowings and the advantages and security of a sound capital position.
The Group monitors its long-term debt using the ratios below to maintain an appropriate debt level. The Group’s debt-to-equity and debt-to-capitalization ratios are as follows:
|
|
2024 |
|
|
2023 |
|
||
Long-term debt |
|
|
2,402,881 |
|
|
|
1,884,182 |
|
Shareholders' equity |
|
|
2,673,275 |
|
|
|
2,591,410 |
|
Debt-to-equity ratio |
|
|
0.90 |
|
|
|
0.73 |
|
Debt-to-capitalization ratio1 |
|
|
0.47 |
|
|
|
0.42 |
|
1 Long-term debt divided by the sum of shareholders' equity and long-term debt.
There were no changes in the Group’s approach to capital management during the year.
The Group’s credit facility and term loan agreement requires monitoring of two ratios on a quarterly basis. The first is a ratio of total debt plus letters of credit and some other long-term liabilities less cash (unrestricted cash for the credit facility and cash up to $100 million for the unsecured senior notes) to net income or loss before finance income and costs, income tax expense (recovery), 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 (“Adjusted EBITDA”). The second is a ratio of adjusted earnings before interest, income taxes, depreciation and amortization and rent expense (“EBITDAR”), including last twelve months adjusted EBITDAR from acquisitions to interest and net rent expenses.
│44
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
These ratios are measured on a consolidated last 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. These ratios must be kept below a certain threshold so as not to breach a covenant in the Group’s syndicated bank. At December 31, 2024 and 2023, the Group was in compliance with its financial covenants.
Management believes that the Group has sufficient liquidity to continue both its operations as well as its acquisition strategy.
Upon maturity of the Group’s long-term debt, the Group’s management and its Board of Directors will assess if the long-term debt should be renewed at its original value, increased or decreased based on the then required capital, credit availability and future interest rates.
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statements of financial position, are as follows:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets carried at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in equity securities |
|
|
22,097 |
|
|
|
22,097 |
|
|
|
50,209 |
|
|
|
50,209 |
|
Assets carried at amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade and other receivables |
|
|
927,654 |
|
|
|
927,654 |
|
|
|
894,771 |
|
|
|
894,771 |
|
|
|
|
949,751 |
|
|
|
949,751 |
|
|
|
944,980 |
|
|
|
944,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities carried at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other financial liability |
|
|
19,686 |
|
|
|
19,686 |
|
|
|
27,119 |
|
|
|
27,119 |
|
Liabilities carried at amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade and other payables |
|
|
639,190 |
|
|
|
639,190 |
|
|
|
671,936 |
|
|
|
671,936 |
|
Long-term debt |
|
|
2,402,881 |
|
|
|
2,339,947 |
|
|
|
1,884,182 |
|
|
|
1,678,662 |
|
|
|
|
3,061,757 |
|
|
|
2,998,823 |
|
|
|
2,583,237 |
|
|
|
2,377,717 |
|
Interest rates used for determining fair value
The carrying amount of the Group’s debt does not approximate fair value. The interest rates used to discount estimated cash flows to calculate fair value, when applicable, are based on the current interest rates for debt with similar terms, company rating and remaining maturity.
Fair value hierarchy
The Group’s financial assets and liabilities recorded at fair value on a recurring basis are investment in equity securities discussed above. Investment in equity securities include Level 1 investments that are marked to market with the publicly traded information as at December 31, 2024 and Level 2 investments that are marked to market using valuation techniques in which all significant inputs were based on observable market data. The remaining investment in equity securities is measured using level-3 inputs of the fair value hierarchy.
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.
As at December 31, 2024, the Group had $129.8 million of outstanding letters of credit (2023 - $106.2 million).
As at December 31, 2024, the Group had $35.6 million of purchase commitments (2023 – $62.3 million) and $26.7 million of purchase orders for leases that the Group intends to enter into and that are expected to materialize within a year (2023 – $44.4 million).
│45
TFI International Inc. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
(Tabular amounts in thousands of U.S. dollars, unless otherwise noted.) |
YEARS ENDED DECEMBER 31, 2024 AND 2023 |
Parent and ultimate controlling party
There is no single ultimate controlling party. Although the shares of the Company are widely held, certain institutional investors hold meaningful positions.
Transactions with key management personnel
Board members of the Company, executive officers and top managers of major Group entities are deemed to be key management personnel. There were no other transactions with key management personnel other than their respective compensation.
Key management personnel compensation
In addition to their salaries, the Company also provides non-cash benefits to board members and executive officers.
Executive officers also participate in the Company’s stock option and performance contingent restricted share unit and performance share unit plans and board members are entitled to deferred share units, as described in note 20. Costs incurred for key management personnel in relation to these plans are detailed below.
Key management personnel compensation comprised:
|
|
2024 |
|
|
2023 |
|
||
Short-term benefits |
|
|
14,360 |
|
|
|
15,457 |
|
Post-employment benefits |
|
|
719 |
|
|
|
619 |
|
Equity-settled share-based payment transactions |
|
|
8,207 |
|
|
|
8,674 |
|
|
|
|
23,286 |
|
|
|
24,750 |
|
Subsequent to year end, the Company has agreed to acquire Hearn Industrial Services. The acquisition is expected to close at the beginning of the second quarter of 2025.
│46
EXHIBIT 99.3
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the year ended
December 31, 2024
CONTENTS
|
2 |
|
|
2 |
|
|
3 |
|
|
4 |
|
|
5 |
|
|
8 |
|
|
14 |
|
|
18 |
|
|
19 |
|
|
19 |
|
|
28 |
|
|
42 |
|
|
42 |
|
|
42 |
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., including its operating subsidiaries. This MD&A provides a comparison of the Company’s performance for its three-month period and year ended December 31, 2024 with the corresponding three-month period and year ended December 31, 2023 and it reviews the Company’s financial position as of December 31, 2024. It also includes a discussion of the Company’s affairs up to February 19, 2024, which is the date of this MD&A. The MD&A should be read in conjunction with the audited consolidated financial statements and accompanying notes as at and for the year ended December 31, 2024.
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 United States dollars (U.S. dollars), and the term “dollar”, as well as the symbol “$”, designate U.S. 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 audited consolidated financial statements have been approved by its Board of Directors (“Board”) upon recommendation of its audit committee on February 19, 2025. 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, or through the EDGAR system at www.sec.gov/edgar.shtml.
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, credit market liquidity, and the Company’s ability to identify, negotiate, consummate and successfully integrate business acquisitions.
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) |
|
Three months ended |
|
|
Years ended |
|
||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
||||||
Revenue before fuel surcharge |
|
|
1,826,675 |
|
|
|
1,674,114 |
|
|
|
1,616,495 |
|
|
|
7,304,626 |
|
|
|
6,416,886 |
|
|
|
7,357,064 |
|
Fuel surcharge |
|
|
250,212 |
|
|
|
294,564 |
|
|
|
340,199 |
|
|
|
1,092,204 |
|
|
|
1,104,281 |
|
|
|
1,455,427 |
|
Total revenue |
|
|
2,076,887 |
|
|
|
1,968,678 |
|
|
|
1,956,694 |
|
|
|
8,396,830 |
|
|
|
7,521,167 |
|
|
|
8,812,491 |
|
Adjusted EBITDA1 |
|
|
315,319 |
|
|
|
320,938 |
|
|
|
304,956 |
|
|
|
1,320,971 |
|
|
|
1,187,940 |
|
|
|
1,425,024 |
|
Operating income |
|
|
160,233 |
|
|
|
198,257 |
|
|
|
216,860 |
|
|
|
718,962 |
|
|
|
757,635 |
|
|
|
1,146,038 |
|
Net income |
|
|
88,115 |
|
|
|
131,386 |
|
|
|
153,494 |
|
|
|
422,484 |
|
|
|
504,877 |
|
|
|
823,232 |
|
Adjusted net income1 |
|
|
101,835 |
|
|
|
147,020 |
|
|
|
151,759 |
|
|
|
489,523 |
|
|
|
538,333 |
|
|
|
731,668 |
|
Net cash from operating activities |
|
|
262,364 |
|
|
|
302,580 |
|
|
|
248,348 |
|
|
|
1,062,651 |
|
|
|
1,013,839 |
|
|
|
971,645 |
|
Free cash flow1 |
|
|
207,521 |
|
|
|
243,788 |
|
|
|
188,273 |
|
|
|
768,625 |
|
|
|
775,895 |
|
|
|
880,892 |
|
Per share data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EPS – diluted |
|
|
1.03 |
|
|
|
1.53 |
|
|
|
1.74 |
|
|
|
4.96 |
|
|
|
5.80 |
|
|
|
9.02 |
|
Adjusted EPS – diluted1 |
|
|
1.19 |
|
|
|
1.71 |
|
|
|
1.72 |
|
|
|
5.75 |
|
|
|
6.18 |
|
|
|
8.02 |
|
Dividends |
|
|
0.45 |
|
|
|
0.40 |
|
|
|
0.35 |
|
|
|
1.65 |
|
|
|
1.45 |
|
|
|
1.16 |
|
As a percentage of revenue before fuel surcharge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA margin1 |
|
|
17.3 |
% |
|
|
19.2 |
% |
|
|
18.9 |
% |
|
|
18.1 |
% |
|
|
18.5 |
% |
|
|
19.4 |
% |
Depreciation of property and equipment |
|
|
5.0 |
% |
|
|
3.8 |
% |
|
|
3.5 |
% |
|
|
4.6 |
% |
|
|
3.9 |
% |
|
|
3.4 |
% |
Depreciation of right-of-use assets |
|
|
2.4 |
% |
|
|
2.1 |
% |
|
|
2.0 |
% |
|
|
2.3 |
% |
|
|
2.1 |
% |
|
|
1.7 |
% |
Amortization of intangible assets |
|
|
1.1 |
% |
|
|
1.0 |
% |
|
|
0.8 |
% |
|
|
1.1 |
% |
|
|
0.9 |
% |
|
|
0.8 |
% |
Operating margin1 |
|
|
8.8 |
% |
|
|
11.8 |
% |
|
|
13.4 |
% |
|
|
9.8 |
% |
|
|
11.8 |
% |
|
|
15.6 |
% |
Adjusted operating ratio1 |
|
|
91.2 |
% |
|
|
87.7 |
% |
|
|
87.4 |
% |
|
|
89.9 |
% |
|
|
88.4 |
% |
|
|
86.5 |
% |
Q4 Highlights
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS financial measures” section below.
│3
Management’s Discussion and Analysis
ABOUT TFI INTERNATIONAL
Services
TFI International is a North American leader in the transportation and logistics industry, operating in the United States and Canada. 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 reportable segments:
Seasonality of operations
The activities conducted by the Company are subject to general demand for freight transportation. Historically, demand has been relatively stable with the weakest generally occurring during the first quarter. Furthermore, during the harsh winter months, fuel consumption and maintenance costs tend to rise.
Human resources
As at December 31, 2024, the Company had 27,205 employees throughout TFI International’s various business segments across North America. This compares to 25,123 employees as at December 31, 2023. The year-over-year increase of 2,082 employees is attributable to business acquisitions that added 5,010 employees offset by rationalizations affecting 2,928 employees mainly in the LTL segment. The Company believes that it has a relatively low turnover rate among its employees in Canada, and a normal turnover rate in the U.S. comparable to other U.S. carriers, and that its employee relations are very good.
Equipment
The Company is a significant transportation provider throughout North America. As at December 31, 2024, the Company had 14,243 trucks, 45,453 trailers and 7,592 independent contractors. This compares to 11,455 trucks, 34,599 trailers and 7,504 independent contractors as at December 31, 2023.
Facilities
TFI International’s head office is in Montréal, Québec and its executive office is in Etobicoke, Ontario. As at December 31, 2024, the Company had 658 facilities, as compared to 598 facilities as at December 31, 2023. Of these 658 facilities, 388 are located in the United States and 270 are located in Canada. In the last twelve months, 121 facilities were added from business acquisitions and terminal consolidation decreased the total number of facilities by 61, mainly in the LTL and TL segments.
Customers
The Company has a diverse customer base across a broad cross-section of industries with no single client accounting for more than 5% of consolidated revenue. Because of its customer diversity, as well as the wide geographic scope of the Company’s service offerings and the range of segments in which it operates, a downturn in the activities of an individual customer or customers in a particular industry would not be expected to have a material adverse impact on operations. The Company has forged strategic partnerships with other transport companies in order to extend its service offerings to customers across North America.
Revenue by Top Customers' Industry |
|
Retail |
19% |
Manufactured Goods |
17% |
Building Materials |
13% |
Automotive |
10% |
Metals & Mining |
10% |
Food & Beverage |
8% |
Services |
7% |
Chemicals & Explosives |
6% |
Energy |
3% |
Waste Management |
3% |
Forest Products |
2% |
Maritime Containers |
1% |
Others |
1% |
│4
Management’s Discussion and Analysis
CONSOLIDATED RESULTS
This section provides general comments on the consolidated results of operations. A more detailed analysis is provided in the “Segmented Results” section.
2024 business acquisitions
In line with its growth strategy, the Company acquired eleven businesses during 2024.
On January 16, 2024, TFI International acquired Sharp Trucking Services Ltd. (“Sharp”). Based in Alberta, Canada, Sharp offers bulk transportation and specialized equipment hauling with an emphasis on serving the Canadian mining sector, and is reported in the Truckload segment.
On March 11, 2024, TFI International acquired Hercules Forwarding, Inc. (“Hercules”). Hercules focuses on direct shipper customers across diverse end markets with an emphasis on intra-US and US-to-Canada cross-border transportation, and is reported in the Less-Than-Truckload segment.
On April 1, 2024, TFI International completed the previously announced acquisition of Daseke, Inc. ("Daseke"). Daseke provides flatbed and specialized transportation and logistics services across North America, and is reported in the Truckload segment.
Of the additional eight tuck-in acquisitions, LJW Tank Lines was acquired during the first quarter, CRE Transportation, Transport M.J. Lavoie, Entreposage Marco Inc. and selected assets of Challenger Motor Freight Inc. were acquired during the second quarter, C.R.S. Express Inc, and C.M.W. Express Inc. were acquired in the third quarter, and Keystone Western Inc was acquired in the fourth quarter.
Revenue
For the three months ended December 31, 2024, revenue before fuel surcharge was $1,826.7 million, up from $1,674.1 million in Q4 2023. The increase was mainly attributable to contributions from business acquisitions of $330.0 million partially offset by a weakened market which resulted in weaker volumes.
For the year ended December 31, 2024, revenue before fuel surcharge was $7.30 billion, up from $6.42 billion in Q4 2023. The increase was mainly attributable to contributions from business acquisitions of $1.54 billion partially offset by a weakened market which resulted in weaker volumes.
Operating expenses
For the three months ended December 31, 2024, the Company’s operating expenses increased by $146.2 million, to $1,916.7 million, from $1,770.4 million in Q4 2023. This increase was due to an increase from business acquisitions of $359.4 million offset partially by a decrease in operating expenses from existing operations of $213.2 million, as revenues decreased.
For the three months ended December 31, 2024, materials and services expenses, net of fuel surcharge, increased by $70.7 million, to $782.1 million from $711.3 million in the same period last year due primarily to an increase from business acquisitions of $158.0 million, partially offset by a decrease in revenues.
For the three months ended December 31, 2024, personnel expense increased 16% to $619.1 million from $534.2 million in Q4 2023. The increase is attributable primarily to an increase in business acquisitions of $106.5 million offset by reduced personnel expenses in response to the decline in revenues.
Other operating expenses, which are primarily comprised of costs related to office and terminal rent, taxes, heating, telecommunications, maintenance and security and other general administrative expenses, decreased by $0.7 million for the three months ended December 31, 2024, as compared to the same period last year as increased costs from business acquisitions were offset by a reduction of spending due to a decline in revenues.
For the year ended December 31, 2024, the Company’s operating expenses increased by $914.3 million from $6.76 billion in 2023 to $7.68 billion in 2024. The increase is mainly attributable an increase in operating expenses from business acquisitions of $1,634.1 million, offset by decreases in expenses from existing operations of $558.6 million from materials and services expenses, $106.9 million in personnel expenses and $62.0 million in other operating expenses mainly attributable to the decrease in volumes.
Operating income
For the three months ended December 31, 2024, the Company’s operating income was $160.2 million compared to $198.3 million during the same quarter in 2023. The decrease is primarily attributable to the decline in revenues as a result of weaker market demand in the quarter.
For the year ended December 31, 2024, the Company’s operating income of $719.0 million compared to $757.6 million in 2023.
5
Management’s Discussion and Analysis
Finance income and costs
(unaudited) |
|
Three months ended |
|
Years ended |
||||
Finance costs (income) |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Interest expense on long-term debt |
|
32,255 |
|
20,757 |
|
127,062 |
|
59,432 |
Interest expense on lease liabilities |
|
6,979 |
|
4,431 |
|
24,904 |
|
16,042 |
Interest income |
|
(772) |
|
(3,838) |
|
(7,723) |
|
(8,121) |
Net change in fair value and accretion expense of contingent considerations |
|
15 |
|
31 |
|
(6,037) |
|
165 |
Net foreign exchange loss |
|
716 |
|
(1,620) |
|
3,786 |
|
(491) |
Others |
|
4,296 |
|
3,502 |
|
16,247 |
|
13,844 |
Net finance costs |
|
43,489 |
|
23,263 |
|
158,239 |
|
80,871 |
Interest expense on long-term debt
Interest expense on long-term debt for the three-month period ended December 31, 2024 increased by $11.5 million as compared to the same quarter last year as the average level of debt rose from $1.81 billion to $2.50 billion due to debt related to the acquisition of Daseke, and the rate also increased from 4.60% to 5.17%.
The interest expense on long-term debt for the year ended December 31, 2024, increased by $67.6 million as compared to the same period last year as the average level of debt rose from $1.50 billion to $2.45 billion due to the private placements from the second half of 2023 and debt related to the acquisition of Daseke, and the average rate also increased from 3.95% to 5.19%.
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 translation of the U.S. dollar portion of the Company’s credit facilities not designated as a hedge and to the translation of other financial assets and liabilities denominated in currencies other than the functional currency. For the three-month period ended December 31, 2024, a loss of $103.6 million of foreign exchange variations (a loss of $104.1 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge. For the three-month period ended December 31, 2023, a gain of $41.3 million of foreign exchange variations (a gain of $41.2 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge.
For the year ended December 31, 2023, a loss of $136.1 million of foreign exchange variations (a loss of $135.1 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge. For the year ended December 31, 2023, a gain of $37.9 million of foreign exchange variations (a gain of $39.7 million net of tax) was recorded to other comprehensive income as it relates to the translation of the debt in the net investment hedge.
Income tax expense
For the three months ended December 31, 2024, the Company’s effective tax rate was 24.5%. The income tax expense of $28.6 million reflects a $2.3 million favorable variance versus an anticipated income tax expense of $30.9 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is due to a favorable variation from tax deductions and tax-exempt income of $6.2 million and partially offset by an unfavorable variation from non deductible expenses of $1.5 million.
For the year ended December 31, 2024, the Company’s effective tax rate was 24.7%. The income tax expense of $138.2 million reflects a $10.4 million favorable variance versus an anticipated income tax expense of $148.6 million based on the Company’s statutory tax rate of 26.5%. The favorable variance is mainly due to favorable variations from tax deductions and tax-exempt income of $17.0 million.
6
Management’s Discussion and Analysis
Net income and adjusted net income
(unaudited) |
|
Three months ended |
|
Years ended |
||||||||
|
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
Net income |
|
88,115 |
|
131,386 |
|
153,494 |
|
422,484 |
|
504,877 |
|
823,232 |
Amortization of intangible assets related to business acquisitions |
|
18,908 |
|
15,598 |
|
13,969 |
|
73,682 |
|
56,160 |
|
52,003 |
Net change in fair value and accretion expense of contingent |
|
15 |
|
31 |
|
90 |
|
(6,037) |
|
165 |
|
216 |
Net foreign exchange loss |
|
716 |
|
(1,620) |
|
(564) |
|
3,786 |
|
(491) |
|
556 |
(Gain) loss on sale of business and direct attributable costs |
|
— |
|
— |
|
2,069 |
|
— |
|
3,011 |
|
(69,753) |
(Gain) loss, net of impairment, on sale of land and buildings and assets held for sale |
|
529 |
|
7,026 |
|
(15,941) |
|
192 |
|
(14,721) |
|
(77,870) |
Restructuring from business acquisitions |
|
— |
|
— |
|
— |
|
19,748 |
|
— |
|
— |
Tax impact of adjustments |
|
(6,448) |
|
(5,401) |
|
(1,358) |
|
(24,332) |
|
(10,668) |
|
3,284 |
Adjusted net income1 |
|
101,835 |
|
147,020 |
|
151,759 |
|
489,523 |
|
538,333 |
|
731,668 |
Adjusted EPS – basic1 |
|
1.20 |
|
1.73 |
|
1.75 |
|
5.79 |
|
6.27 |
|
8.19 |
Adjusted EPS – diluted1 |
|
1.19 |
|
1.71 |
|
1.72 |
|
5.75 |
|
6.18 |
|
8.02 |
|
||||||||||||
For the three months ended December 31, 2024, TFI International’s net income was $88.1 million as compared to $131.4 million in Q4 2023. The Company’s adjusted net income1, a non-IFRS measure, which excludes items listed in the above table, was $101.8 million as compared to $147.0 million in Q4 2023, a decrease of 31%. Adjusted EPS1, fully diluted, of $1.19 compared to $1.71 in Q4 2023.
1 This is a non-IFRS. For the reconciliation, refer to the “Non-IFRS financial measures” section below.
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) |
|
|
|
Less- |
|
Truckload |
|
Logistics |
|
Corporate |
|
Eliminations* |
|
Total |
Three months ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue before fuel surcharge1 |
|
|
|
737,291 |
|
693,240 |
|
410,198 |
|
— |
|
(14,054) |
|
1,826,675 |
% of total revenue2 |
|
|
|
42% |
|
38% |
|
21% |
|
|
|
|
|
100% |
Adjusted EBITDA3 |
|
|
|
123,595 |
|
147,426 |
|
58,121 |
|
(13,823) |
|
— |
|
315,319 |
Adjusted EBITDA margin3,4 |
|
|
|
16.8% |
|
21.3% |
|
14.2% |
|
|
|
|
|
17.3% |
Operating income (loss) |
|
|
|
70,326 |
|
59,652 |
|
42,896 |
|
(12,641) |
|
— |
|
160,233 |
Operating margin3,4 |
|
|
|
9.5% |
|
8.6% |
|
10.5% |
|
|
|
|
|
8.8% |
Total assets less intangible assets3 |
|
|
|
2,222,181 |
|
1,882,637 |
|
363,881 |
|
54,194 |
|
— |
|
4,522,893 |
Net capital expenditures3 |
|
|
|
14,651 |
|
15,766 |
|
1,629 |
|
126 |
|
— |
|
32,172 |
Three months ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue before fuel surcharge1 |
|
|
|
817,282 |
|
399,277 |
|
471,638 |
|
— |
|
(14,083) |
|
1,674,114 |
% of total revenue2 |
|
|
|
50% |
|
24% |
|
25% |
|
|
|
|
|
99% |
Adjusted EBITDA3 |
|
|
|
166,003 |
|
98,770 |
|
69,230 |
|
(13,065) |
|
— |
|
320,938 |
Adjusted EBITDA margin3,4 |
|
|
|
20.3% |
|
24.7% |
|
14.7% |
|
|
|
|
|
19.2% |
Operating income (loss) |
|
|
|
106,158 |
|
50,657 |
|
54,654 |
|
(13,212) |
|
— |
|
198,257 |
Operating margin3,4 |
|
|
|
13.0% |
|
12.7% |
|
11.6% |
|
|
|
|
|
11.8% |
Total assets less intangible assets3 |
|
|
|
2,310,231 |
|
1,146,497 |
|
357,251 |
|
450,340 |
|
|
|
4,264,319 |
Net capital expenditures3 |
|
|
|
46,952 |
|
4,725 |
|
1,792 |
|
129 |
|
— |
|
53,598 |
Year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue before fuel surcharge1 |
|
|
|
3,085,727 |
|
2,551,540 |
|
1,720,976 |
|
— |
|
(53,617) |
|
7,304,626 |
% of total revenue2 |
|
|
|
44% |
|
35% |
|
22% |
|
|
|
|
|
101% |
Adjusted EBITDA3 |
|
|
|
577,308 |
|
557,358 |
|
242,746 |
|
(56,441) |
|
— |
|
1,320,971 |
Adjusted EBITDA margin3,4 |
|
|
|
18.7% |
|
21.8% |
|
14.1% |
|
|
|
|
|
18.1% |
Operating income (loss) |
|
|
|
361,235 |
|
252,435 |
|
182,363 |
|
(77,071) |
|
— |
|
718,962 |
Operating margin3,4 |
|
|
|
11.7% |
|
9.9% |
|
10.6% |
|
|
|
|
|
9.8% |
Total assets less intangible assets3 |
|
|
|
2,222,181 |
|
1,882,637 |
|
363,881 |
|
54,194 |
|
— |
|
4,522,893 |
Net capital expenditures3 |
|
|
|
124,401 |
|
125,240 |
|
5,561 |
|
730 |
|
— |
|
255,932 |
Year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue before fuel surcharge1 |
|
|
|
3,236,268 |
|
1,625,592 |
|
1,604,878 |
|
— |
|
(49,852) |
|
6,416,886 |
% of total revenue2 |
|
|
|
52% |
|
26% |
|
22% |
|
|
|
|
|
100% |
Adjusted EBITDA3 |
|
|
|
613,039 |
|
428,203 |
|
207,800 |
|
(61,102) |
|
— |
|
1,187,940 |
Adjusted EBITDA margin3,4 |
|
|
|
18.9% |
|
26.3% |
|
12.9% |
|
|
|
|
|
18.5% |
Operating income |
|
|
|
424,789 |
|
237,393 |
|
160,112 |
|
(64,659) |
|
— |
|
757,635 |
Operating margin3,4 |
|
|
|
13.1% |
|
14.6% |
|
10.0% |
|
|
|
|
|
11.8% |
Total assets less intangible assets3 |
|
|
|
2,310,231 |
|
1,146,497 |
|
357,251 |
|
450,340 |
|
— |
|
4,264,319 |
Net capital expenditures3 |
|
|
|
174,767 |
|
29,098 |
|
3,725 |
|
238 |
|
— |
|
207,828 |
1 Includes intersegment revenue.
2 Segment revenue including fuel surcharge and intersegment revenue to consolidated revenue including fuel surcharge and intersegment revenue.
3 This is a non-IFRS measures. For a reconciliation, refer to the “Non-IFRS financial measures” section below.
4 As a percentage of revenue before fuel surcharge.
*In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments.
8
Management’s Discussion and Analysis
Less-Than-Truckload
(unaudited) |
|
Three months ended December 31 |
|
Years ended December 31 |
||||||||||||
(in thousands of U.S. dollars) |
|
2024 |
|
% |
|
2023* |
|
% |
|
2024 |
|
% |
|
2023* |
|
% |
Total revenue |
|
876,140 |
|
|
|
1,001,882 |
|
|
|
3,702,934 |
|
|
|
3,948,657 |
|
|
Fuel surcharge |
|
(138,849) |
|
|
|
(184,600) |
|
|
|
(617,207) |
|
|
|
(712,389) |
|
|
Revenue |
|
737,291 |
|
100.0% |
|
817,282 |
|
100.0% |
|
3,085,727 |
|
100.0% |
|
3,236,268 |
|
100.0% |
Materials and services expenses (net of fuel |
|
228,316 |
|
31.0% |
|
254,006 |
|
31.1% |
|
924,269 |
|
30.0% |
|
988,522 |
|
30.5% |
Personnel expenses |
|
330,121 |
|
44.8% |
|
333,488 |
|
40.8% |
|
1,360,982 |
|
44.1% |
|
1,377,596 |
|
42.6% |
Other operating expenses |
|
55,080 |
|
7.5% |
|
64,580 |
|
7.9% |
|
222,619 |
|
7.2% |
|
259,603 |
|
8.0% |
Depreciation of property and equipment |
|
36,896 |
|
5.0% |
|
38,181 |
|
4.7% |
|
150,665 |
|
4.9% |
|
143,816 |
|
4.4% |
Depreciation of right-of-use assets |
|
12,349 |
|
1.7% |
|
11,831 |
|
1.4% |
|
50,328 |
|
1.6% |
|
45,428 |
|
1.4% |
Amortization of intangible assets |
|
3,001 |
|
0.4% |
|
2,588 |
|
0.3% |
|
12,531 |
|
0.4% |
|
9,510 |
|
0.3% |
(Gain) loss on sale of rolling stock and equipment |
|
197 |
|
0.0% |
|
(793) |
|
-0.1% |
|
513 |
|
0.0% |
|
(1,548) |
|
-0.0% |
(Gain) loss on derecognition of right-of-use assets |
|
(18) |
|
-0.0% |
|
(2) |
|
-0.0% |
|
36 |
|
0.0% |
|
(944) |
|
-0.0% |
(Gain) loss, net of impairment, on sale of land and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
buildings and assets held for sale |
|
1,023 |
|
0.1% |
|
7,245 |
|
0.9% |
|
2,549 |
|
0.1% |
|
(10,504) |
|
-0.3% |
Operating income |
|
70,326 |
|
9.5% |
|
106,158 |
|
13.0% |
|
361,235 |
|
11.7% |
|
424,789 |
|
13.1% |
Adjusted EBITDA1 |
|
123,595 |
|
16.8% |
|
166,003 |
|
20.3% |
|
577,308 |
|
18.7% |
|
613,039 |
|
18.9% |
* In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments. |
||||||||||||||||
1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.
9
Management’s Discussion and Analysis
Operational data |
|
|
|
|
||||||||||||
(unaudited) |
|
Three months ended December 31 |
|
Years ended December 31 |
||||||||||||
(Revenue in U.S. dollars) |
|
2024 |
|
2023* |
|
Variance |
|
% |
|
2024 |
|
2023* |
|
Variance |
|
% |
LTL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Ratio2 |
|
90.3% |
|
86.1% |
|
|
|
|
|
88.2% |
|
87.2% |
|
|
|
|
Return on invested capital2 |
|
16.3% |
|
18.9% |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. LTL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (in thousands of dollars) |
|
449,722 |
|
481,102 |
|
(31,380) |
|
-6.5% |
|
1,905,732 |
|
1,912,623 |
|
(6,891) |
|
-0.4% |
GFP Revenue (in thousands of dollars) |
|
34,312 |
|
81,563 |
|
(47,251) |
|
-57.9% |
|
208,065 |
|
350,365 |
|
(142,300) |
|
-40.6% |
FSC Revenue (in thousands of dollars) |
|
80,170 |
|
112,079 |
|
(31,909) |
|
-28.5% |
|
375,768 |
|
447,820 |
|
(72,052) |
|
-16.1% |
Adjusted Operating Ratio2 |
|
97.3% |
|
91.0% |
|
|
|
|
|
93.1% |
|
92.2% |
|
|
|
|
Revenue per hundredweight (excluding fuel)1 |
|
$27.73 |
|
$28.81 |
|
$(1.08) |
|
-3.7% |
|
$27.80 |
|
$28.61 |
|
$(0.81) |
|
-2.8% |
Revenue per shipment (excluding fuel)1 |
|
$340.18 |
|
$342.18 |
|
$(2.00) |
|
-0.6% |
|
$339.16 |
|
$322.26 |
|
$16.90 |
|
5.2% |
Revenue per hundredweight (including fuel)1 |
|
$32.67 |
|
$35.52 |
|
$(2.85) |
|
-8.0% |
|
$33.28 |
|
$35.31 |
|
$(2.03) |
|
-5.7% |
Revenue per shipment (including fuel)1 |
|
$400.83 |
|
$421.89 |
|
$(21.06) |
|
-5.0% |
|
$406.03 |
|
$397.72 |
|
$8.31 |
|
2.1% |
Tonnage (in thousands of tons)1 |
|
811 |
|
835 |
|
(24) |
|
-2.9% |
|
3,428 |
|
3,342 |
|
86 |
|
2.6% |
Shipments (in thousands)1 |
|
1,322 |
|
1,406 |
|
(84) |
|
-6.0% |
|
5,619 |
|
5,935 |
|
(316) |
|
-5.3% |
Average weight per shipment (in lbs)1 |
|
1,227 |
|
1,188 |
|
39 |
|
3.3% |
|
1,220 |
|
1,126 |
|
94 |
|
8.3% |
Average length of haul (in miles)1 |
|
773 |
|
1,132 |
|
(359) |
|
-31.7% |
|
1,058 |
|
1,111 |
|
(53) |
|
-4.8% |
Cargo claims (% revenue) |
|
0.9% |
|
0.5% |
|
|
|
|
|
0.7% |
|
0.5% |
|
|
|
|
Vehicle count, average3 |
|
4,515 |
|
3,974 |
|
541 |
|
13.6% |
|
4,151 |
|
4,097 |
|
54 |
|
1.3% |
Truck age4 |
|
4.2 |
|
4.7 |
|
(0.5) |
|
-10.6% |
|
4.4 |
|
4.8 |
|
(0.4) |
|
-8.3% |
Business days |
|
62 |
|
62 |
|
— |
|
— |
|
254 |
|
254 |
|
— |
|
— |
Return on invested capital2 |
|
12.8% |
|
15.1% |
|
|
|
|
|
|
|
|
|
|
|
|
Canadian LTL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (in thousands of dollars) |
|
134,653 |
|
138,241 |
|
(3,588) |
|
-2.6% |
|
551,440 |
|
531,784 |
|
19,656 |
|
3.7% |
FSC Revenue (in thousands of dollars) |
|
30,119 |
|
39,388 |
|
(9,269) |
|
-23.5% |
|
136,387 |
|
147,247 |
|
(10,860) |
|
-7.4% |
Adjusted Operating Ratio2 |
|
81.0% |
|
79.9% |
|
|
|
|
|
78.4% |
|
76.6% |
|
|
|
|
Revenue per hundredweight (excluding fuel) |
|
$11.06 |
|
$10.82 |
|
$0.24 |
|
2.2% |
|
$11.08 |
|
$10.83 |
|
$0.25 |
|
2.3% |
Revenue per shipment (excluding fuel) |
|
$230.18 |
|
$237.12 |
|
$(6.94) |
|
-2.9% |
|
$228.62 |
|
$235.20 |
|
$(6.58) |
|
-2.8% |
Revenue per hundredweight (including fuel)1 |
|
$13.53 |
|
$13.90 |
|
$(0.37) |
|
-2.7% |
|
$13.82 |
|
$13.82 |
|
$— |
|
0.0% |
Revenue per shipment (including fuel)1 |
|
$281.66 |
|
$304.68 |
|
$(23.02) |
|
-7.6% |
|
$285.17 |
|
$300.32 |
|
$(15.15) |
|
-5.0% |
Tonnage (in thousands of tons) |
|
609 |
|
639 |
|
(30) |
|
-4.7% |
|
2,489 |
|
2,456 |
|
33 |
|
1.3% |
Shipments (in thousands) |
|
585 |
|
583 |
|
2 |
|
0.3% |
|
2,412 |
|
2,261 |
|
151 |
|
6.7% |
Average weight per shipment (in lbs) |
|
2,092 |
|
2,192 |
|
(100) |
|
-4.6% |
|
2,064 |
|
2,172 |
|
(108) |
|
-5.0% |
Average length of haul (in miles) |
|
842 |
|
856 |
|
(14) |
|
-1.6% |
|
791 |
|
852 |
|
(61) |
|
-7.2% |
Cargo claims (% revenue) |
|
0.3% |
|
0.1% |
|
|
|
|
|
0.3% |
|
0.2% |
|
|
|
|
Vehicle count, average |
|
920 |
|
777 |
|
143 |
|
18.4% |
|
923 |
|
788 |
|
135 |
|
17.1% |
Truck age |
|
4.4 |
|
4.8 |
|
(0.4) |
|
-8.3% |
|
4.4 |
|
4.8 |
|
(0.4) |
|
-8.3% |
Business days |
|
63 |
|
62 |
|
1 |
|
1.6% |
|
252 |
|
250 |
|
2.0 |
|
— |
Return on invested capital2 |
|
18.5% |
|
20.1% |
|
|
|
|
|
|
|
|
|
|
|
|
Package and Courier |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (in thousands of dollars) |
|
125,033 |
|
122,033 |
|
3,000 |
|
2.5% |
|
445,409 |
|
461,930 |
|
(16,521) |
|
-3.6% |
FSC Revenue (in thousands of dollars) |
|
29,421 |
|
34,164 |
|
(4,743) |
|
-13.9% |
|
109,037 |
|
121,268 |
|
(12,231) |
|
-10.1% |
Adjusted Operating Ratio2 |
|
73.9% |
|
71.6% |
|
|
|
|
|
77.9% |
|
75.2% |
|
|
|
|
Revenue per pound (including fuel) |
|
$0.44 |
|
$0.48 |
|
$(0.04) |
|
-8.3% |
|
$0.44 |
|
$0.47 |
|
$(0.03) |
|
-6.4% |
Revenue per pound (excluding fuel) |
|
$0.36 |
|
$0.37 |
|
$(0.01) |
|
-2.7% |
|
$0.36 |
|
$0.37 |
|
$(0.01) |
|
-2.7% |
Revenue per package (including fuel) |
|
$6.85 |
|
$7.03 |
|
$(0.18) |
|
-2.6% |
|
$6.93 |
|
$7.27 |
|
$(0.34) |
|
-4.7% |
Revenue per package (excluding fuel) |
|
$5.55 |
|
$5.49 |
|
$0.06 |
|
1.1% |
|
$5.57 |
|
$5.76 |
|
$(0.19) |
|
-3.3% |
Tonnage (in thousands of metric tons) |
|
159 |
|
148 |
|
11 |
|
7.4% |
|
569 |
|
563 |
|
6 |
|
1.1% |
Packages (in thousands) |
|
22,542 |
|
22,230 |
|
312 |
|
1.4% |
|
80,030 |
|
80,245 |
|
(215) |
|
-0.3% |
Average weight per package (in lbs) |
|
15.55 |
|
14.67 |
|
0.88 |
|
6.0% |
|
15.67 |
|
15.46 |
|
0.21 |
|
1.4% |
Vehicle count, average |
|
926 |
|
995 |
|
(69) |
|
-6.9% |
|
940 |
|
990 |
|
(50) |
|
-5.1% |
Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars) |
|
$12.83 |
|
$12.08 |
|
$0.75 |
|
6.2% |
|
$11.34 |
|
$11.33 |
|
$0.01 |
|
0.1% |
Business days |
|
63 |
|
62 |
|
1 |
|
1.6% |
|
252 |
|
250 |
|
2 |
|
0.8% |
Return on invested capital2 |
|
23.5% |
|
26.9% |
|
|
|
|
|
|
|
|
|
|
|
|
1 Operational statistics exclude figures from Ground Freight Pricing (“GFP”). |
||||||||||||||||
2 This is a non-IFRS measure. For a reconciliation please refer to the “Non-IFRS and Other Financial Measures” section below. |
||||||||||||||||
3 As at December 31, 2024 the active vehicle count was 3,468 (December 31, 2023 - 3,364) |
||||||||||||||||
4 The truck age for U.S. LTL operations has been presented for active trucks. |
||||||||||||||||
* In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments. |
||||||||||||||||
10
Management’s Discussion and Analysis
Revenue
For the three months ended December 31, 2024, revenue decreased by $80.0 million to $737.3 million. This decrease is due to a $98.7 million reduction in existing U.S. LTL operations including Ground with Freight pricing (GFP), combined with a $7.4 million decrease in existing Canadian LTL contributions, but partially offset by a $3.0 million increase in existing P&C operations combined with $23.9 million coming from business acquisitions.
The reduction in U.S. LTL revenue is explained by both the LTL and Ground with Freight pricing (GFP) operations. LTL tonnage decreased 2.9% and LTL revenue per hundredweight (excluding fuel surcharge revenue) was down 3.7%. The reduction in tonnage is explained by a 6.0% reduction in shipments partially offset by a 3.3% increase in weight per shipment. The reduction in GFP revenue is mostly explained by a 65.3% reduction in volume. Canadian LTL revenue reduction, including acquisitions, was driven by a 4.7% decrease in tonnage partially offset by a 2.2% increase in revenue per hundredweight (excluding fuel surcharge revenue). The decrease in tonnage is mostly from a 5.0% decrease in weight per shipment. In P&C, our operations benefited from a Canada Post strike during the quarter. This led to a 7.4% increase in tonnage, mostly explained by a 6% increase in weight per package, combined with a 1.4% increase in packages count.
For the year ended December 31, 2024, revenue decreased $150.5 million, or 5%, to $3,085.7 million. The decrease is mostly due to a reduction in revenues from existing operations of $269.2 million which is partially offset by $118.7 million in contributions from acquisitions.
Operating expenses
For the three months ended December 31, 2024, materials and services expenses, net of fuel surcharge revenue, decreased $25.7 million, or 10%, attributable mostly to a $60.8 million reduction in sub-contractor costs, a $11.2 million reduction in fuel costs, and a $3.7 million reduction in rolling stock lease costs, partly offset by a $45.7 million decrease in fuel surcharge revenue and an $8.0 million increase in accident cost. Personnel expenses decreased $3.4 million, or 1%, mostly from a reduction in direct labor. Other operating expenses decreased $9.5 million or 14.7%, mostly from an $8.0 million reduction in bad debt and recovery charges. As of December 31, 2024, the LTL segment’s terminals had 12,937 doors, of which 10,218 are owned.
For the year ended December 31, 2023, materials and services expenses, net of fuel surcharge revenue, decreased $64.3 million, or 6.5%, attributable mostly to a $163.8 million reduction in sub-contractor costs and a $16.0 million reduction in fuel costs, partially offset by a $95.2 million reduction in fuel surcharge revenue and a $14.5 million increase in insurance and accident expense. Personnel expenses decreased $16.6 million, or 1.2%, from a reduction of $7.9 million in direct labor combined with a reduction of $9.0 million is severance expense. Other operating expenses decreased $37.0 million, or 14.2%, mostly from an $18.8 million decrease in IT service charges, combined with a reduction of $15.4 million in bad debt and recovery charge and an $8.4 million decrease in real-estate costs. Depreciation of property and equipment increased 4.8%, or $6.8 million.
Operating income
Operating income for the three months ended December 31, 2024, decreased $35.8 million to $70.3 million. Adjusted operating ratio, a non-IFRS measure, of the LTL operations was 90.3% in the fourth quarter of 2024 as compared to 86.1% in the same prior year period. The $8.0 million increased accident provision expense negatively impacted US LTL adjusted operating ratio by 170 basis points.
For the year ended December 31, 2024, operating income decreased $63.6 million, or 15%, to $361.2 million. Adjusted operating ratio of the LTL segment for the year ended December 31, 2024, was 88.2%, representing a 100 basis-point increase when compared to the previous year.
Return on invested capital, a non-IFRS measure, of the LTL segment was 16.3% for the 12 months ended December 31, 2024, as compared to 18.9% in the same prior year period.
11
Management’s Discussion and Analysis
Truckload
(unaudited) |
|
Three months ended December 31 |
|
Years ended December 31 |
||||||||||||
(in thousands of U.S. dollars) |
|
2024 |
|
% |
|
2023 |
|
% |
|
2024 |
|
% |
|
2023 |
|
% |
Total revenue |
|
786,338 |
|
|
|
479,596 |
|
|
|
2,937,305 |
|
|
|
1,936,038 |
|
|
Fuel surcharge |
|
(93,098) |
|
|
|
(80,319) |
|
|
|
(385,765) |
|
|
|
(310,446) |
|
|
Revenue |
|
693,240 |
|
100.0% |
|
399,277 |
|
100.0% |
|
2,551,540 |
|
100.0% |
|
1,625,592 |
|
100.0% |
Materials and services expenses (net of fuel |
|
309,798 |
|
44.7% |
|
166,850 |
|
41.8% |
|
1,125,653 |
|
44.1% |
|
682,342 |
|
42.0% |
Personnel expenses |
|
209,941 |
|
30.3% |
|
121,120 |
|
30.3% |
|
783,894 |
|
30.7% |
|
473,948 |
|
29.2% |
Other operating expenses |
|
25,787 |
|
3.7% |
|
14,540 |
|
3.6% |
|
94,835 |
|
3.7% |
|
55,420 |
|
3.4% |
Depreciation of property and equipment |
|
53,071 |
|
7.7% |
|
23,863 |
|
6.0% |
|
173,489 |
|
6.8% |
|
101,508 |
|
6.2% |
Depreciation of right-of-use assets |
|
26,233 |
|
3.8% |
|
18,341 |
|
4.6% |
|
100,221 |
|
3.9% |
|
70,084 |
|
4.3% |
Amortization of intangible assets |
|
8,964 |
|
1.3% |
|
5,902 |
|
1.5% |
|
33,534 |
|
1.3% |
|
23,169 |
|
1.4% |
(Gain) loss on sale of rolling stock and equipment |
|
242 |
|
0.0% |
|
(1,768) |
|
-0.4% |
|
(10,281) |
|
-0.4% |
|
(13,828) |
|
-0.9% |
(Gain) loss on derecognition of right-of-use assets |
|
46 |
|
0.0% |
|
(235) |
|
-0.1% |
|
81 |
|
0.0% |
|
(493) |
|
-0.0% |
(Gain) loss on sale of land and buildings and assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
held for sale |
|
(494) |
|
-0.1% |
|
7 |
|
0.0% |
|
(2,321) |
|
-0.1% |
|
(3,951) |
|
-0.2% |
Operating income |
|
59,652 |
|
8.6% |
|
50,657 |
|
12.7% |
|
252,435 |
|
9.9% |
|
237,393 |
|
14.6% |
Adjusted EBITDA1 |
|
147,426 |
|
21.3% |
|
98,770 |
|
24.7% |
|
557,358 |
|
21.8% |
|
428,203 |
|
26.3% |
Operational data |
|
Three months ended December 31 |
|
Years ended December 31 |
||||||||||||
(unaudited) |
|
2024 |
|
2023 |
|
Variance |
|
% |
|
2024 |
|
2023 |
|
Variance |
|
% |
Truckload |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating ratio1 |
|
91.5% |
|
87.3% |
|
|
|
|
|
90.2% |
|
85.6% |
|
|
|
|
Revenue per truck per week (excluding fuel) |
|
$4,135 |
|
$3,894 |
|
$241 |
|
6.2% |
|
$4,212 |
|
$4,013 |
|
$199 |
|
5.0% |
Revenue per truck per week (including fuel) |
|
$4,803 |
|
$4,828 |
|
$(25) |
|
-0.5% |
|
$4,979 |
|
$4,937 |
|
$42 |
|
0.9% |
Return on invested capital1 |
|
8.4% |
|
10.7% |
|
|
|
|
|
|
|
|
|
|
|
|
Specialized TL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (in thousands of U.S. dollars) |
|
531,890 |
|
283,383 |
|
248,507 |
|
87.7% |
|
1,930,164 |
|
1,141,027 |
|
789,137 |
|
69.2% |
Brokerage revenue (in thousands of U.S. dollars) |
|
87,164 |
|
40,569 |
|
46,595 |
|
114.9% |
|
322,535 |
|
182,056 |
|
140,479 |
|
77.2% |
FSC (in thousands of U.S. dollars) |
|
81,814 |
|
65,366 |
|
16,448 |
|
25.2% |
|
334,698 |
|
253,545 |
|
81,153 |
|
32.0% |
Adjusted operating ratio1 |
|
91.6% |
|
87.0% |
|
|
|
|
|
90.2% |
|
85.8% |
|
|
|
|
Revenue per truck per week (excluding fuel) |
|
$4,298 |
|
$4,133 |
|
$165 |
|
4.0% |
|
$4,396 |
|
$4,232 |
|
$164 |
|
3.9% |
Revenue per truck per week (including fuel) |
|
$4,959 |
|
$5,086 |
|
$(127) |
|
-2.5% |
|
$5,158 |
|
$5,174 |
|
$(16) |
|
-0.3% |
Truck count, average |
|
6,888 |
|
4,051 |
|
2,837 |
|
70.0% |
|
6,109 |
|
3,977 |
|
2,132 |
|
53.6% |
Trailer count, average |
|
20,392 |
|
10,402 |
|
9,990 |
|
96.0% |
|
17,819 |
|
10,460 |
|
7,359 |
|
70.4% |
Truck age |
|
3.2 |
|
3.4 |
|
(0.2) |
|
-5.9% |
|
3.2 |
|
3.4 |
|
(0.2) |
|
-5.9% |
Trailer age |
|
11.2 |
|
12.7 |
|
(1.5) |
|
-11.8% |
|
11.2 |
|
12.7 |
|
(1.5) |
|
-11.8% |
Number of owner operators, average |
|
2,632 |
|
1,223 |
|
1,409 |
|
115.2% |
|
2,335 |
|
1,208 |
|
1,127 |
|
93.3% |
Return on invested capital1 |
|
8.5% |
|
10.3% |
|
|
|
|
|
|
|
|
|
|
|
|
Canadian based Conventional TL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (in thousands of U.S. dollars) |
|
46,511 |
|
53,838 |
|
(7,327) |
|
-13.6% |
|
195,256 |
|
216,487 |
|
(21,231) |
|
-9.8% |
Brokerage revenue (in thousands of U.S. dollars) |
|
29,771 |
|
23,976 |
|
5,795 |
|
24.2% |
|
112,702 |
|
95,351 |
|
17,351 |
|
18.2% |
FSC (in thousands of U.S. dollars) |
|
11,473 |
|
15,287 |
|
(3,814) |
|
-24.9% |
|
52,122 |
|
57,447 |
|
(5,325) |
|
-9.3% |
Adjusted operating ratio1 |
|
90.3% |
|
89.0% |
|
|
|
|
|
90.2% |
|
85.6% |
|
|
|
|
Total mileage (in thousands) |
|
23,185 |
|
25,917 |
|
(2,732) |
|
-10.5% |
|
97,243 |
|
102,559 |
|
(5,316) |
|
-5.2% |
Revenue per mile (excluding fuel)2 |
|
$2.01 |
|
$2.08 |
|
$(0.07) |
|
-3.4% |
|
$2.01 |
|
$2.11 |
|
$(0.10) |
|
-4.7% |
Revenue per mile (including fuel)2 |
|
$2.50 |
|
$2.67 |
|
$(0.17) |
|
-6.4% |
|
$2.54 |
|
$2.67 |
|
$(0.13) |
|
-4.9% |
Revenue per truck per week (excluding fuel) |
|
$2,981 |
|
$3,094 |
|
$(113) |
|
-3.7% |
|
$3,078 |
|
$3,266 |
|
$(188) |
|
-5.8% |
Revenue per truck per week (including fuel) |
|
$3,716 |
|
$3,973 |
|
$(257) |
|
-6.5% |
|
$3,899 |
|
$4,133 |
|
$(234) |
|
-5.7% |
Truck count, average |
|
977 |
|
1,072 |
|
(95) |
|
-8.9% |
|
986 |
|
1,024 |
|
(38) |
|
-3.7% |
Trailer count, average |
|
3,463 |
|
3,861 |
|
(398) |
|
-10.3% |
|
3,566 |
|
3,923 |
|
(357) |
|
-9.1% |
Truck age |
|
2.8 |
|
3.3 |
|
(0.5) |
|
-15.2% |
|
2.8 |
|
3.3 |
|
(0.5) |
|
-15.2% |
Trailer age |
|
7.4 |
|
7.9 |
|
(0.5) |
|
-6.3% |
|
7.4 |
|
7.9 |
|
(0.5) |
|
-6.3% |
Number of owner operators, average |
|
223 |
|
267 |
|
(44) |
|
-16.5% |
|
234 |
|
250 |
|
(16) |
|
-6.4% |
Return on invested capital1 |
|
8.1% |
|
12.6% |
|
|
|
|
|
|
|
|
|
|
|
|
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below. |
||||||||||||||||
2 The revenue per mile calculation excludes brokerage revenues |
||||||||||||||||
During Q4 2024, Keystone was acquired and incorporated into the TL segment.
Revenue
For the three months ended December 31, 2024, revenue increased by $294.0 million, or 74%, from $399.3 million in Q4 2023 to $693.2 million in Q4 2024. This increase was primarily due to contributions from business acquisitions of $309.1 million, partially offset by a decrease in revenue from existing operations of $15.2 million. Specialized TL revenue increased by $295.1 million, or 91%, compared to the prior year period, mainly due to contributions from business acquisitions of $304.4 million, including revenue from the Daseke acquisition of $289.9 million, partially offset by an organic decline of $9.3 million. For Canadian based conventional TL operations, revenue decreased by $1.5 million, or 2%, compared to the same prior year period, made up of a $6.3 million decline in revenue from existing operations, partially offset by contributions from business acquisitions of $4.8 million. Revenue per truck, excluding fuel surcharge for Canadian based conventional TL operations, declined 3.7% in Q4 2024 compared to Q4 2023, made up of a 3.4% decline in revenue per mile and a 0.3% decrease in miles per truck.
12
Management’s Discussion and Analysis
For the year ended December 31, 2024, TL revenue increased by $925.9 million, or 57%, from $1,625.6 million in 2023 to $2,551.5 million in 2024. This increase was mainly due to contributions from business acquisitions of $1,061.3 million, partially offset by a decline in revenue from existing operations of $135.4 million, primarily the result of pricing and lower volumes.
Operating expenses
For the three months ended December 31, 2024, operating expenses, net of fuel surcharge, increased by $285.0 million, or 82%, from $348.6 million in Q4 2023 to $633.6 million in Q4 2024. This is mainly due to an increase of $306.2 million in operating expenses, net of fuel surcharge, from business acquisitions, including operating expenses, net of fuel surcharge, of $288.7 million from the Daseke acquisition, and partially offset by a decrease in operating expenses, net of fuel surcharge, from existing truckload operations of $21.2 million.
For the year ended December 31, 2024, TL operating expenses, net of fuel surcharge, increased by $910.9 million, or 66%, from $1,388.2 million in 2023 to $2,299.1 million in 2024. This is mainly due to an increase of $1,003.3 million from business acquisitions, partially offset by a decrease of $92.4 million from existing operations.
Operating income
Operating income for the TL segment was $59.7 million for the three months ended December 31, 2024, up 18% from $50.7 million in the fourth quarter of 2023. This is mainly due to an increase in operating income from existing TL operations of $6.1 million and contributions from business acquisitions of $2.9 million.
For the year ended December 31, 2024, operating income in the TL segment increased by $15.0 million, or 6%, from $237.4 million in 2023 to $252.4 million in 2024. The increase was due to a $58.1 million increase from business acquisitions, partially offset by a $43.0 million decrease from existing operations.
Return on invested capital, a non-IFRS measure, of the TL segment was 8.0% for the 12 months ended on December 31, 2024, as compared to 10.7% in the same prior year period.
Logistics
(unaudited) |
|
Three months ended December 31 |
|
Years ended December 31 |
||||||||||||
(in thousands of U.S. dollars) |
|
2024 |
|
% |
|
2023 |
|
% |
|
2024 |
|
% |
|
2023 |
|
% |
Total revenue |
|
431,401 |
|
|
|
504,493 |
|
|
|
1,821,711 |
|
|
|
1,697,016 |
|
|
Fuel surcharge |
|
(21,203) |
|
|
|
(32,855) |
|
|
|
(100,735) |
|
|
|
(92,138) |
|
|
Revenue |
|
410,198 |
|
100.0% |
|
471,638 |
|
100.0% |
|
1,720,976 |
|
100.0% |
|
1,604,878 |
|
100.0% |
Materials and services expenses (net of fuel |
|
266,408 |
|
64.9% |
|
309,079 |
|
65.5% |
|
1,115,292 |
|
64.8% |
|
1,102,396 |
|
68.7% |
Personnel expenses |
|
62,832 |
|
15.3% |
|
67,034 |
|
14.2% |
|
267,569 |
|
15.5% |
|
191,146 |
|
11.9% |
Other operating expenses |
|
22,874 |
|
5.6% |
|
26,323 |
|
5.6% |
|
95,438 |
|
5.5% |
|
103,715 |
|
6.5% |
Depreciation of property and equipment |
|
2,058 |
|
0.5% |
|
1,905 |
|
0.4% |
|
7,995 |
|
0.5% |
|
4,094 |
|
0.3% |
Depreciation of right-of-use assets |
|
4,750 |
|
1.2% |
|
4,712 |
|
1.0% |
|
18,595 |
|
1.1% |
|
16,583 |
|
1.0% |
Amortization of intangible assets |
|
8,417 |
|
2.1% |
|
8,185 |
|
1.7% |
|
33,829 |
|
2.0% |
|
27,237 |
|
1.7% |
Gain on sale of rolling stock and equipment |
|
(37) |
|
-0.0% |
|
(24) |
|
-0.0% |
|
(57) |
|
-0.0% |
|
(134) |
|
-0.0% |
Gain on derecognition of right-of-use assets |
|
- |
|
- |
|
(4) |
|
-0.0% |
|
(12) |
|
-0.0% |
|
(45) |
|
-0.0% |
Gain on sale of land and building |
|
— |
|
— |
|
(226) |
|
-0.0% |
|
(36) |
|
-0.0% |
|
(226) |
|
-0.0% |
Operating income |
|
42,896 |
|
10.5% |
|
54,654 |
|
11.6% |
|
182,363 |
|
10.6% |
|
160,112 |
|
10.0% |
Adjusted EBITDA1 |
|
58,121 |
|
14.2% |
|
69,230 |
|
14.7% |
|
242,746 |
|
14.1% |
|
207,800 |
|
12.9% |
Return on invested capital1 |
|
17.6% |
|
|
|
18.8% |
|
|
|
|
|
|
|
|
|
|
1 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS financial measures” section below.
Revenue
For the three months ended December 31, 2024, revenue decreased by $61.4 million, or 13%, from $471.6 million in 2023 to $410.2 million in 2024. The decrease is mostly due to the truck moving business decline of $24.6 million and the 3PL operations decline of $23.5 million with the remainder coming from the last mile business.
For the year ended December 31, 2024, revenue increased by $116.1 million, or 7%, from $1,604.9 million in 2023 to $1,721.0 million in 2024. The increase is from business acquisitions of $355.4 million and is partially offset by a decrease from existing operations of $239.3 million, of which $167.5 million is attributable to the 3PL operations.
Approximately 83% (2023 – 81%) of the Logistics segment’s revenues in the quarter were generated from operations in the U.S. and approximately 17% (2023 – 19%) were generated from operations in Canada.
13
Management’s Discussion and Analysis
Operating expenses
For the three months ended December 31, 2024, total operating expenses, net of fuel surcharge, increased by $49.7 million, or 12% relative to the same prior year period, from $417.0 million to $367.3 million. The decrease in materials and services expenses resulted from volume reductions in all of business lines within the logistics segment. Personnel expenses decreased $4.2 million, or 6%, mostly explained by the direct labor cost decrease related to volumes decreases.
For the year ended December 31, 2024, total operating expenses, net of fuel surcharge, increased by $93.8 million, or 6%, from $1,444.8 million to $1,538.6 million. The increase in total operating expenses, net of fuel surcharge, was from business acquisitions of $304.3 million partially offset by a decrease in existing operations of $210.5 million. Materials and services expenses increased by $12.8 million of which $194.1 million comes from business acquisitions offset by a $181.2 million reduction related to the 3PL volume. Personnel expenses increased $76.4 million, mainly due to business acquisitions of $91.8 million.
Operating income
Operating income for the three months ended December 31, 2024, decreased by $11.8 million, or 22%, from $54.7 million to $42.9 million. The decrease was mostly explained by lower volume in the 3PL and last mile operations.
For the year ended December 31, 2024, operating income increased by $22.3 million, or 14% as a result of contributions from business acquisitions of $51.0 million, partially offset by a decrease of $28.8 million from existing operations.
The return on invested capital of 17.6% compared to 18.5% in the same prior year period.
LIQUIDITY AND CAPITAL RESOURCES
Sources and uses of cash
(unaudited) |
|
Three months ended |
|
|
Years ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Sources of cash: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash from operating activities |
|
|
262,364 |
|
|
|
302,580 |
|
|
|
1,062,651 |
|
|
|
1,013,839 |
|
Proceeds from sale of property and equipment |
|
|
15,914 |
|
|
|
11,708 |
|
|
|
65,389 |
|
|
|
73,339 |
|
Proceeds from sale of assets held for sale |
|
|
1,990 |
|
|
|
10,143 |
|
|
|
33,404 |
|
|
|
50,280 |
|
Net variance in cash and bank indebtedness |
|
|
63,425 |
|
|
|
— |
|
|
|
353,180 |
|
|
|
— |
|
Net proceeds from long-term debt |
|
|
— |
|
|
|
269,082 |
|
|
|
225,083 |
|
|
|
558,871 |
|
Others |
|
|
1,913 |
|
|
|
24,096 |
|
|
|
32,591 |
|
|
|
126,567 |
|
Total sources |
|
|
345,606 |
|
|
|
617,609 |
|
|
|
1,772,298 |
|
|
|
1,822,896 |
|
Uses of cash: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment |
|
|
72,747 |
|
|
|
80,643 |
|
|
|
392,819 |
|
|
|
361,563 |
|
Business combinations, net of cash acquired |
|
|
12,781 |
|
|
|
10,114 |
|
|
|
957,963 |
|
|
|
628,701 |
|
Net variance in cash and bank indebtedness |
|
|
— |
|
|
|
256,100 |
|
|
|
— |
|
|
|
194,776 |
|
Net repayment of long-term debt |
|
|
138,644 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Repayment of lease liabilities |
|
|
42,088 |
|
|
|
33,576 |
|
|
|
165,350 |
|
|
|
128,107 |
|
Dividends paid |
|
|
33,145 |
|
|
|
29,983 |
|
|
|
133,928 |
|
|
|
121,095 |
|
Repurchase of own shares |
|
|
42,437 |
|
|
|
169,189 |
|
|
|
76,616 |
|
|
|
288,024 |
|
Others |
|
|
3,764 |
|
|
|
38,004 |
|
|
|
45,622 |
|
|
|
100,630 |
|
Total usage |
|
|
345,606 |
|
|
|
617,609 |
|
|
|
1,772,298 |
|
|
|
1,822,896 |
|
Cash flow from operating activities
For the year ended December 31, 2024, net cash from operating activities increased by 5% to $1,062.7 million from $1,013.8 million in 2023. This increase in net cash from operating activities is primarily due to an $82.8 million decrease in payments for income taxes as there were significant payments made in Q1 2023 for the 2022 income taxes and an increase in provisions net of payments of $49.3 million. These were partially offset by a decrease in non-cash working capital of $95.1 million, resulting primarily from a rise in sales from business acquisitions which increased the accounts receivable balance.
14
Management’s Discussion and Analysis
Cash flow used in investing activities
Property and equipment
The following table presents the additions of property and equipment by category for the three-month periods and years ended December 31, 2024 and 2023.
(unaudited) |
|
Three months ended |
|
|
Years ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Additions to property and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases as stated on cash flow statements |
|
|
72,747 |
|
|
|
80,643 |
|
|
|
392,819 |
|
|
|
361,563 |
|
Non-cash adjustments |
|
|
482 |
|
|
|
— |
|
|
|
482 |
|
|
|
(1,316 |
) |
|
|
|
73,229 |
|
|
|
80,643 |
|
|
|
393,301 |
|
|
|
360,247 |
|
Additions by category: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land and buildings |
|
|
24,059 |
|
|
|
13,622 |
|
|
|
68,580 |
|
|
|
77,516 |
|
Rolling stock |
|
|
43,896 |
|
|
|
60,355 |
|
|
|
295,452 |
|
|
|
265,687 |
|
Equipment |
|
|
5,274 |
|
|
|
6,666 |
|
|
|
29,269 |
|
|
|
17,044 |
|
|
|
|
73,229 |
|
|
|
80,643 |
|
|
|
393,301 |
|
|
|
360,247 |
|
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.
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-month periods and years ended December 31, 2024 and 2023.
(unaudited) |
|
Three months ended |
|
|
Years ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Proceeds by category: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land and buildings |
|
|
906 |
|
|
|
8,428 |
|
|
|
30,004 |
|
|
|
48,716 |
|
Rolling stock |
|
|
16,998 |
|
|
|
13,423 |
|
|
|
68,774 |
|
|
|
74,762 |
|
Equipment |
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
141 |
|
|
|
|
17,904 |
|
|
|
21,851 |
|
|
|
98,793 |
|
|
|
123,619 |
|
Gains (losses) by category: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land and buildings |
|
|
(344 |
) |
|
|
4,257 |
|
|
|
11,117 |
|
|
|
25,910 |
|
Rolling stock |
|
|
(587 |
) |
|
|
(2,582 |
) |
|
|
5,477 |
|
|
|
10,372 |
|
Equipment |
|
|
— |
|
|
|
(3 |
) |
|
|
2,016 |
|
|
|
22 |
|
|
|
|
(931 |
) |
|
|
1,672 |
|
|
|
18,610 |
|
|
|
36,304 |
|
Business acquisitions
For the year ended December 31, 2024, cash used in business acquisitions, net of cash acquired, totaled $958.0 million to acquire eleven businesses. Daseke was acquired for $770.7 million, net of cash and cash equivalents and the assumption of $314.7 million of debt. Refer to the section of this report entitled “2024 business acquisitions". Further information can be found in note 5 of the December 31, 2024 audited consolidated financial statements.
Purchase and sale of investments
For the year ended December 31, 2024, proceeds of $19.1 million were received from the sale of investments as compared to $89.2 million received in 2023. These investments were previously elected to be measured at fair value through OCI.
Cash flow used in financing activities
Debt
On March 22, 2024, the Group amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new agreement also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two, and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility is currently 1.5%. Deferred financing fees of $1.3 million were recognized on the increase. As at the end of the quarter the Company had repaid $300.0 million of this loan, including the entire first and second tranches.
15
Management’s Discussion and Analysis
NCIB on common shares
Pursuant to the renewal of the normal course issuer bid (“NCIB”), which began on November 2, 2024, and ends on November 1, 2025, the Company is authorized to repurchase for cancellation up to a maximum of 7,918,102 of its common shares under certain conditions. As at December 31, 2024, and since the inception of this NCIB, the Company has repurchased and cancelled 295,205 common shares.
For the year ended December 31, 2024, the Company repurchased 545,305 common shares (as compared to 2,609,900 during the same period in 2023) at a weighted average price of $140.50 (as compared to $110.36 in the prior year period) for a total purchase price of $76.6 million (as compared to $288.0 million the prior year period).
Free cash flow1
(unaudited) |
|
Three months ended |
|
|
Years ended |
|
||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
||||||
Net cash from operating activities |
|
|
262,364 |
|
|
|
302,580 |
|
|
|
248,348 |
|
|
|
1,062,651 |
|
|
|
1,013,839 |
|
|
|
971,645 |
|
Additions to property and equipment |
|
|
(72,747 |
) |
|
|
(80,643 |
) |
|
|
(111,716 |
) |
|
|
(392,819 |
) |
|
|
(361,563 |
) |
|
|
(350,824 |
) |
Proceeds from sale of property and equipment |
|
|
15,914 |
|
|
|
11,708 |
|
|
|
17,685 |
|
|
|
65,389 |
|
|
|
73,339 |
|
|
|
128,821 |
|
Proceeds from sale of assets held for sale |
|
|
1,990 |
|
|
|
10,143 |
|
|
|
33,956 |
|
|
|
33,404 |
|
|
|
50,280 |
|
|
|
131,250 |
|
Free cash flow |
|
|
207,521 |
|
|
|
243,788 |
|
|
|
188,273 |
|
|
|
768,625 |
|
|
|
775,895 |
|
|
|
880,892 |
|
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below. |
|
|||||||||||||||||||||||
The Company's objectives when managing its cash flow from operations is 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 solid financial position.
For the year ended December 31, 2024, the Company generated free cash flow of $768.6 million, compared to $775.9 million in 2023, which represents a year-over-year decrease of $7.3 million, or 1%. The decrease is due to reductions in cash flow from an increase in additions to property and equipment of $31.3 million, mostly related to additions for Daseke, as well as reductions in proceeds from the sale of property and equipment and assets held for sale of $24.8 million. The decrease in proceeds from the sale of property and equipment was due to a reduction in sales of equipment primarily attributable to a softer equipment resale market. This was offset by an increase in net cash from operating activities of $48.8 million primarily due to $82.8 million less in payments for income taxes as there were significant payments made in Q1 2023 for the 2022 income taxes and an increase in provisions net of payments of $49.3 million. These were partially offset by a decrease in non-cash working capital of $95.1 million, resulting primarily from a rise in sales which increased the accounts receivable balance.
Free cash flow conversion1, which measures the amount of capital employed to generate earnings, for the year ended December 31, 2024, of 80.6% compares to 82.5% in the same prior year period.
Based on the December 31, 2024, closing share price of $135.09, free cash flow1 generated by the Company in the preceding twelve months ($768.6 million, or $9.11 per share) represented a yield of 6.7%. Based on the December 31, 2023, closing share price of $133.70, free cash flow1 generated by the Company in the preceding twelve months ($775.9 million, or $9.19 per share outstanding) represented a yield of 6.9%.
Financial position
(unaudited) |
|
As at |
|
|
As at |
|
||
Intangible assets |
|
|
2,622,951 |
|
|
|
2,019,301 |
|
Total assets, less intangible assets1 |
|
|
4,522,893 |
|
|
|
4,264,319 |
|
Long-term debt |
|
|
2,402,881 |
|
|
|
1,884,182 |
|
Lease liabilities |
|
|
573,662 |
|
|
|
460,158 |
|
Shareholders' equity |
|
|
2,673,275 |
|
|
|
2,591,410 |
|
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below. |
|
|||||||
As compared to December 31, 2023, the Company’s financial position has been impacted primarily by $500.0 million of new debt and corresponding assets and liabilities obtained in the subsequent business acquisition of Daseke and from the fluctuations in exchange rates.
16
Management’s Discussion and Analysis
Contractual obligations, commitments, contingencies and off-balance sheet arrangements
The following table indicates the Company’s contractual obligations, excluding purchase commitments, with their respective maturity dates at December 31, 2024, including future interest payments.
(unaudited) |
|
Total |
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
After |
|
|||||
Unsecured revolving facility – March 2027 |
|
|
276,040 |
|
|
|
— |
|
|
|
276,040 |
|
|
|
— |
|
|
|
— |
|
Unsecured term loan – March 2025-2027 |
|
|
200,000 |
|
|
|
— |
|
|
|
200,000 |
|
|
|
— |
|
|
|
— |
|
Unsecured senior notes – December 2026 to October 2043 |
|
|
1,655,000 |
|
|
|
— |
|
|
|
150,000 |
|
|
|
515,000 |
|
|
|
990,000 |
|
Conditional sales contracts |
|
|
271,140 |
|
|
|
93,087 |
|
|
|
141,240 |
|
|
|
34,087 |
|
|
|
2,726 |
|
Lease liabilities |
|
|
573,661 |
|
|
|
151,553 |
|
|
|
218,550 |
|
|
|
92,000 |
|
|
|
111,558 |
|
Other long-term debt |
|
|
4,336 |
|
|
|
366 |
|
|
|
3,970 |
|
|
|
— |
|
|
|
— |
|
Interest on debt and lease liabilities |
|
|
811,932 |
|
|
|
125,279 |
|
|
|
202,057 |
|
|
|
138,331 |
|
|
|
346,265 |
|
Total contractual obligations |
|
|
3,792,109 |
|
|
|
370,285 |
|
|
|
1,191,857 |
|
|
|
779,418 |
|
|
|
1,450,549 |
|
On March 22, 2024, the Company amended its revolving credit facility, including the addition of a $500.0 million term loan and an extension. Under the new amendment, the revolving credit facility was extended to March 22, 2027. The new amendment also provides the Company with a non-revolving term loan for $500.0 million maturing in 1 to 3 years, $100.0 million each in year one and year two, and $300.0 million in year three. Based on certain ratios, the interest rate on the term loan is the sum of SOFR, plus an applicable margin, which can vary between 128 basis points and 190 basis points. The applicable margin on the credit facility is currently 1.65%. Deferred financing fees of $1.3 million were recognized on the increase. As at the end of the quarter, the Company had repaid $300.0 million of this loan, including the entire first and second tranches.
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:
(unaudited) |
|
Requirements |
|
As at |
|
|
Funded debt-to- EBITDA ratio [ratio of total debt, net of cash, 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] |
|
< 3.50 |
|
|
2.11 |
|
EBITDAR Coverage 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 |
|
|
4.34 |
|
As at December 31, 2024, the Company had $129.8 million of outstanding letters of credit ($106.2 million on December 31, 2023).
As at December 31, 2024, the Company had $35.6 million of purchase commitments and $26.7 million of purchase orders that the Company intends to enter into a lease (December 31, 2023 – $62.3 million and $44.4 million, respectively).
Dividends and outstanding share data
Dividends
The Company declared $38.0 million in dividends, or $0.45 per common share, in the fourth quarter of 2024. On February 19, 2025, the Board of Directors approved a quarterly dividend of $0.45 per outstanding common share of the Company’s capital, for an expected aggregate payment of $37.9 million to be paid on April 15, 2025, to shareholders of record at the close of business on March 31, 2025.
Outstanding shares and share-based awards
A total of 84,408,437 common shares were outstanding as at December 31, 2024 (December 31, 2023 – 84,441,733). There was no material change in the Company’s outstanding share capital between December 31, 2024 and February 19, 2025. The average diluted shares for the three months ended December 31, 2024, were 85,151,136 shares as compared to 86,074,702 shares in the same prior year period. The average diluted shares for the year ended December 31, 2024, were 85,243,084 shares as compared to 87,054,769 shares in the same prior year period. This reduction is due to the share repurchases and cancellations.
As at December 31, 2024, the number of outstanding options to acquire common shares issued under the Company’s stock option plan was 277,889 (December 31, 2023 – 789,898) of which 277,889 were exercisable (December 31, 2023 – 789,898). 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.
17
Management’s Discussion and Analysis
As at December 31, 2024, the number of restricted share units (‘’RSUs’’) granted under the Company’s equity incentive plan to its senior employees was 156,234 (December 31, 2023 – 191,469). On February 8, 2024, the Board of Directors approved the grant of 45,850 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. 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 $135.00 per unit.
As at December 31, 2024, the number of performance share units (‘’PSUs’’) granted under the Company’s equity incentive plan to its senior employees was 154,620 (December 31, 2023 – 183,792). On February 8, 2024, the Board of Directors approved the grant of 45,850 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. The fair value of the PSUs granted was $156.17 per unit.
During the fourth quarter, a scheduled $2.9 million payment was made to certain directors for the deferred share unit plan for board members which was settled in December 2023 for a cumulative amount of $30.5 million. $27.6 million of this settlement was paid in Q4 2023.
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 economic growth forecast from leading economists calls for modest growth, and uncertainty persists related to inflation, interest rates, heightened geopolitical conflicts such as the ongoing conflict in the Middle East and war in Ukraine, global supply chain challenges, labor shortages, potential new tariffs and slower growth in many international markets. While not immune to continued weak freight volumes industrywide, TFI International’s diversity across industrial and consumer end markets and multiple modes of transportation, along with the Company’s disciplined approach to operations and strategic acquisitions, helped support results during the fourth quarter. Should the freight cycle improve, management believes that its operational focus and well-timed investments should help drive stronger results over the long term.
TFI International remains vigilant in monitoring for new potential risks that could cause further economic disruption, resulting in additional rounds of declining freight volumes and higher costs that could adversely affect TFI’s operating companies and the markets they serve. In addition to the aforementioned macro factors, additional uncertainties include but are not limited to changes in diesel prices, labor market conditions and related changes in consumer sentiment that can affect end market demand, environmental mandates and changes to the tax code in any jurisdiction in which TFI International operates.
While North American economic uncertainty is likely to continue weighing on freight demand dynamics, management believes the Company is well positioned to navigate these operating conditions, benefiting from its solid financial foundation and strong cash flow, and its lean cost structure that stems from a longstanding focus on profitability, efficiency, network density, customer service, optimal pricing, revenue per shipment, driver retention and capacity rationalization. TFI is also pursuing operating improvements related to recent acquisitions, and has opportunities to enhance performance within most of its other operations. Longer term, TFI’s diverse industrial exposure through its specialized TL and LTL segments should benefit from a gradual shift toward domestic manufacturing potentially spurred by tariff policy, while its Logistics segment should benefit from the expansion of e-commerce and domestic truck production.
Regardless of the operating environment, management’s goal is to build shareholder value through consistent adherence to its operating principles, including customer focus that ultimately drives higher volumes and stronger pricing, an asset-light approach, and continual efforts to enhance efficiencies. In addition, TFI International values strong free cash flow generation and ample liquidity with a conservative balance sheet that features primarily fixed rate debt and limited near-term debt maturities.
18
Management’s Discussion and Analysis
This strong financial footing allows the Company to strategically invest and pursue select, accretive acquisitions even during times of market weakness, while returning excess capital to shareholders when possible.
SUMMARY OF EIGHT MOST RECENT QUARTERLY RESULTS
(in millions of U.S. dollars, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Q4’24 |
|
|
Q3’24* |
|
|
Q2’24* |
|
|
Q1’24 |
|
|
Q4’23 |
|
|
Q3’23 |
|
|
Q2’23 |
|
|
Q1’23 |
|
||||||||
Total revenue |
|
|
1,826.7 |
|
|
|
2,184.6 |
|
|
|
2,264.5 |
|
|
|
1,870.8 |
|
|
|
1,968.7 |
|
|
|
1,911.0 |
|
|
|
1,791.3 |
|
|
|
1,850.2 |
|
Adjusted EBITDA1 |
|
|
315.3 |
|
|
|
357.2 |
|
|
|
380.1 |
|
|
|
268.4 |
|
|
|
320.9 |
|
|
|
302.5 |
|
|
|
300.3 |
|
|
|
264.2 |
|
Operating income |
|
|
160.2 |
|
|
|
201.2 |
|
|
|
206.0 |
|
|
|
151.6 |
|
|
|
198.3 |
|
|
|
200.6 |
|
|
|
192.4 |
|
|
|
166.4 |
|
Net income |
|
|
88.1 |
|
|
|
125.9 |
|
|
|
115.7 |
|
|
|
92.8 |
|
|
|
131.4 |
|
|
|
133.3 |
|
|
|
128.2 |
|
|
|
111.9 |
|
EPS – basic |
|
|
1.04 |
|
|
|
1.49 |
|
|
|
1.37 |
|
|
|
1.10 |
|
|
|
1.54 |
|
|
|
1.55 |
|
|
|
1.49 |
|
|
|
1.29 |
|
EPS – diluted |
|
|
1.03 |
|
|
|
1.48 |
|
|
|
1.36 |
|
|
|
1.09 |
|
|
|
1.53 |
|
|
|
1.54 |
|
|
|
1.47 |
|
|
|
1.27 |
|
Adjusted net income1 |
|
|
101.8 |
|
|
|
136.6 |
|
|
|
145.6 |
|
|
|
105.5 |
|
|
|
147.0 |
|
|
|
136.0 |
|
|
|
138.9 |
|
|
|
116.5 |
|
Adjusted EPS - |
|
|
1.19 |
|
|
|
1.60 |
|
|
|
1.71 |
|
|
|
1.24 |
|
|
|
1.71 |
|
|
|
1.57 |
|
|
|
1.59 |
|
|
|
1.33 |
|
1 This is a non-IFRS measure. For a reconciliation refer to the “Non-IFRS financial measures” section below. |
|
|||||||||||||||||||||||||||||||
* Recasted for PPA adjustment to the Daseke acquisition. |
|
|||||||||||||||||||||||||||||||
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, on sale of business 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): Net income or loss before finance income and costs and income tax expense, as stated in the consolidated financial statements.
This MD&A includes references to certain non-IFRS financial measures as described below. These non-IFRS financial measures are not standardized financial measures under IFRS used to prepare the financial statements of the Company to which the measures relate and might not be comparable to similar financial measures disclosed by other issuers. Accordingly, they should not be considered in isolation, in addition to, nor as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of 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 and assets held for sale, impairment on assets held for sale, gain or loss on the sale of business and directly attributable expense due to the disposal and restructuring from business acquisitions. 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, that 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.
Adjusted EPS - diluted: Adjusted net income divided by the weighted average number of diluted common shares.
Adjusted EBITDA: Net income 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, sale of business, and gain or loss on disposal of intangible assets and restructuring from business acquisitions.
19
Management’s Discussion and Analysis
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.
Segmented adjusted EBITDA refers to operating income (loss) before depreciation, amortization, impairment of intangible assets, bargain purchase gain, gain or loss on sale of business, land and buildings, and assets held for sale and gain or loss on disposal of intangible assets and restructuring from business acquisitions. 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) |
|
Three months ended |
|
Years ended |
||||||||
|
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
Net income |
|
88,115 |
|
131,386 |
|
153,494 |
|
422,484 |
|
504,877 |
|
823,232 |
Net finance costs |
|
43,489 |
|
23,263 |
|
16,963 |
|
158,239 |
|
80,871 |
|
80,397 |
Income tax expense |
|
28,629 |
|
43,608 |
|
46,403 |
|
138,239 |
|
171,887 |
|
242,409 |
Depreciation of property and equipment |
|
90,641 |
|
64,053 |
|
56,587 |
|
332,580 |
|
249,835 |
|
248,638 |
Depreciation of right-of-use assets |
|
43,515 |
|
34,901 |
|
32,150 |
|
169,505 |
|
132,112 |
|
126,276 |
Amortization of intangible assets |
|
20,401 |
|
16,701 |
|
13,262 |
|
79,984 |
|
60,028 |
|
55,679 |
(Gain) loss on sale of business |
|
— |
|
— |
|
2,069 |
|
— |
|
3,011 |
|
(73,653) |
Restructuring from business acquisition |
|
— |
|
— |
|
— |
|
19,748 |
|
— |
|
— |
(Gain) loss on sale of land and buildings |
|
— |
|
— |
|
— |
|
— |
|
40 |
|
(43) |
(Gain) loss, net of impairment, on sale of assets held for sale |
|
529 |
|
7,026 |
|
(15,972) |
|
192 |
|
(14,721) |
|
(77,911) |
Adjusted EBITDA |
|
315,319 |
|
320,938 |
|
304,956 |
|
1,320,971 |
|
1,187,940 |
|
1,425,024 |
Segmented adjusted EBITDA reconciliation:
(unaudited) |
|
Three months ended |
|
Years ended |
||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Less-Than-Truckload* |
|
|
|
|
|
|
|
|
Operating income |
|
70,326 |
|
106,158 |
|
361,235 |
|
424,789 |
Depreciation and amortization |
|
52,246 |
|
52,600 |
|
213,524 |
|
198,754 |
(Gain) loss on sale of land and buildings |
|
— |
|
(1) |
|
— |
|
35 |
(Gain) loss, net of impairment, on sale of assets held for sale |
|
1,023 |
|
7,246 |
|
2,549 |
|
(10,539) |
Adjusted EBITDA |
|
123,595 |
|
166,003 |
|
577,308 |
|
613,039 |
Truckload |
|
|
|
|
|
|
|
|
Operating income |
|
59,652 |
|
50,657 |
|
252,435 |
|
237,393 |
Depreciation and amortization |
|
88,268 |
|
48,106 |
|
307,244 |
|
194,761 |
Loss on sale of land and buildings |
|
— |
|
1 |
|
— |
|
5 |
(Gain) loss on sale of assets held for sale |
|
(494) |
|
6 |
|
(2,321) |
|
(3,956) |
Adjusted EBITDA |
|
147,426 |
|
98,770 |
|
557,358 |
|
428,203 |
Logistics |
|
|
|
|
|
|
|
|
Operating income |
|
42,896 |
|
54,654 |
|
182,363 |
|
160,112 |
Depreciation and amortization |
|
15,225 |
|
14,802 |
|
60,419 |
|
47,914 |
Gain on sale of assets held for sale |
|
— |
|
(226) |
|
(36) |
|
(226) |
Adjusted EBITDA |
|
58,121 |
|
69,230 |
|
242,746 |
|
207,800 |
Corporate |
|
|
|
|
|
|
|
|
Operating loss |
|
(12,641) |
|
(13,212) |
|
(77,071) |
|
(64,659) |
Depreciation and amortization |
|
(1,182) |
|
147 |
|
882 |
|
546 |
Loss on sale of business |
|
— |
|
— |
|
— |
|
3,011 |
Restructuring from business acquisitions |
|
— |
|
— |
|
19,748 |
|
— |
Adjusted EBITDA |
|
(13,823) |
|
(13,065) |
|
(56,441) |
|
(61,102) |
* In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments. |
||||||||
Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue before fuel surcharge.
Annualized dividend is calculated by annualizing the cash outflow of the most recent dividend issued and dividing by the trailing twelve month free cash flow. Management believes that this measure provides insight on the amount of free cash to be used fund the dividend, and consequently what can be used for other purposes. The annualized dividend as at December 31, 2023 was 17.4%.
20
Management’s Discussion and Analysis
Free cash flow: Net cash from 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 16.
Free cash flow conversion: Adjusted EBITDA less net capital expenditures, divided by the adjusted EBITDA. Management believes that this measure provides a benchmark to evaluate the performance of the Company in regard to its ability to convert its operating profit into free cash flow.
Free cash flow conversion reconciliation:
(unaudited) |
|
Three months ended |
|
Years ended |
||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Net income |
|
88,115 |
|
131,386 |
|
422,484 |
|
504,877 |
Net finance costs |
|
43,489 |
|
23,263 |
|
158,239 |
|
80,871 |
Income tax expense |
|
28,629 |
|
43,608 |
|
138,239 |
|
171,887 |
Depreciation of property and equipment |
|
90,641 |
|
64,053 |
|
332,580 |
|
249,835 |
Depreciation of right-of-use assets |
|
43,515 |
|
34,901 |
|
169,505 |
|
132,112 |
Amortization of intangible assets |
|
20,401 |
|
16,701 |
|
79,984 |
|
60,028 |
Loss on the sale of business |
|
— |
|
— |
|
— |
|
3,011 |
Restructuring from business acquisition |
|
— |
|
— |
|
19,748 |
|
— |
Loss on sale of land and buildings |
|
— |
|
— |
|
— |
|
40 |
(Gain) loss, net of impairment, on sale assets held for sale |
|
529 |
|
7,026 |
|
192 |
|
(14,721) |
Adjusted EBITDA |
|
315,319 |
|
320,938 |
|
1,320,971 |
|
1,187,940 |
Net capital expenditures |
|
(32,172) |
|
(53,598) |
|
(255,932) |
|
(207,828) |
Adjusted EBITDA less net capital expenditures |
|
283,147 |
|
267,340 |
|
1,065,039 |
|
980,112 |
Free cash flow conversion |
|
89.8% |
|
83.3% |
|
80.6% |
|
82.5% |
Total assets less intangible assets: Management believes that this presents a more useful basis to evaluate the return on the productive assets. The excluded intangibles relate primarily to intangibles assets acquired through business acquisitions.
(unaudited) |
|
|
|
Less- |
|
|
Truckload |
|
|
Logistics |
|
|
Corporate |
|
|
Eliminations |
|
|
Total |
|
||||||
As at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets |
|
|
|
|
2,618,714 |
|
|
|
3,374,010 |
|
|
|
1,098,617 |
|
|
|
54,503 |
|
|
|
- |
|
|
|
7,145,844 |
|
Intangible assets |
|
|
|
|
396,533 |
|
|
|
1,491,373 |
|
|
|
734,736 |
|
|
|
309 |
|
|
|
- |
|
|
|
2,622,951 |
|
Total assets less intangible assets |
|
|
|
|
2,222,181 |
|
|
|
1,882,637 |
|
|
|
363,881 |
|
|
|
54,194 |
|
|
|
- |
|
|
|
4,522,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets |
|
|
|
|
2,688,854 |
|
|
|
2,004,163 |
|
|
|
1,140,174 |
|
|
|
450,429 |
|
|
|
- |
|
|
|
6,283,620 |
|
Intangible assets |
|
|
|
|
378,623 |
|
|
|
857,666 |
|
|
|
782,923 |
|
|
|
89 |
|
|
|
- |
|
|
|
2,019,301 |
|
Total assets less intangible assets |
|
|
|
|
2,310,231 |
|
|
|
1,146,497 |
|
|
|
357,251 |
|
|
|
450,340 |
|
|
|
- |
|
|
|
4,264,319 |
|
* In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments. |
|
|||||||||||||||||||||||||
21
Management’s Discussion and Analysis
Net capital expenditures: Additions to rolling stock and equipment, net of proceeds from the sale of rolling stock and equipment and assets held for sale excluding property. Management believes that this measure illustrates the recurring net capital expenditures which are required for the respective period.
(unaudited) |
|
|
|
Less- |
|
|
Truckload |
|
|
Logistics |
|
|
Corporate |
|
|
Eliminations |
|
Total |
|
|||||
Three months ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to rolling stock |
|
|
|
|
14,405 |
|
|
|
27,779 |
|
|
|
1,712 |
|
|
|
- |
|
|
|
|
|
43,896 |
|
Additions to equipment |
|
|
|
|
3,104 |
|
|
|
2,025 |
|
|
|
19 |
|
|
|
126 |
|
|
|
|
|
5,274 |
|
Proceeds from the sale of rolling stock |
|
|
|
|
(2,859 |
) |
|
|
(14,037 |
) |
|
|
(102 |
) |
|
|
- |
|
|
|
|
|
(16,998 |
) |
Proceeds from the sale of equipment |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
Net capital expenditures |
|
|
|
|
14,650 |
|
|
|
15,767 |
|
|
|
1,629 |
|
|
|
126 |
|
|
|
|
|
32,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Three months ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to rolling stock |
|
|
|
|
46,910 |
|
|
|
11,821 |
|
|
|
1,624 |
|
|
|
- |
|
|
|
|
|
60,355 |
|
Additions to equipment |
|
|
|
|
4,369 |
|
|
|
1,887 |
|
|
|
281 |
|
|
|
129 |
|
|
|
|
|
6,666 |
|
Proceeds from the sale of rolling stock |
|
|
|
|
(4,327 |
) |
|
|
(8,983 |
) |
|
|
(113 |
) |
|
|
- |
|
|
|
|
|
(13,423 |
) |
Proceeds from the sale of equipment |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
Net capital expenditures |
|
|
|
|
46,952 |
|
|
|
4,725 |
|
|
|
1,792 |
|
|
|
129 |
|
|
|
|
|
53,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to rolling stock |
|
|
|
|
122,125 |
|
|
|
168,166 |
|
|
|
5,161 |
|
|
|
- |
|
|
|
|
|
295,452 |
|
Additions to equipment |
|
|
|
|
21,509 |
|
|
|
6,441 |
|
|
|
589 |
|
|
|
730 |
|
|
|
|
|
29,269 |
|
Proceeds from the sale of rolling stock |
|
|
|
|
(19,234 |
) |
|
|
(48,745 |
) |
|
|
(189 |
) |
|
|
(606 |
) |
|
|
|
|
(68,774 |
) |
Proceeds from the sale of equipment |
|
|
|
|
- |
|
|
|
(15 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
(15 |
) |
Net capital expenditures |
|
|
|
|
124,400 |
|
|
|
125,847 |
|
|
|
5,561 |
|
|
|
124 |
|
|
|
|
|
255,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to rolling stock |
|
|
|
|
190,958 |
|
|
|
72,000 |
|
|
|
2,729 |
|
|
|
- |
|
|
|
|
|
265,687 |
|
Additions to equipment |
|
|
|
|
9,386 |
|
|
|
6,078 |
|
|
|
1,342 |
|
|
|
238 |
|
|
|
|
|
17,044 |
|
Proceeds from the sale of rolling stock |
|
|
|
|
(25,466 |
) |
|
|
(48,962 |
) |
|
|
(334 |
) |
|
|
- |
|
|
|
|
|
(74,762 |
) |
Proceeds from the sale of equipment |
|
|
|
|
(111 |
) |
|
|
(18 |
) |
|
|
(12 |
) |
|
|
- |
|
|
|
|
|
(141 |
) |
Net capital expenditures |
|
|
|
|
174,767 |
|
|
|
29,098 |
|
|
|
3,725 |
|
|
|
238 |
|
|
|
|
|
207,828 |
|
* In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments. |
|
|||||||||||||||||||||||
Operating margin is calculated as operating income (loss) as a percentage of revenue before fuel surcharge.
Adjusted operating ratio: Operating expenses before gain on sale of business, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale, gain or loss on disposal of intangible assets, and restructuring from business acquisitions (“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.
Consolidated adjusted operating ratio reconciliation:
(unaudited) |
|
Three months ended |
|
Years ended |
||||||||
|
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
Operating expenses |
|
1,916,654 |
|
1,770,421 |
|
1,739,834 |
|
7,677,868 |
|
6,763,532 |
|
7,666,453 |
Gain (loss) on sale of business |
|
— |
|
— |
|
(2,069) |
|
— |
|
(3,011) |
|
73,653 |
Gain (loss) on sale of land and building |
|
— |
|
— |
|
— |
|
— |
|
(40) |
|
43 |
Gain (loss), net of impairment, on sale of assets held for sale |
|
(529) |
|
(7,026) |
|
15,972 |
|
(192) |
|
14,721 |
|
77,911 |
Restructuring from business acquisition |
|
— |
|
— |
|
— |
|
(19,748) |
|
— |
|
— |
Adjusted operating expenses |
|
1,916,125 |
|
1,763,395 |
|
1,753,737 |
|
7,657,928 |
|
6,775,202 |
|
7,818,060 |
Fuel surcharge revenue |
|
(250,212) |
|
(294,564) |
|
(340,199) |
|
(1,092,204) |
|
(1,104,281) |
|
(1,455,427) |
Adjusted operating expenses, net of fuel surcharge revenue |
|
1,665,913 |
|
1,468,831 |
|
1,413,538 |
|
6,565,724 |
|
5,670,921 |
|
6,362,633 |
Revenue before fuel surcharge |
|
1,826,675 |
|
1,674,114 |
|
1,616,495 |
|
7,304,626 |
|
6,416,886 |
|
7,357,064 |
Adjusted operating ratio |
|
91.2% |
|
87.7% |
|
87.4% |
|
89.9% |
|
88.4% |
|
86.5% |
22
Management’s Discussion and Analysis
Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations:
(unaudited) |
|
Three months ended |
|
Years ended |
||||
|
|
2024 |
|
2023* |
|
2024 |
|
2023* |
Less-Than-Truckload |
|
|
|
|
|
|
|
|
Total revenue |
|
876,140 |
|
1,001,882 |
|
3,702,934 |
|
3,948,657 |
Total operating expenses |
|
805,814 |
|
895,724 |
|
3,341,699 |
|
3,523,868 |
Operating income |
|
70,326 |
|
106,158 |
|
361,235 |
|
424,789 |
Operating expenses |
|
805,814 |
|
895,724 |
|
3,341,699 |
|
3,523,868 |
Gain (loss) on sale of land and buildings |
|
— |
|
1 |
|
— |
|
(35) |
Gain (loss), net of impairment, on sale of assets held for sale |
|
(1,023) |
|
(7,246) |
|
(2,549) |
|
10,539 |
Adjusted operating expenses |
|
804,791 |
|
888,479 |
|
3,339,150 |
|
3,534,372 |
Fuel surcharge revenue |
|
(138,849) |
|
(184,600) |
|
(617,207) |
|
(712,389) |
Adjusted operating expenses, net of fuel surcharge revenue |
|
665,942 |
|
703,879 |
|
2,721,943 |
|
2,821,983 |
Revenue before fuel surcharge |
|
737,291 |
|
817,282 |
|
3,085,727 |
|
3,236,268 |
Adjusted operating ratio |
|
90.3% |
|
86.1% |
|
88.2% |
|
87.2% |
Less-Than-Truckload - Revenue before fuel surcharge |
|
|
|
|
|
|
|
|
U.S. based LTL |
|
484,034 |
|
562,666 |
|
2,113,797 |
|
2,262,987 |
Canadian based LTL |
|
134,653 |
|
138,241 |
|
551,440 |
|
531,784 |
Package and Courier |
|
125,033 |
|
122,033 |
|
445,409 |
|
461,930 |
Eliminations |
|
(6,429) |
|
(5,658) |
|
(24,919) |
|
(20,433) |
|
|
737,291 |
|
817,282 |
|
3,085,727 |
|
3,236,268 |
Less-Than-Truckload - Fuel surcharge revenue |
|
|
|
|
|
|
|
|
U.S. based LTL |
|
80,170 |
|
112,079 |
|
375,768 |
|
447,820 |
Canadian based LTL |
|
30,119 |
|
39,388 |
|
136,387 |
|
147,247 |
Package and Courier |
|
29,421 |
|
34,165 |
|
109,037 |
|
121,268 |
Eliminations |
|
(861) |
|
(1,032) |
|
(3,985) |
|
(3,946) |
|
|
138,849 |
|
184,600 |
|
617,207 |
|
712,389 |
Less-Than-Truckload - Operating income (loss) |
|
|
|
|
|
|
|
|
U.S. based LTL |
|
12,150 |
|
43,627 |
|
143,683 |
|
186,231 |
Canadian based LTL |
|
25,570 |
|
27,820 |
|
119,117 |
|
124,198 |
Package and Courier |
|
32,606 |
|
34,711 |
|
98,435 |
|
114,360 |
|
|
70,326 |
|
106,158 |
|
361,235 |
|
424,789 |
U.S. based LTL |
|
|
|
|
|
|
|
|
Operating expenses** |
|
552,054 |
|
631,118 |
|
2,345,882 |
|
2,524,576 |
Gain (loss) on sale of land and buildings |
|
- |
|
1 |
|
- |
|
(35) |
Gain (loss), net of impairment, on sale of assets held for sale |
|
(1,023) |
|
(7,247) |
|
(2,549) |
|
10,549 |
Adjusted operating expenses |
|
551,031 |
|
623,872 |
|
2,343,333 |
|
2,535,090 |
Fuel surcharge revenue |
|
(80,170) |
|
(112,079) |
|
(375,768) |
|
(447,820) |
Adjusted operating expenses, net of fuel surcharge |
|
470,861 |
|
511,793 |
|
1,967,565 |
|
2,087,270 |
Revenue before fuel surcharge |
|
484,034 |
|
562,666 |
|
2,113,797 |
|
2,262,987 |
Adjusted operating ratio |
|
97.3% |
|
91.0% |
|
93.1% |
|
92.2% |
Canadian based LTL |
|
|
|
|
|
|
|
|
Operating expenses** |
|
139,202 |
|
149,809 |
|
568,710 |
|
554,833 |
Gain (loss) on sale land and building and assets held for sale |
|
- |
|
1 |
|
- |
|
(3) |
Adjusted operating expenses |
|
139,202 |
|
149,810 |
|
568,710 |
|
554,830 |
Fuel surcharge revenue |
|
(30,119) |
|
(39,388) |
|
(136,387) |
|
(147,247) |
Adjusted operating expenses, net of fuel surcharge |
|
109,083 |
|
110,422 |
|
432,323 |
|
407,583 |
Revenue before fuel surcharge |
|
134,653 |
|
138,241 |
|
551,440 |
|
531,784 |
Adjusted operating ratio |
|
81.0% |
|
79.9% |
|
78.4% |
|
76.6% |
Package and Courier |
|
|
|
|
|
|
|
|
Operating expenses** |
|
121,848 |
|
121,487 |
|
456,011 |
|
468,838 |
Loss on sale of assets held for sale |
|
- |
|
- |
|
- |
|
(7) |
Adjusted operating expenses |
|
121,848 |
|
121,487 |
|
456,011 |
|
468,831 |
Fuel surcharge revenue |
|
(29,421) |
|
(34,164) |
|
(109,037) |
|
(121,268) |
Adjusted operating expenses, net of fuel surcharge |
|
92,427 |
|
87,323 |
|
346,974 |
|
347,563 |
Revenue before fuel surcharge |
|
125,033 |
|
122,034 |
|
445,409 |
|
461,930 |
Adjusted operating ratio |
|
73.9% |
|
71.6% |
|
77.9% |
|
75.2% |
* In the second quarter of fiscal 2024, it was determined that Package and Courier operating segment should be aggregated with the Canadian Less-Than-Truckload and U.S. Less-Than-Truckload operating segments, forming the Less-Than-Truckload reportable segment. Comparative information for Less-Than-Truckload reportable segment has been recast to be consistent with current reportable segments. |
||||||||
* Operating expenses excluding intra LTL eliminations
23
Management’s Discussion and Analysis
Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations (continued):
(unaudited) |
|
Three months ended |
|
|
Years ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Truckload |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
|
786,338 |
|
|
|
479,596 |
|
|
|
2,937,305 |
|
|
|
1,936,038 |
|
Total operating expenses |
|
|
726,686 |
|
|
|
428,939 |
|
|
|
2,684,870 |
|
|
|
1,698,645 |
|
Operating income |
|
|
59,652 |
|
|
|
50,657 |
|
|
|
252,435 |
|
|
|
237,393 |
|
Operating expenses |
|
|
726,686 |
|
|
|
428,939 |
|
|
|
2,684,870 |
|
|
|
1,698,645 |
|
Loss on sale of land and buildings |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(5 |
) |
Gain (loss) on sale of assets held for sale |
|
|
494 |
|
|
|
(6 |
) |
|
|
2,321 |
|
|
|
3,956 |
|
Adjusted operating expenses |
|
|
727,180 |
|
|
|
428,932 |
|
|
|
2,687,191 |
|
|
|
1,702,596 |
|
Fuel surcharge revenue |
|
|
(93,098 |
) |
|
|
(80,319 |
) |
|
|
(385,765 |
) |
|
|
(310,446 |
) |
Adjusted operating expenses, net of fuel surcharge revenue |
|
|
634,082 |
|
|
|
348,613 |
|
|
|
2,301,426 |
|
|
|
1,392,150 |
|
Revenue before fuel surcharge |
|
|
693,240 |
|
|
|
399,277 |
|
|
|
2,551,540 |
|
|
|
1,625,592 |
|
Adjusted operating ratio |
|
|
91.5 |
% |
|
|
87.3 |
% |
|
|
90.2 |
% |
|
|
85.6 |
% |
Truckload - Revenue before fuel surcharge |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian based Conventional TL |
|
|
76,282 |
|
|
|
77,815 |
|
|
|
307,958 |
|
|
|
311,838 |
|
Specialized TL |
|
|
619,054 |
|
|
|
323,952 |
|
|
|
2,252,699 |
|
|
|
1,323,083 |
|
Eliminations |
|
|
(2,096 |
) |
|
|
(2,490 |
) |
|
|
(9,117 |
) |
|
|
(9,329 |
) |
|
|
|
693,240 |
|
|
|
399,277 |
|
|
|
2,551,540 |
|
|
|
1,625,592 |
|
Truckload - Fuel surcharge revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian based Conventional TL |
|
|
11,473 |
|
|
|
15,287 |
|
|
|
52,122 |
|
|
|
57,447 |
|
Specialized TL |
|
|
81,814 |
|
|
|
65,366 |
|
|
|
334,698 |
|
|
|
254,161 |
|
Eliminations |
|
|
(189 |
) |
|
|
(334 |
) |
|
|
(1,055 |
) |
|
|
(1,162 |
) |
|
|
|
93,098 |
|
|
|
80,319 |
|
|
|
385,765 |
|
|
|
310,446 |
|
Truckload - Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian based Conventional TL |
|
|
7,408 |
|
|
|
8,584 |
|
|
|
30,287 |
|
|
|
45,004 |
|
Specialized TL |
|
|
52,244 |
|
|
|
42,073 |
|
|
|
222,148 |
|
|
|
192,389 |
|
|
|
|
59,652 |
|
|
|
50,657 |
|
|
|
252,435 |
|
|
|
237,393 |
|
Canadian based Conventional TL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses* |
|
|
80,347 |
|
|
|
84,518 |
|
|
|
329,793 |
|
|
|
324,281 |
|
Fuel surcharge revenue |
|
|
(11,473 |
) |
|
|
(15,287 |
) |
|
|
(52,122 |
) |
|
|
(57,447 |
) |
Adjusted operating expenses, net of fuel surcharge revenue |
|
|
68,874 |
|
|
|
69,231 |
|
|
|
277,671 |
|
|
|
266,834 |
|
Revenue before fuel surcharge |
|
|
76,282 |
|
|
|
77,815 |
|
|
|
307,958 |
|
|
|
311,838 |
|
Adjusted operating ratio |
|
|
90.3 |
% |
|
|
89.0 |
% |
|
|
90.2 |
% |
|
|
85.6 |
% |
Specialized TL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses* |
|
|
648,624 |
|
|
|
347,245 |
|
|
|
2,365,249 |
|
|
|
1,384,855 |
|
Loss on sale of land and buildings |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(5 |
) |
Gain (loss) on sale of assets held for sale |
|
|
494 |
|
|
|
(6 |
) |
|
|
2,321 |
|
|
|
3,956 |
|
Adjusted operating expenses |
|
|
649,118 |
|
|
|
347,238 |
|
|
|
2,367,570 |
|
|
|
1,388,806 |
|
Fuel surcharge revenue |
|
|
(81,814 |
) |
|
|
(65,366 |
) |
|
|
(334,698 |
) |
|
|
(254,161 |
) |
Adjusted operating expenses, net of fuel surcharge revenue |
|
|
567,304 |
|
|
|
281,872 |
|
|
|
2,032,872 |
|
|
|
1,134,645 |
|
Revenue before fuel surcharge |
|
|
619,054 |
|
|
|
323,952 |
|
|
|
2,252,699 |
|
|
|
1,323,083 |
|
Adjusted operating ratio |
|
|
91.6 |
% |
|
|
87.0 |
% |
|
|
90.2 |
% |
|
|
85.8 |
% |
* Operating expenses excluding intra TL eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
24
Management’s Discussion and Analysis
Return on invested capital (“ROIC”): Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds. The Company calculates ROIC as segment operating income net of exclusions, after tax, divided by the segment average invested capital. Operating income net of exclusions, after tax, is calculated as the trailing twelve months of operating income before bargain purchase gain, gain or loss on the sale of land and buildings and assets held for sale, and amortization of intangible assets, after tax using the statutory tax rate of the Company. Average invested capital is calculated as total assets excluding intangibles, net of trade and other payables, current taxes payable and provisions averaged between the beginning and ending balance over a twelve-month period.
Return on invested capital segment reconciliation: |
|
|||||||
|
|
|
|
|
|
|
||
(unaudited) |
|
As at |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Less-Than-Truckload |
|
|
|
|
|
|
||
Operating income |
|
|
361,235 |
|
|
|
424,789 |
|
Loss on sale of land and buildings |
|
|
— |
|
|
|
35 |
|
(Gain) loss, net of impairment, on sale of assets held for sale |
|
|
2,549 |
|
|
|
(10,539 |
) |
Amortization of intangible assets |
|
|
12,531 |
|
|
|
9,511 |
|
Operating income, net of exclusions |
|
|
376,315 |
|
|
|
423,796 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
276,592 |
|
|
|
311,490 |
|
Intangible assets |
|
|
396,532 |
|
|
|
378,623 |
|
Total assets, excluding intangible assets |
|
|
1,950,589 |
|
|
|
2,038,638 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(658,208 |
) |
|
|
(703,722 |
) |
Total invested capital, current year |
|
|
1,688,913 |
|
|
|
1,713,539 |
|
Intangible assets, prior year |
|
|
378,623 |
|
|
|
347,917 |
|
Total assets, excluding intangible assets, prior year |
|
|
2,038,638 |
|
|
|
2,018,842 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(703,722 |
) |
|
|
(782,207 |
) |
Total invested capital, prior year |
|
|
1,713,539 |
|
|
|
1,584,552 |
|
Average invested capital |
|
|
1,701,226 |
|
|
|
1,649,046 |
|
Return on invested capital |
|
|
16.3 |
% |
|
|
18.9 |
% |
Less-Than-Truckload - Package and Courier |
|
|
|
|
|
|
||
Operating income |
|
|
98,435 |
|
|
|
114,360 |
|
Loss on sale of assets held for sale |
|
|
— |
|
|
|
7 |
|
Amortization of intangible assets |
|
|
595 |
|
|
|
627 |
|
Operating income, net of exclusions |
|
|
99,030 |
|
|
|
114,994 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
72,787 |
|
|
|
84,521 |
|
Intangible assets |
|
|
168,280 |
|
|
|
183,841 |
|
Total assets, excluding intangible assets |
|
|
203,719 |
|
|
|
175,336 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(57,530 |
) |
|
|
(53,870 |
) |
Total invested capital, current year |
|
|
314,469 |
|
|
|
305,307 |
|
Intangible assets, prior year |
|
|
183,841 |
|
|
|
180,119 |
|
Total assets, excluding intangible assets, prior year |
|
|
175,336 |
|
|
|
182,605 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(53,870 |
) |
|
|
(67,428 |
) |
Total invested capital, prior year |
|
|
305,307 |
|
|
|
295,296 |
|
Average invested capital |
|
|
309,888 |
|
|
|
300,302 |
|
Return on invested capital |
|
|
23.5 |
% |
|
|
28.1 |
% |
Less-Than-Truckload - Canadian based LTL |
|
|
|
|
|
|
||
Operating income |
|
|
119,117 |
|
|
|
124,198 |
|
Loss on sale of assets held for sale |
|
|
— |
|
|
|
3 |
|
Amortization of intangible assets |
|
|
7,071 |
|
|
|
7,531 |
|
Operating income, net of exclusions |
|
|
126,188 |
|
|
|
131,732 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
92,748 |
|
|
|
96,823 |
|
Intangible assets |
|
|
158,936 |
|
|
|
184,025 |
|
Total assets, excluding intangible assets |
|
|
386,814 |
|
|
|
418,217 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(68,546 |
) |
|
|
(78,384 |
) |
Total invested capital, current year |
|
|
477,204 |
|
|
|
523,858 |
|
Intangible assets, prior year |
|
|
184,025 |
|
|
|
162,397 |
|
Total assets, excluding intangible assets, prior year |
|
|
418,217 |
|
|
|
352,949 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(78,384 |
) |
|
|
(77,439 |
) |
Total invested capital, prior year |
|
|
523,858 |
|
|
|
437,907 |
|
Average invested capital |
|
|
500,531 |
|
|
|
480,883 |
|
Return on invested capital |
|
|
18.5 |
% |
|
|
20.1 |
% |
25
Management’s Discussion and Analysis
Return on invested capital segment reconciliation (continued): |
|
|||||||
|
|
|
|
|
|
|
||
(unaudited) |
|
As at |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Truckload |
|
|
|
|
|
|
||
Operating income |
|
|
252,435 |
|
|
|
237,393 |
|
Loss on sale of land and buildings |
|
|
— |
|
|
|
5 |
|
Gain on sale of assets held for sale |
|
|
(2,321 |
) |
|
|
(3,956 |
) |
Amortization of intangible assets |
|
|
33,532 |
|
|
|
23,169 |
|
Operating income, net of exclusions |
|
|
283,646 |
|
|
|
256,611 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
208,480 |
|
|
|
188,609 |
|
Intangible assets |
|
|
1,491,373 |
|
|
|
857,666 |
|
Total assets, excluding intangible assets |
|
|
1,882,636 |
|
|
|
1,146,497 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(288,609 |
) |
|
|
(151,404 |
) |
Total invested capital, current year |
|
|
3,085,400 |
|
|
|
1,852,759 |
|
Intangible assets, prior year |
|
|
857,666 |
|
|
|
775,463 |
|
Total assets, excluding intangible assets, prior year |
|
|
1,146,497 |
|
|
|
1,092,304 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(151,404 |
) |
|
|
(191,768 |
) |
Total invested capital, prior year |
|
|
1,852,759 |
|
|
|
1,675,999 |
|
Average invested capital |
|
|
2,469,080 |
|
|
|
1,764,380 |
|
Return on invested capital |
|
|
8.4 |
% |
|
|
10.7 |
% |
Truckload - Canadian based Conventional TL |
|
|
|
|
|
|
||
Operating income |
|
|
30,287 |
|
|
|
45,004 |
|
Amortization of intangible assets |
|
|
2,286 |
|
|
|
2,133 |
|
Operating income, net of exclusions |
|
|
32,573 |
|
|
|
47,137 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
23,941 |
|
|
|
34,646 |
|
Intangible assets |
|
|
114,181 |
|
|
|
121,871 |
|
Total assets, excluding intangible assets |
|
|
202,560 |
|
|
|
210,872 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(29,470 |
) |
|
|
(26,866 |
) |
Total invested capital, current year |
|
|
287,271 |
|
|
|
305,877 |
|
Intangible assets, prior year |
|
|
121,871 |
|
|
|
96,941 |
|
Total assets, excluding intangible assets, prior year |
|
|
210,872 |
|
|
|
185,740 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(26,866 |
) |
|
|
(40,671 |
) |
Total invested capital, prior year |
|
|
305,877 |
|
|
|
242,010 |
|
Average invested capital |
|
|
296,574 |
|
|
|
273,944 |
|
Return on invested capital |
|
|
8.1 |
% |
|
|
12.6 |
% |
Truckload - Specialized TL |
|
|
|
|
|
|
||
Operating income |
|
|
222,148 |
|
|
|
192,389 |
|
Loss on sale of land and buildings |
|
|
— |
|
|
|
5 |
|
Gain on sale of assets held for sale |
|
|
(2,321 |
) |
|
|
(3,956 |
) |
Amortization of intangible assets |
|
|
31,246 |
|
|
|
21,036 |
|
Operating income, net of exclusions |
|
|
251,073 |
|
|
|
209,474 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
184,539 |
|
|
|
153,963 |
|
Intangible assets |
|
|
1,377,192 |
|
|
|
735,795 |
|
Total assets, excluding intangible assets |
|
|
1,680,076 |
|
|
|
935,625 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(259,139 |
) |
|
|
(124,538 |
) |
Total invested capital, current year |
|
|
2,798,129 |
|
|
|
1,546,882 |
|
Intangible assets, prior year |
|
|
735,795 |
|
|
|
678,522 |
|
Total assets, excluding intangible assets, prior year |
|
|
935,625 |
|
|
|
906,564 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(124,538 |
) |
|
|
(151,097 |
) |
Total invested capital, prior year |
|
|
1,546,882 |
|
|
|
1,433,989 |
|
Average invested capital |
|
|
2,172,506 |
|
|
|
1,490,436 |
|
Return on invested capital |
|
|
8.5 |
% |
|
|
10.3 |
% |
26
Management’s Discussion and Analysis
Return on invested capital segment reconciliation (continued): |
|
|||||||
|
|
|
|
|
|
|
||
(unaudited) |
|
As at |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Logistics |
|
|
|
|
|
|
||
Operating income |
|
|
182,363 |
|
|
|
160,112 |
|
Gain on sale of assets held for sale |
|
|
(36 |
) |
|
|
(226 |
) |
Amortization of intangible assets |
|
|
33,829 |
|
|
|
27,237 |
|
Operating income, net of exclusions |
|
|
216,156 |
|
|
|
187,123 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
158,875 |
|
|
|
137,535 |
|
Intangible assets |
|
|
734,736 |
|
|
|
782,923 |
|
Total assets, excluding intangible assets |
|
|
363,880 |
|
|
|
357,251 |
|
less: Trade and other payables, income taxes payable and provisions |
|
|
(213,747 |
) |
|
|
(220,328 |
) |
Total invested capital, current year |
|
|
884,869 |
|
|
|
919,846 |
|
Intangible assets, prior year |
|
|
782,923 |
|
|
|
468,547 |
|
Total assets, excluding intangible assets, prior year |
|
|
357,251 |
|
|
|
263,550 |
|
less: Trade and other payables, income taxes payable and provisions, prior year |
|
|
(220,328 |
) |
|
|
(186,557 |
) |
Total invested capital, prior year |
|
|
919,846 |
|
|
|
545,540 |
|
Average invested capital |
|
|
902,358 |
|
|
|
732,693 |
|
Return on invested capital |
|
|
17.6 |
% |
|
|
18.8 |
% |
Return on invested capital for US LTL: Management believes ROIC at the segment level is a useful measure in the efficiency in the use of capital funds. The return on invested capital of the U.S. based LTL has been modified to remove the impacts of the bargain purchase gain from the operating income net of exclusions as well as from the average invested capital to align the capital with the acquisition price.
(unaudited) |
|
As at December 31 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Less-Than-Truckload - U.S. based LTL |
|
|
|
|
|
|
||
Operating income |
|
|
143,683 |
|
|
|
186,231 |
|
Loss on sale of land and buildings |
|
|
— |
|
|
|
35 |
|
(Gain) loss, net of impairment, on sale of assets held for sale |
|
|
2,549 |
|
|
|
(10,549 |
) |
Amortization of intangible assets |
|
|
4,865 |
|
|
|
1,353 |
|
Operating income, net of exclusions |
|
|
151,097 |
|
|
|
177,070 |
|
Income tax |
|
|
26.5 |
% |
|
|
26.5 |
% |
Operating income net of exclusions, after tax |
|
|
111,056 |
|
|
|
130,146 |
|
Intangible assets |
|
|
69,316 |
|
|
|
10,757 |
|
Total assets, excluding intangible assets |
|
|
1,360,056 |
|
|
|
1,445,085 |
|
less: Total liabilities |
|
|
(532,132 |
) |
|
|
(571,468 |
) |
Total invested capital, current year |
|
|
897,240 |
|
|
|
884,374 |
|
Total invested capital, acquisition price |
|
|
838,910 |
|
|
|
838,910 |
|
Average invested capital |
|
|
868,075 |
|
|
|
861,642 |
|
Return on invested capital |
|
|
12.8 |
% |
|
|
15.1 |
% |
27
Management’s Discussion and Analysis
RISKS AND UNCERTAINTIES
The Company’s future results may be affected by a number of factors over many of which the Company has little or no control. The following discussion of risk factors contains forward-looking statements. The following issues, uncertainties and risks, among others, should be considered in evaluating the Company’s business, prospects, financial condition, results of operations and cash flows.
Competition. The Company faces growing competition from other transporters in Canada, the United States and Mexico. These factors, including the following, could impair the Company’s ability to maintain or improve its profitability and could have a material adverse effect on the Company’s results of operations:
Regulation. In Canada, carriers must obtain licenses issued by provincial transport boards in order to carry goods inter-provincially or to transport goods within any province. Licensing from U.S. and Mexican regulatory authorities is also required for the transportation of goods in Canada, the United States, and Mexico. Any change in or violation of existing or future regulations could have an adverse impact on the scope of the Company’s activities. Future laws and regulations may be more stringent, require changes in the Company’s operating practices, influence the demand for transportation services or require the Company to incur significant additional costs. Higher costs incurred by the Company, or by the Company’s suppliers who pass the costs onto the Company through higher supplies and materials pricing, could adversely affect the Company’s results of operations.
In addition to the regulatory regime applicable to operations in Canada, the Company is increasing its operations in the United States, and is therefore increasingly subject to rules and regulations related to the U.S. transportation industry, including regulation from various federal, state and local agencies, including the Department of Transportation (“DOT”) (in part through the Federal Motor Carrier Safety Administration (“FMCSA”)), the Environmental Protection Agency (“EPA”) and the Department of Homeland Security. Drivers must, both in Canada and the United States, comply with safety and fitness regulations, including those relating to drug and alcohol testing, driver safety performance and hours of service. Weight and dimensions, exhaust emissions and fuel efficiency are also subject to government regulation. The Company may also become subject to new or more restrictive regulations relating to fuel efficiency, exhaust emissions, hours of service, drug and alcohol testing, ergonomics, on-board reporting of operations, collective bargaining, security at ports, speed limitations, driver training and other matters affecting safety or operating methods.
28
Management’s Discussion and Analysis
In the United States, there are currently two methods of evaluating the safety and fitness of carriers: the Compliance, Safety, Accountability (“CSA”) program, which evaluates and ranks fleets on certain safety-related standards by analyzing data from recent safety events and investigation results, and the DOT safety rating, which is based on an on-site investigation and affects a carrier’s ability to operate in interstate commerce. Additionally, the FMCSA has proposed rules in the past that would change the methodologies used to determine carrier safety and fitness.
Under the CSA program, carriers are evaluated and ranked against their peers based on seven categories of safety-related data. The seven categories of safety-related data currently include Unsafe Driving, Hours-of-Service Compliance, Driver Fitness, Controlled Substances/Alcohol, Vehicle Maintenance, Hazardous Materials Compliance and Crash Indicator (such categories known as “BASICs”). Carriers are grouped by category with other carriers that have a similar number of safety events (i.e. crashes, inspections, or violations) and carriers are ranked and assigned a rating percentile or score. If the Company were subject to any such interventions, this could have an adverse effect on the Company’s business, financial condition and results of operations. As a result, the Company’s fleet could be ranked poorly as compared to peer carriers. There is no guarantee that the Company will be able to maintain its current safety ratings or that it will not be subject to interventions in the future. The Company recruits first-time drivers to be part of its fleet, and these drivers may have a higher likelihood of creating adverse safety events under CSA. The occurrence of future deficiencies could affect driver recruitment in the United States by causing high-quality drivers to seek employment with other carriers or limit the pool of available drivers or could cause the Company’s customers to direct their business away from the Company and to carriers with higher fleet safety rankings, either of which would materially adversely affect the Company’s business, financial condition and results of operations. In addition, future deficiencies could increase the Company’s insurance expenses. Additionally, competition for drivers with favorable safety backgrounds may increase, which could necessitate increases in driver-related compensation costs. Further, the Company may incur greater than expected expenses in its attempts to improve unfavorable scores.
In December 2016, the FMCSA issued a final rule establishing a national clearinghouse for drug and alcohol testing results and requiring motor carriers and medical review officers to provide records of violations by commercial drivers of FMCSA drug and alcohol testing requirements. Motor carriers in the United States will be required to query the clearinghouse to ensure drivers and driver applicants do not have violations of federal drug and alcohol testing regulations that prohibit them from operating commercial motor vehicles. The final rule became effective on January 4, 2017, with a compliance date of January 6, 2020. In December 2019, however, the FMCSA announced a final rule extending by three years the date for state driver’s licensing agencies to comply with certain requirements. The December 2016 commercial driver’s license rule required states to request information from the clearinghouse about individuals prior to issuing, renewing, upgrading or transferring a commercial driver’s license. This new action will allow states’ compliance with the requirement, which was set to begin January 2020, to be delayed until January 2023. The compliance date of January 2020 remained in place for all other requirements set forth in the clearinghouse final rule, however. Upon implementation, the rule may reduce the number of available drivers in an already constrained driver market. Pursuant to a new rule finalized by the FMCSA, effective November 2021, states are required to query the clearinghouse when issuing, renewing, transferring, or upgrading a commercial drivers license and must revoke a driver’s commercial driving privileges if such driver is prohibited from driving a motor vehicle for one or more drug or alcohol violations.
In addition, other rules have been proposed or made final by the FMCSA, including (i) a rule requiring the use of speed-limiting devices on heavy-duty tractors to restrict maximum speeds, which was proposed in 2016, and (ii) a rule setting out minimum driver training standards for new drivers applying for commercial driver’s licenses for the first time and to experienced drivers upgrading their licenses or seeking a hazardous materials endorsement, which was made final in December 2016 with a compliance date in February 2020 (FMCSA officials delayed implementation of the final rule by two years). In July 2017, the DOT announced that it would no longer pursue a speed limiter rule, but left open the possibility that it could resume such a pursuit in the future. In May 2021, however, a bill was reintroduced in the U.S. House of Representatives that would require commercial motor vehicles with gross weight exceeding 26,000 pounds to be equipped with a speed limiting device, prohibiting speeds greater than 65 miles per hour. Whether the bill will become law is uncertain. The effect of these rules, to the extent they become effective, could result in a decrease in fleet production and/or driver availability, either of which could materially adversely affect the Company’s business, financial condition and results of operations.
The Company’s subsidiaries with U.S. operating authority currently have a satisfactory DOT rating, which is the highest available rating under the current safety rating scale. If the Company’s subsidiaries with U.S. operating authority were to receive a conditional or unsatisfactory DOT safety rating, it could materially adversely affect the Company’s business, financial condition and results of operations as customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict the Company’s operations and increase the Company’s insurance costs.
The FMCSA has proposed regulations that would modify the existing rating system and the safety labels assigned to motor carriers evaluated by the DOT. Under regulations that were proposed in 2016, the methodology for determining a carrier’s DOT safety rating would be expanded to include the on-road safety performance of the carrier’s drivers and equipment, as well as results obtained from investigations. Exceeding certain thresholds based on such performance or results would cause a carrier to receive an unfit safety rating. The proposed regulations were withdrawn in March 2017, but the FMCSA noted that a similar process may be initiated in the future.
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Management’s Discussion and Analysis
If similar regulations were enacted and the Company were to receive an unfit or other negative safety rating, the Company’s business would be materially adversely affected in the same manner as if it received a conditional or unsatisfactory safety rating under the current regulations. In addition, poor safety performance could lead to increased risk of liability, increased insurance, maintenance and equipment costs and potential loss of customers, which could materially adversely affect the Company’s business, financial condition and results of operations. The FMCSA has also indicated that it is in the early phases of a new study on the causation of large truck crashes. Although it remains unclear whether such a study will ultimately be completed, the results of such study could spur further proposed and/or final rules regarding safety and fitness in the United States.
From time to time, the FMCSA proposes and implements changes to regulations impacting hours-of-service. Such changes can negatively impact the Company’s productivity and affect its operations and profitability by reducing the number of hours per day or week the Company’s U.S. drivers and independent contractors may operate and/or disrupt the Company’s network. However, in August 2019, the FMCSA issued a proposal to make changes to its hours-of-service rules that would allow U.S. truck drivers more flexibility with their 30-minute rest break and with dividing their time in the sleeper berth. It also would extend by two hours the duty time for U.S. drivers encountering adverse weather, and extend the shorthaul exemption by lengthening the drivers’ maximum on-duty period from 12 hours to 14 hours. In June 2020, the FMCSA adopted a final rule substantially as proposed, which became effective in September 2020. Certain industry groups have challenged these rules in U.S. courts, and it remains unclear what, if anything, will come from such challenges. Any future changes to U.S. hours-of-service regulations could materially and adversely affect the Company’s operations and profitability.
The U.S. National Highway Traffic Safety Administration, the EPA and certain U.S. states, including California, have adopted regulations that are aimed at reducing truck emissions and/or increasing fuel economy of the equipment the Company uses. Certain of these regulations are currently effective, with stricter emission and fuel economy standards becoming effective over the next several years. Other regulations have been proposed in the United States that would similarly increase these standards. U.S. federal and state lawmakers and regulators have also adopted or are considering a variety of other climate-change legal requirements related to carbon emissions and greenhouse gas emissions. These legal requirements could potentially limit carbon emissions within certain states and municipalities in the United States. Certain of these legal requirements restrict the location and amount of time that diesel-powered trucks (like the Company’s) may idle, which may force the Company to purchase on-board power units that do not require the engine to idle or to alter the Company’s drivers’ behavior, which might result in a decrease in productivity and/or an increase in driver turnover. All of these regulations have increased, and may continue to increase, the cost of new trucks and trailers and may require the Company to retrofit certain of its trucks and trailers, may increase its maintenance costs, and could impair equipment productivity and increase the Company’s operating costs, particularly if such costs are not offset by potential fuel savings. The occurrence of any of these adverse effects, combined with the uncertainty as to the reliability of the newly-designed diesel engines and the residual values of the Company’s equipment, could materially adversely affect the Company’s business, financial condition and results of operations. Furthermore, any future regulations that impose restrictions, caps, taxes or other controls on emissions of greenhouse gases could adversely affect the Company’s operations and financial results. The Company cannot predict the extent to which its operations and productivity will be impacted by any future regulations. The Company will continue monitoring its compliance with U.S. federal and state environmental regulations.
In March 2014, the U.S. Ninth Circuit Court of Appeals (the “Ninth Circuit”) held that the application of California state wage and hour laws to interstate truck drivers is not pre-empted by U.S. federal law. The case was appealed to the U.S. Supreme Court, which denied certiorari in May 2015, and accordingly, the Ninth Circuit decision stood. However, in December 2018, the FMCSA granted a petition filed by the American Trucking Associations determining that federal law pre-empts California’s wage and hour laws, and interstate truck drivers are not subject to such laws. The FMCSA’s decision was appealed by labor groups and multiple lawsuits were filed in U.S. courts seeking to overturn the decision. I January 2021, however, the Ninth Circuit upheld the FMCSA’s determination that U.S. federal law does pre-empt California’s meal and rest break laws, as applied to drivers of property-carrying commercial motor vehicles. Other current and future U.S. state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may vary significantly from U.S. federal law. Further, driver piece rate compensation, which is an industry standard, has been attacked as non-compliant with state minimum wage laws. As a result, the Company, along with other companies in the industry, is subject to an uneven patchwork of wage and hour laws throughout the United States. In addition, the uncertainty with respect to the practical application of wage and hour laws are, and in the future may be, resulting in additional costs for the Company and the industry as a whole, and a negative outcome with respect to any of the above-mentioned lawsuits could materially affect the Company. If U.S. federal legislation is not passed pre-empting state and local wage and hour laws, the Company will either need to continue complying with the most restrictive state and local laws across its entire fleet in the United States, or revise its management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover, decreased efficiency and increased risk of non-compliance. In April 2016, the Food and Drug Administration (“FDA”) published a final rule establishing requirements for shippers, loaders, carriers by motor vehicle and rail vehicle, and receivers engaged in the transportation of food, to use sanitary transportation practices to ensure the safety of the food they transport as part of the FSMA. This rule sets forth requirements related to (i) the design and maintenance of equipment used to transport food, (ii) the measures taken during food transportation to ensure food safety, (iii) the training of carrier personnel in sanitary food transportation practices, and (iv) maintenance and retention of records of written procedures, agreements, and training related to the foregoing items. These requirements took effect for larger carriers in April 2017 and apply to the Company when it acts as a carrier or as a broker. If the Company is found to be in violation of applicable laws or regulations related to the FSMA or if the Company transports food or goods that are contaminated or are found to cause illness and/or death, the Company could be subject to substantial fines, lawsuits, penalties and/or criminal and civil liability, any of which could have a material adverse effect on the Company’s business, financial condition, and results of operations.
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Management’s Discussion and Analysis
Changes in existing regulations and implementation of new regulations, such as those related to trailer size limits, emissions and fuel economy, hours of service, mandating ELDs and drug and alcohol testing in Canada, the United States and Mexico, could increase capacity in the industry or improve the position of certain competitors, either of which could negatively impact pricing and volumes or require additional investments by the Company. The short-term and long-term impacts of changes in legislation or regulations are difficult to predict and could materially adversely affect the Company’s results of operations.
The right to continue to hold applicable licenses and permits is generally subject to maintaining satisfactory compliance with regulatory and safety guidelines, policies and laws. Although the Company is committed to compliance with laws and safety, there is no assurance that it will be in full compliance with them at all times. Consequently, at some future time, the Company could be required to incur significant costs to maintain or improve its compliance record.
United States and Mexican operations. A significant portion of the Company’s revenue is derived from operations in the United States and transportation to and from Mexico. The Company’s international operations are subject to a variety of risks, including fluctuations in foreign currencies, changes in the economic strength or greater volatility in the economies of foreign countries in which the Company does business, difficulties in enforcing contractual rights and intellectual property rights, compliance burdens associated with export and import laws, theft or vandalism, and social, political and economic instability. The Company’s international operations could be adversely affected by restrictions on travel. Additional risks associated with the Company’s international operations include restrictive trade policies, imposition of duties, changes to trade agreements and other treaties, taxes or government royalties by foreign governments, adverse changes in the regulatory environments, including in tax laws and regulations, of the foreign countries in which the Company does business, compliance with anti-corruption and anti-bribery laws, restrictions on the withdrawal of foreign investments, the ability to identify and retain qualified local managers and the challenge of managing a culturally and geographically diverse operation. The Company cannot guarantee compliance with all applicable laws, and violations could result in substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect the Company’s results of operations.
On February 1, 2025, the U.S. administration signed executive orders imposing , effective February 4, 2025, a 25% tariff on imports from Canada and Mexico, a 10% tariff on energy products from Canada, and an additional 10% tariff on goods imported from China. In response, Canada announced, on February 1, 2025, that it would retaliate by imposing a 25% tariff on specified U.S. products, to come in effect in February 2025, and would also consider additional non-tariff measures. While a 30 day delay on tariffs against Canada and Mexico was subsequently announced on on February 3, 2025, with corresponding delays in announced retaliatory measures by Canada and Mexico, there was no similar delay announced by the U.S. administration for the tariffs against China. China subsequently announce retaliatory tariffs on selected U.S. imports and other non-tariff measures. Although the services provided by the Company would not be subject to tariffs, any future actions taken by the U.S. and other countries in response, including the further escalation or implementation of tariffs or quotas or changes to certain trade agreements could, among other things, have a negative impact on the markets in which the Company operates, increase the costs of the materials used by the Company’s suppliers to produce new revenue equipment or increase the price of fuel. Such cost increases for the Company’s revenue equipment suppliers would likely be passed on to the Company, and to the extent fuel prices increase, the Company may not be able to fully recover such increases through rate increases or the Company’s fuel surcharge program, either of which could have a material adverse effect on the Company’s business.
The United States-Mexico-Canada Agreement (“USMCA”) entered into effect in July 2020. The USMCA is designed to modernize food and agriculture trade, advance rules of origin for automobiles and trucks, and enhance intellectual property protections, among other matters, according to the Office of the U.S. Trade Representative. It is difficult to predict at this stage what could be the impact of the USMCA on the economy, including the transportation industry. However, given the amount of North American trade that moves by truck it could have a significant impact on supply and demand in the transportation industry, and could adversely impact the amount, movement and patterns of freight transported by the Company.
The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how the Company will apply the law and impact the Company’s results of operations in future periods. The timing and scope of such regulations and interpretative guidance are uncertain. In addition, there is a risk that states within the United States or foreign jurisdictions may amend their tax laws in response to these tax reforms, which could have a material adverse effect on the Company’s results.
In addition, if the Company is unable to maintain its Free and Secure Trade (“FAST”) and U.S. Customs Trade Partnership Against Terrorism (“C-TPAT”) certification statuses, it may have significant border delays, which could cause its cross-border operations to be less efficient than those of competitor carriers that obtain or continue to maintain FAST and C-TPAT certifications.
31
Management’s Discussion and Analysis
Operating Environment and Seasonality. The Company is exposed to the following factors, among others, affecting its operating environment:
The Company’s truck productivity decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments after the winter holiday season. Revenue may also be adversely affected by inclement weather and holidays, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. The Company may also suffer from weather-related or other unforeseen events such as tornadoes, hurricanes, blizzards, ice storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, damage or destroy the Company’s assets or adversely affect the business or financial condition of the Company’s customers, any of which could materially adversely affect the Company’s results of operations or make the Company’s results of operations more volatile.
General Economic, Credit, and Business Conditions. The Company’s business is subject to general economic, credit, business and regulatory factors that are largely beyond the Company’s control, and which could have a material adverse effect on the Company’s operating results.
The Company’s industry is subject to cyclical pressures, and the Company’s business is dependent on a number of factors that may have a material adverse effect on its results of operations, many of which are beyond the Company’s control. The Company believes that some of the most significant of these factors include (i) excess truck and trailer capacity in the transportation industry in comparison with shipping demand; (ii) declines in the resale value of used equipment; (iii) limited supply and increased cost of new and used equipment; (iv) recruiting and retaining qualified drivers; (v) strikes, work stoppages or work slowdowns at the Company’s facilities or at customer, port, border crossing or other shipping-related facilities; (vi) compliance with ongoing regulatory requirements; (vii) increases in interest rates, fuel taxes, tolls and license and registration fees; and (vii) rising healthcare and insurance and claims costs in the United States; and (ix) the impact of the COVID-19 pandemic.
The Company is also affected by (i) recessionary economic cycles, which tend to be characterized by weak demand and downward pressure on rates; (ii) changes in customers’ inventory levels and in the availability of funding for their working capital; (iii) changes in the way in which the Company’s customers choose to source or utilize the Company’s services; and (iv) downturns in customers’ business cycles, such as retail and manufacturing, where the Company has significant customer concentration. Economic conditions may adversely affect customers and their demand for and ability to pay for the Company’s services. Customers encountering adverse economic conditions represent a greater potential for loss and the Company may be required to increase its allowance for doubtful accounts.
Economic conditions that decrease shipping demand and increase the supply of available trucks and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. The risks associated with these factors are heightened when the economy is weakened. Some of the principal risks during such times include:
32
Management’s Discussion and Analysis
The Company is subject to cost increases that are outside the Company’s control that could materially reduce the Company’s profitability if it is unable to increase its rates sufficiently. Such cost increases include, but are not limited to, increases in fuel and energy prices, driver and office employee wages, purchased transportation costs, taxes, interest rates, tolls, license and registration fees, insurance premiums and claims, revenue equipment and related maintenance, and tires and other components. Strikes or other work stoppages at the Company’s service centers or at customer, port, border or other shipping locations, deterioration of Canadian, U.S. or Mexican transportation infrastructure and reduced investment in such infrastructure, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to wear, tear and damage to the Company’s equipment, driver dissatisfaction, reduced economic demand, reduced availability of credit, increased prices for fuel or temporary closing of the shipping locations or borders between Canada, the United States and Mexico. Further, the Company may not be able to appropriately adjust its costs and staffing levels to meet changing market demands. In periods of rapid change, it is more difficult to match the Company’s staffing level to its business needs.
The Company’s operations, with the exception of its brokerage operations, are capital intensive and asset heavy. If anticipated demand differs materially from actual usage, the Company may have too many or too few assets. During periods of decreased customer demand, the Company’s asset utilization may suffer, and it may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size its fleet. This could cause the Company to incur losses on such sales or require payments in connection with equipment the Company turns in, particularly during times of a softer used equipment market, either of which could have a material adverse effect on the Company’s profitability.
Although the Company’s business volume is not highly concentrated, its customers’ financial failures or loss of customer business may materially adversely affect the Company. If the Company were unable to generate sufficient cash from operations, it would need to seek alternative sources of capital, including financing, to meet its capital requirements. In the event that the Company were unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, it may have to limit its fleet size, enter into less favorable financing arrangements or operate its revenue equipment for longer periods, any of which could have a materially adverse effect on its profitability.
Public Health Crises. Any outbreaks of contagious diseases or other adverse public health developments, could have a materially adverse effect on the Company’s financial condition, liquidity, results of operations, and cash flows. The outbreak of COVID-19 resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, increased border and port controls and closures, and shutdowns. Any outbreaks would create considerable uncertainty regarding such measures including vaccine, testing and masks mandates, all of which could limit the Company’s ability to meet customer demand, as well as reduce customer demand. Furthermore, government vaccine, testing, and mask mandates may increase the Company’s turnover and make recruiting more difficult, particularly among the Company’s driver personnel.
Certain of the Company’s office personnel may be required to work remotely, which could disrupt to a certain extent the Company’s management, business, finance, and financial reporting teams. The Company may experience an increase in absences or terminations among its driver and non-driver personnel due to public heath crises, which could have a materially adverse effect on the Company’s operating results.
Risks related to a slowdown or recession are described in the Company’s risk factor titled “General Economic, Credit and Business Conditions”.
Short-term and long-term developments related to public health crises are unpredictable and the extent to which further developments could impact the Company’s operations, financial condition, access to credit, liquidity, results of operations, and cash flows is highly uncertain. Such developments may include the geographic spread and duration of the virus, the distribution and availability of vaccines, vaccine hesitancy, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the public health crises.
The effect of any border requirements, in addition to any other vaccine, testing, or mask mandates that go into effect may, amongst other things, (i) cause the Company’s employees to go to smaller employers, especially if any future mandates are only subject to larger employers, or leave the trucking industry altogether, (ii) result in logistical issues, increased expenses, and operational issues resulting from ensuring compliance with such mandates, such as the costs of arranging for testing for the Company’s unvaccinated employees, especially for the Company’s unvaccinated drivers, (iii) result in increased costs relating to recruiting and training of drivers, and (iv) result in decreased revenue and other operational issues if we are unable to recruit and retain drivers. Any such vaccine, testing, or mask mandate that is interpreted as to apply to commercial drivers would significantly reduce the pool of drivers available to us and the industry as a whole, exacerbating the current driver shortage even further. Accordingly, any vaccine, testing, or mask mandate, to the extent that it goes into effect, may have a material adverse effect on the Company’s business, the Company’s operations, and the Company’s financial condition and position.
Interest Rate Fluctuations. Future cash flows related to variable-rate financial liabilities could be impacted by changes in benchmark rates such as Bankers’ Acceptance or secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”). In addition, the Company is exposed to gains and losses arising from changes in interest rates through its derivative financial instruments carried at fair value.
33
Management’s Discussion and Analysis
Currency Fluctuations. The Company’s financial results are reported in U.S. dollars and a large portion of the Company’s revenue and operating costs are realized in currencies other than the U.S. dollar, primarily the Canadian dollar. The exchange rates between these currencies and the U.S. dollar have fluctuated in recent years and will likely continue to do so in the future. It is not possible to mitigate all exposure to fluctuations in foreign currency exchange rates. The results of operations are therefore affected by movements of these currencies against the U.S. dollar.
Price and Availability of Fuel. Fuel is one of the Company’s largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond the Company’s control, such as political events, commodity futures trading, currency fluctuations, natural and man-made disasters, terrorist activities and armed conflicts, any of which may lead to an increase in the cost of fuel. Fuel prices are also affected by the rising demand for fuel in developing countries and could be materially adversely affected by the use of crude oil and oil reserves for purposes other than fuel production and by diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because the Company’s operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages or supply disruptions could have a material adverse effect on the Company’s business, financial condition and results of operations.
While the Company has fuel surcharge programs in place with a majority of the Company’s customers, which historically have helped the Company offset the majority of the negative impact of rising fuel prices, the Company also incurs fuel costs that cannot be recovered even with respect to customers with which the Company maintains fuel surcharge programs, such as those associated with non-revenue generating miles or time when the Company’s engines are idling. Moreover, the terms of each customer’s fuel surcharge program vary from one division to another, and the recoverability for fuel price increases varies as well. In addition, because the Company’s fuel surcharge recovery lags behind changes in fuel prices, the Company’s fuel surcharge recovery may not capture the increased costs the Company pays for fuel, especially when prices are rising. This could lead to fluctuations in the Company’s levels of reimbursement, such as has occurred in the past. There can be no assurance that such fuel surcharges can be maintained indefinitely or that they will be fully effective.
Insurance. The Company’s operations are subject to risks inherent in the transportation sector, including personal injury, property damage, workers’ compensation and employment and other issues. The Company’s future insurance and claims expenses may exceed historical levels, which could reduce the Company’s earnings. The Company subscribes for insurance in amounts it considers appropriate in the circumstances and having regard to industry norms. Like many in the industry, the Company self-insures a significant portion of the claims exposure related to cargo loss, bodily injury, workers’ compensation and property damages. Due to the Company’s significant self-insured amounts, the Company has exposure to fluctuations in the number or severity of claims and the risk of being required to accrue or pay additional amounts if the Company’s estimates are revised or claims ultimately prove to be in excess of the amounts originally assessed. Further, the Company’s self-insured retention levels could change and result in more volatility than in recent years.
The Company holds a fully-fronted policy of CAD $10 million limit per occurrence for automobile bodily injury, property damage and commercial general liability for its Canadian Insurance Program, subject to certain exceptions. The Company holds fully fronted policies of US $10 million limit per occurrence and various risk transfer programs with self insured retentions from US $1 million to US $5 million for certain US subsidiaries for automobile liability. The Company holds fully fronted policies of US $10 million limit per occurrence and various risk transfer programs with self insured retentions from US $1 million to US $3 million for certain US subsidiaries for commercial general liability. The Company retains deductibles of US $1 million and US $5 million per occurrence for workers' compensation claims for a limited number of U.S. subsidiaries. The Company’s liability coverage has a total limit of US $90 million per occurrence for both its Canadian and U.S. divisions, where the Company retains a US $20 million self insured retention in the US $80 million excess of US $10 million, subject to certain exceptions.
Although the Company believes its aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed the Company’s aggregate coverage limits or that the Company will chose not to obtain insurance in respect of such claims. If any claim were to exceed the Company’s coverage, the Company would bear the excess, in addition to the Company’s other self-insured amounts. The Company’s results of operations and financial condition could be materially and adversely affected if (i) cost per claim or the number of claims significantly exceeds the Company’s coverage limits or retention amounts; (ii) the Company experiences a claim in excess of its coverage limits; (iii) the Company’s insurance carriers fail to pay on the Company’s insurance claims; (iv) the Company experiences a significant increase in premiums; or (v) the Company experiences a claim for which coverage is not provided, either because the Company chose not to obtain insurance as a result of high premiums or because the claim is not covered by insurance which the Company has in place.
The Company accrues the costs of the uninsured portion of pending claims based on estimates derived from the Company’s evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement of the Company’s retained claim liabilities could differ from its estimates due to a number of uncertainties, including evaluation of severity, legal costs and claims that have been incurred but not reported. Due to the Company’s high retained amounts, it has significant exposure to fluctuations in the number and severity of claims. If the Company were required to accrue or pay additional amounts because its estimates are revised or the claims ultimately prove to be more severe than originally assessed, its financial condition and results of operations may be materially adversely affected.
34
Management’s Discussion and Analysis
Employee Relations. With the acquisition of UPS Freight and prior Canadian acquisitions, the Company has a substantial number of unionized employees in the U.S. and Canada. Although the Company believes that its relations with its employees are satisfactory, no assurance can be given that the Company will be able to successfully extend or renegotiate the Company’s current collective agreements as they expire from time to time or that additional employees will not attempt to unionize.
The unionization of the Company’s employees in additional business units, adverse changes in terms under collective bargaining agreements, or actual or threatened strikes, work stoppages or slow downs, could have a material adverse effect on the Company’s business, customer retention, results of operations, financial condition and liquidity, and could cause significant disruption of, or inefficiencies in, its operations, because:
The Company’s collective agreements have a variety of expiration dates, to the last of which is in December 2029. In a small number of cases, the expiration date of the collective agreement has passed; in such cases, the Corporation is generally in the process of renegotiating the agreement. The Company cannot predict the effect which any new collective agreements or the failure to enter into such agreements upon the expiry of the current agreements may have on its operations.
The Company has experience managing its heavily unionized workforce in Canada, having fostered good labor relations with the various unions representing its workforce through several mature collective agreements. For the U.S., union relationships are less mature, but have proven to be harmonious thus far. On July 13, 2023, the Company reached an agreement with the US International Brotherhood of Teamster Union for the renewal of its most populous collective agreement, and in 2024 reached a 5-year agreement with the International Association of Machinists. The Company's unionized operations have not appeared to impact its non-unionized operations, but this remains a risk.
Drivers. Increases in driver compensation or difficulties attracting and retaining qualified drivers could have a material adverse effect on the Company’s profitability and the ability to maintain or grow the Company’s fleet.
Like many in the transportation sector, the Company experiences substantial difficulty in attracting and retaining sufficient numbers of qualified drivers. The trucking industry periodically experiences a shortage of qualified drivers. The Company believes the shortage of qualified drivers and intense competition for drivers from other transportation companies will create difficulties in maintaining or increasing the number of drivers and may negatively impact the Company’s ability to engage a sufficient number of drivers, and the Company’s inability to do so may negatively impact its operations. Further, the compensation the Company offers its drivers and independent contractor expenses are subject to market conditions, and the Company may find it necessary to increase driver and independent contractor compensation in future periods.
Driver shortages are exacerbated during periods of economic expansion, in which alternative employment opportunities, including in the construction and manufacturing industries, which may offer better compensation and/or more time at home, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment, or the scarcity or growth of loans for students who seek financial aid for driving school. In addition, enrollment at driving schools may be further limited by social distancing requirements, vaccine, testing, and mask mandates, and other regulatory requirements that reduces the number of eligible drivers. The lack of adequate truck parking along some U.S. highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with hours of service regulations and cause added stress for drivers, further reducing the pool of eligible drivers. The Company’s use of team-driven trucks for expedited shipments requires two drivers per truck, which further increases the number of drivers the Company must recruit and retain in comparison to operations that require one driver per truck. The Company also employs driver hiring standards, which could further reduce the pool of available drivers from which the Company would hire. If the Company is unable to continue to attract and retain a sufficient number of drivers, the Company could be forced to, among other things, adjust the Company’s compensation packages, increase the number of the Company’s trucks without drivers or operate with fewer trucks and face difficulty meeting shipper demands, any of which could adversely affect the Company’s growth and profitability.
35
Management’s Discussion and Analysis
Independent Contractors. The Company’s contracts with U.S. independent contractors are governed by U.S. federal leasing regulations, which impose specific requirements on the Company and the independent contractors. If more stringent state or U.S. federal leasing regulations are adopted, U.S. independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect the Company’s goal of maintaining its current fleet levels of independent contractors.
The Company provides financing to certain qualified Canadian independent contractors and financial guarantees to a small number of U.S. independent contractors. If the Company were unable to provide such financing or guarantees in the future, due to liquidity constraints or other restrictions, it may experience a decrease in the number of independent contractors it is able to engage. Further, if independent contractors the Company engages default under or otherwise terminate the financing arrangements and the Company is unable to find replacement independent contractors or seat the trucks with its drivers, the Company may incur losses on amounts owed to it with respect to such trucks.
Pursuant to the Company’s fuel surcharge program with independent contractors, the Company pays independent contractors with which it contracts a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause the Company’s costs under this program to be higher than the revenue the Company receives under its customer fuel surcharge programs.
U.S. tax and other regulatory authorities, as well as U.S. independent contractors themselves, have increasingly asserted that U.S. independent contractor drivers in the trucking industry are employees rather than independent contractors, and the Company’s classification of independent contractors has been the subject of audits by such authorities from time to time. U.S. federal and state legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees’ overtime and/or wage requirements. The most recent example being the Protecting the Rights to Organize (“PRO”) Act, which was passed by the U.S. House of Representatives and received by the U.S. Senate in March 2021 and remains with the U.S. Senate’s Committee on Health, Education, Labor, and Pensions. The PRO Act proposes to apply the “ABC Test” (described below) for classifying workers under Federal Fair Labor Standards Act claims. It is unknown whether any of the proposed legislation will become law or whether any industry-based exemptions from any resulting law will be granted. Additionally, U.S. federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, to extend the U.S. Fair Labor Standards Act to independent contractors and to impose notice requirements based on employment or independent contractor status and fines for failure to comply. Some U.S. states have put initiatives in place to increase their revenue from items such as unemployment, workers’ compensation and income taxes, and a reclassification of independent contractors as employees would help states with this initiative. Further, courts in certain U.S. states have issued decisions that could result in a greater likelihood that independent contractors would be judicially classified as employees in such states.
In September 2019, California enacted a new law, A.B. 5 (“AB5”), that made it more difficult for workers to be classified as independent contractors (as opposed to employees). AB5 provides that the three-pronged “ABC Test” must be used to determine worker classifications in wage order claims. Under the ABC Test, a worker is presumed to be an employee and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria: (a) the worker is free from control and direction in the performance of services; (b) the worker is performing work outside the usual course of the business of the hiring company; and (c) the worker is customarily engaged in an independently established trade, occupation, or business. How AB5 will be enforced is still to be determined. In January 2021, however, the California Supreme Court ruled that the ABC Test could apply retroactively to all cases not yet final as of the date the original decision was rendered, April 2018. While it was set to enter into effect in January 2020, a U.S. federal judge in California issued a preliminary injunction barring the enforcement of AB5 on the trucking industry while the California Trucking Association (“CTA”) moves forward with its suit seeking to invalidate AB5. The Ninth Circuit rejected the reasoning behind the injunction in April 2021, ruling that AB5 is not pre-empted by U.S. federal law, but granted a stay of the AB5 mandate in June 2021 (preventing its application and temporarily continuing the injunction) while the CTA petitioned the United States Supreme Court (the “Supreme Court”) to review the decision. In November 2021, the Supreme Court requested that the U.S. solicitor general weigh in on the case. The injunction will remain in place until the Supreme Court makes a decision on whether to proceed in hearing the case. While the stay of the AB5 mandate provides temporary relief to the enforcement of AB5, it remains unclear how long such relief will last, and whether the CTA will ultimately be successful in invalidating the law. It is also possible AB5 will spur similar legislation in states other than California, which could adversely affect the Company’s results of operations and profitability.
U.S. class action lawsuits and other lawsuits have been filed against certain members of the Company’s industry seeking to reclassify independent contractors as employees for a variety of purposes, including workers’ compensation and health care coverage. In addition, companies that use lease purchase independent contractor programs, such as the Company, have been more susceptible to reclassification lawsuits, and several recent decisions have been made in favor of those seeking to classify independent contractor truck drivers as employees. U.S. taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If the independent contractors with whom the Company contracts are determined to be employees, the Company would incur additional exposure under U.S. federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and the Company’s business, financial condition and results of operations could be materially adversely affected.
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Management’s Discussion and Analysis
The Company has settled certain class action cases in Massachusetts and California in the past with independent contractors who alleged they were misclassified.
Acquisitions and Integration Risks. Historically, acquisitions have been a part of the Company’s growth strategy. The Company may not be able to successfully integrate acquisitions into the Company’s business, or may incur significant unexpected costs in doing so. Further, the process of integrating acquired businesses may be disruptive to the Company’s existing business and may cause an interruption or reduction of the Company’s business as a result of the following factors, among others:
Anticipated cost savings, synergies, revenue enhancements or other benefits from any acquisitions that the Company undertakes may not materialize in the expected timeframe or at all. The Company’s estimated cost savings, synergies, revenue enhancements and other benefits from acquisitions are subject to a number of assumptions about the timing, execution and costs associated with realizing such synergies. Such assumptions are inherently uncertain and are subject to a wide variety of significant business, economic and competition risks. There can be no assurance that such assumptions will turn out to be correct and, as a result, the amount of cost savings, synergies, revenue enhancements and other benefits the Company actually realizes and/or the timing of such realization may differ significantly (and may be significantly lower) from the ones the Company estimated, and the Company may incur significant costs in reaching the estimated cost savings, synergies, revenue enhancements or other benefits. Further, management of acquired operations through a decentralized approach may create inefficiencies or inconsistencies.
Many of the Company’s recent acquisitions have involved the purchase of stock of existing companies. These acquisitions, as well as acquisitions of substantially all of the assets of a company, may expose the Company to liability for actions taken by an acquired business and its management before the Company’s acquisition. The due diligence the Company conducts in connection with an acquisition and any contractual guarantees or indemnities that the Company receives from the sellers of acquired companies may not be sufficient to protect the Company from, or compensate the Company for, actual liabilities. The representations made by the sellers expire at varying periods after the closing. A material liability associated with an acquisition, especially where there is no right to indemnification, could adversely affect the Company’s results of operations, financial condition and liquidity.
The Company continues to review acquisition and investment opportunities in order to acquire companies and assets that meet the Company’s investment criteria, some of which may be significant. Depending on the number of acquisitions and investments and funding requirements, the Company may need to raise substantial additional capital and increase the Company’s indebtedness. Instability or disruptions in the capital markets, including credit markets, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access to the capital markets and could also increase the Company’s cost of capital. To the extent the Company raises additional capital through the sale of equity, equity-linked or convertible debt securities, the issuance of such securities could result in dilution to the Company’s existing shareholders. If the Company raises additional funds through the issuance of debt securities, the terms of such debt could impose additional restrictions and costs on the Company’s operations. Additional capital, if required, may not be available on acceptable terms or at all. If the Company is unable to obtain additional capital at a reasonable cost, the Company may be required to forego potential acquisitions, which could impair the execution of the Company’s growth strategy.
The Company routinely evaluates its operations and considers opportunities to divest certain of its assets. In addition, the Company faces competition for acquisition opportunities. This external competition may hinder the Company’s ability to identify and/or consummate future acquisitions successfully. There is also a risk of impairment of acquired goodwill and intangible assets. This risk of impairment to goodwill and intangible assets exists because the assumptions used in the initial valuation, such as interest rates or forecasted cash flows, may change when testing for impairment is required.
There is no assurance that the Company will be successful in identifying, negotiating, consummating or integrating any future acquisitions. If the Company does not make any future acquisitions, or divests certain of its operations, the Company’s growth rate could be materially and adversely affected. Any future acquisitions the Company does undertake could involve the dilutive issuance of equity securities or the incurring of additional indebtedness.
Growth. There is no assurance that in the future, the Company’s business will grow substantially or without volatility, nor is there any assurance that the Company will be able to effectively adapt its management, administrative and operational systems to respond to any future growth.
37
Management’s Discussion and Analysis
Furthermore, there is no assurance that the Company’s operating margins will not be adversely affected by future changes in and expansion of its business or by changes in economic conditions or that it will be able to sustain or improve its profitability in the future.
Environmental Matters. The Company uses storage tanks at certain of its Canadian and U.S. transportation terminals. Canadian and U.S. laws and regulations generally impose potential liability on the present and former owners or occupants or custodians of properties on which contamination has occurred, as well as on parties who arranged for the disposal of waste at such properties. Although the Company is not aware of any contamination which, if remediation or clean-up were required, would have a material adverse effect on it, certain of the Company’s current or former facilities have been in operation for many years and over such time, the Company or the prior owners, operators or custodians of the properties may have generated and disposed of wastes which are or may be considered hazardous. Liability under certain of these laws and regulations may be imposed on a joint and several basis and without regard to whether the Company knew of, or was responsible for, the presence or disposal of these materials or whether the activities giving rise to the contamination was legal when it occurred. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect the Company’s ability to sell or rent that property. If the Company incurs liability under these laws and regulations and if it cannot identify other parties which it can compel to contribute to its expenses and who are financially able to do so, it could have a material adverse effect on the Company’s financial condition and results of operations. There can be no assurance that the Company will not be required at some future date to incur significant costs or liabilities pursuant to environmental laws, or that the Company’s operations, business or assets will not be materially affected by current or future environmental laws.
The Company’s transportation operations and its properties are subject to extensive and frequently-changing federal, provincial, state, municipal and local environmental laws, regulations and requirements in Canada, the United States and Mexico relating to, among other things, air emissions, the management of contaminants, including hazardous substances and other materials (including the generation, handling, storage, transportation and disposal thereof), discharges and the remediation of environmental impacts (such as the contamination of soil and water, including ground water). A risk of environmental liabilities is inherent in transportation operations, historic activities associated with such operations and the ownership, management and control of real estate.
Environmental laws may authorize, among other things, federal, provincial, state and local environmental regulatory agencies to issue orders, bring administrative or judicial actions for violations of environmental laws and regulations or to revoke or deny the renewal of a permit. Potential penalties for such violations may include, among other things, civil and criminal monetary penalties, imprisonment, permit suspension or revocation and injunctive relief. These agencies may also, among other things, revoke or deny renewal of the Company’s operating permits, franchises or licenses for violations or alleged violations of environmental laws or regulations and impose environmental assessment, removal of contamination, follow up or control procedures.
Environmental Contamination. The Company could be subject to orders and other legal actions and procedures brought by governmental or private parties in connection with environmental contamination, emissions or discharges. If the Company is involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances the Company transports, if soil or groundwater contamination is found at the Company’s current or former facilities or results from the Company’s operations, or if the Company is found to be in violation of applicable laws or regulations, the Company could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on the Company’s business and operating results.
Key Personnel. The future success of the Company will be based in large part on the quality of the Company’s management and key personnel. The Company’s management and key personnel possess valuable knowledge about the transportation and logistics industry and their knowledge of and relationships with the Company’s key customers and vendors would be difficult to replace. The loss of key personnel could have a negative effect on the Company. There can be no assurance that the Company will be able to retain its current key personnel or, in the event of their departure, to develop or attract new personnel of equal quality.
Dependence on Third Parties. Certain portions of the Company’s business are dependent upon the services of third-party capacity providers, including other transportation companies. For that portion of the Company’s business, the Company does not own or control the transportation assets that deliver the customers’ freight, and the Company does not employ the people directly involved in delivering the freight. This reliance could cause delays in reporting certain events, including recognizing revenue and claims. These third-party providers seek other freight opportunities and may require increased compensation in times of improved freight demand or tight trucking capacity. The Company’s inability to secure the services of these third parties could significantly limit the Company’s ability to serve its customers on competitive terms. Additionally, if the Company is unable to secure sufficient equipment or other transportation services to meet the Company’s commitments to its customers or provide the Company’s services on competitive terms, the Company’s operating results could be materially and adversely affected. The Company’s ability to secure sufficient equipment or other transportation services is affected by many risks beyond the Company’s control, including equipment shortages in the transportation industry, particularly among contracted carriers, interruptions in service due to labor disputes, changes in regulations impacting transportation and changes in transportation rates.
Loan Default. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, contain certain restrictions and other covenants relating to, among other things, funded debt, distributions, liens, investments, acquisitions and dispositions outside the ordinary course of business and affiliate transactions.
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Management’s Discussion and Analysis
If the Company fails to comply with any of its financing arrangement covenants, restrictions and requirements, the Company could be in default under the relevant agreement, which could cause cross-defaults under other financing arrangements. In the event of any such default, if the Company failed to obtain replacement financing or amendments to or waivers under the applicable financing arrangement, the Company may be unable to pay dividends to its shareholders, and its lenders could cease making further advances, declare the Company’s debt to be immediately due and payable, fail to renew letters of credit, impose significant restrictions and requirements on the Company’s operations, institute foreclosure procedures against their collateral, or impose significant fees and transaction costs. If debt acceleration occurs, economic conditions may make it difficult or expensive to refinance the accelerated debt or the Company may have to issue equity securities, which would dilute share ownership. Even if new financing is made available to the Company, credit may not be available to the Company on acceptable terms. A default under the Company’s financing arrangements could result in a materially adverse effect on its liquidity, financial condition and results of operations. As at the date hereof, the Company is in compliance with all of its debt covenants and obligations.
Credit Facilities. The Company has significant ongoing capital requirements that could affect the Company’s profitability if the Company is unable to generate sufficient cash from operations and/or obtain financing on favorable terms. The trucking industry and the Company’s trucking operations are capital intensive, and require significant capital expenditures annually. The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from actual usage, the Company’s trucking operations may have too many or too few assets. Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions. During periods of decreased customer demand, the Company’s asset utilization may suffer, and it may be forced to sell equipment on the open market or turn in equipment under certain equipment leases in order to right size its fleet. This could cause the Company to incur losses on such sales or require payments in connection with such turn ins, particularly during times of a softer used equipment market, either of which could have a materially adverse effect on the Company’s profitability.
The Company’s indebtedness may increase from time to time in the future for various reasons, including fluctuations in results of operations, capital expenditures and potential acquisitions. The agreements governing the Company’s indebtedness, including the Credit Facility and the Term Loan, mature on various dates, ranging from 2026 to 2043. There can be no assurance that such agreements governing the Company’s indebtedness will be renewed or refinanced, or if renewed or refinanced, that the renewal or refinancing will occur on equally favorable terms to the Company. The Company’s ability to pay dividends to shareholders and ability to purchase new revenue equipment may be adversely affected if the Company is not able to renew the Credit Facility or the Term Loan or arrange refinancing of any indebtedness, or if such renewal or refinancing, as the case may be, occurs on terms materially less favorable to the Company than at present. If the Company is unable to generate sufficient cash flow from operations and obtain financing on terms favorable to the Company in the future, the Company may have to limit the Company’s fleet size, enter into less favorable financing arrangements or operate the Company’s revenue equipment for longer periods, any of which may have a material adverse effect on the Company’s operations.
The Company is subject to risk with respect to higher prices for new equipment for its trucking operations. The Company has experienced an increase in prices for new trucks in recent years, and the resale value of the trucks has not increased to the same extent. Prices have increased and may continue to increase, due to, among other reasons, (i) increases in commodity prices; (ii) U.S. government regulations applicable to newly-manufactured trucks, trailers and diesel engines; (iii) the pricing discretion of equipment manufacturers; and (iv) component and supply chain issues that limit availability of new equipment and increase prices. Increased regulation has increased the cost of the Company’s new trucks and could impair equipment productivity, in some cases, resulting in lower fuel mileage, and increasing the Company’s operating expenses. Further regulations with stricter emissions and efficiency requirements have been proposed that would further increase the Company’s costs and impair equipment productivity. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values realized from the disposition of these vehicles could increase the Company’s costs or otherwise adversely affect the Company’s business or operations as the regulations become effective. Over the past several years, some manufacturers have significantly increased new equipment prices, in part to meet new engine design and operations requirements. Furthermore, future use of autonomous trucks could increase the price of new trucks and decrease the value of used non-autonomous trucks. The Company’s business could be harmed if it is unable to continue to obtain an adequate supply of new trucks and trailers for these or other reasons. As a result, the Company expects to continue to pay increased prices for equipment and incur additional expenses for the foreseeable future.
Truck and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts. This could have a material adverse effect on the Company’s business, financial condition, and results of operations, particularly the Company’s maintenance expense and driver retention.
The Company has certain revenue equipment leases and financing arrangements with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not purchase new equipment that triggers the trade-back obligation, or the equipment manufacturers do not pay the contracted value at the end of the lease term, the Company could be exposed to losses equal to the excess of the balloon payment owed to the lease or finance company over the proceeds from selling the equipment on the open market.
39
Management’s Discussion and Analysis
The Company has trade-in and repurchase commitments that specify, among other things, what its primary equipment vendors will pay it for disposal of a certain portion of the Company’s revenue equipment. The prices the Company expects to receive under these arrangements may be higher than the prices it would receive in the open market. The Company may suffer a financial loss upon disposition of its equipment if these vendors refuse or are unable to meet their financial obligations under these agreements, it does not enter into definitive agreements that reflect favorable equipment replacement or trade-in terms, it fails to or is unable to enter into similar arrangements in the future, or it does not purchase the number of new replacement units from the vendors required for such trade-ins.
Used equipment prices are subject to substantial fluctuations based on freight demand, supply of used trucks, availability of financing, presence of buyers for export and commodity prices for scrap metal. These and any impacts of a depressed market for used equipment could require the Company to dispose of its revenue equipment below the carrying value. This leads to losses on disposal or impairments of revenue equipment, when not otherwise protected by residual value arrangements. Deteriorations of resale prices or trades at depressed values could cause losses on disposal or impairment charges in future periods.
Difficulty in obtaining goods and services from the Company’s vendors and suppliers could adversely affect its business.
The Company is dependent upon its vendors and suppliers for certain products and materials. The Company believes that it has positive vendor and supplier relationships and it is generally able to obtain acceptable pricing and other terms from such parties. If the Company fails to maintain positive relationships with its vendors and suppliers, or if its vendors and suppliers are unable to provide the products and materials it needs or undergo financial hardship, the Company could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons. As a consequence, the Company’s business and operations could be adversely affected.
Customer and Credit Risks. The Company provides services to clients primarily in Canada, the United States and Mexico. The concentration of credit risk to which the Company is exposed is limited due to the significant number of customers that make up its client base and their distribution across different geographic areas. Furthermore, no client accounted for more than 5% of the Company’s total accounts receivable for the year ended December 31, 2024. Generally, the Company does not have long-term contracts with its major customers. Accordingly, in response to economic conditions, supply and demand factors in the industry, the Company’s performance, the Company’s customers’ internal initiatives or other factors, the Company’s customers may reduce or eliminate their use of the Company’s services, or may threaten to do so in order to gain pricing and other concessions from the Company.
Economic conditions and capital markets may adversely affect the Company’s customers and their ability to remain solvent. The customers’ financial difficulties can negatively impact the Company’s results of operations and financial condition, especially if those customers were to delay or default in payment to the Company. For certain customers, the Company has entered into multi-year contracts, and the rates the Company charges may not remain advantageous.
Availability of Capital. If the economic and/or the credit markets weaken, or the Company is unable to enter into acceptable financing arrangements to acquire revenue equipment, make investments and fund working capital on terms favorable to it, the Company’s business, financial results and results of operations could be materially and adversely affected. The Company may need to incur additional indebtedness, reduce dividends or sell additional shares in order to accommodate these items. A decline in the credit or equity markets and any increase in volatility could make it more difficult for the Company to obtain financing and may lead to an adverse impact on the Company’s profitability and operations.
Information Systems. The Company depends heavily on the proper functioning, availability and security of the Company’s information and communication systems, including financial reporting and operating systems, in operating the Company’s business. The Company’s operating systems are critical to understanding customer demands, accepting and planning loads, dispatching equipment and drivers and billing and collecting for the Company’s services. The Company’s financial reporting system is critical to producing accurate and timely financial statements and analyzing business information to help the Company manage its business effectively. The Company receives and transmits confidential data with and among its customers, drivers, vendors, employees and service providers in the normal course of business.
The Company’s operations and those of its technology and communications service providers are vulnerable to interruption by natural disasters, such as fires, storms, and floods, which may increase in frequency and severity due to climate change, as well as other events beyond the Company’s control, including cybersecurity breaches and threats, such as hackers, malware and viruses, power loss, telecommunications failure, terrorist attacks and Internet failures. The Company’s systems are also vulnerable to unauthorized access and viewing, misappropriation, altering or deleting of information, including customer, driver, vendor, employee and service provider information and its proprietary business information. If any of the Company’s critical information systems fail, are breached or become otherwise unavailable, the Company’s ability to manage its fleet efficiently, to respond to customers’ requests effectively, to maintain billing and other records reliably, to maintain the confidentiality of the Company’s data and to bill for services and prepare financial statements accurately or in a timely manner would be challenged. Any significant system failure, upgrade complication, cybersecurity breach or other system disruption could interrupt or delay the Company’s operations, damage its reputation, cause the Company to lose customers, cause the Company to incur costs to repair its systems, pay fines or in respect of litigation or impact the Company’s ability to manage its operations and report its financial performance, any of which could have a material adverse effect on the Company’s business.
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Management’s Discussion and Analysis
Litigation. The Company’s business is subject to the risk of litigation by employees, customers, vendors, government agencies, shareholders and other parties. The outcome of litigation is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by the Company’s insurance, and there can be no assurance that the Company’s coverage limits will be adequate to cover all amounts in dispute. In the United States, where the Company has growing operations, many trucking companies have been subject to class-action lawsuits alleging violations of various federal and state wage laws regarding, among other things, employee classification, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants. The Company may at some future date be subject to such a class-action lawsuit. In addition, the Company may be subject, and has been subject in the past, to litigation resulting from trucking accidents. The number and severity of litigation claims may be worsened by distracted driving by both truck drivers and other motorists. To the extent the Company experiences claims that are uninsured, exceed the Company’s coverage limits, involve significant aggregate use of the Company’s self-insured retention amounts or cause increases in future funded premiums, the resulting expenses could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.
Remote Work. The Company has, and will continue to have, a portion of its employees that work from home full-time or under flexible work arrangements, which exposes the Company to additional cybersecurity risks. Employees working remotely may expose the Company to cybersecurity risks through: (i) unauthorized access to sensitive information as a result of increased remote access, including employees' use of Company-owned and personal devices and videoconferencing functions and applications to remotely handle, access, discuss or transmit confidential information, (ii) increased exposure to phishing and other scams as cybercriminals may, among other things, install malicious software on the Company's systems and equipment and access sensitive information, and (iii) violation of international, federal, or state-specific privacy laws. The Company believes that the increased number of employees working remotely has incrementally increased the cyber risk profile of the Company, but the Company is unable to predict the extent or impacts of those risks at this time. A significant disruption of our information technology systems, unauthorized access or a loss of confidential information, or legal claims resulting from a privacy law could have a material adverse effect on the Company.
Internal Control. Beginning with the year ended December 31, 2021, the Company is required, pursuant to Section 404 of the U.S. Sarbanes-Oxley Act, to furnish a report by management on the effectiveness of its internal control over financial reporting. In addition, the Company’s independent registered public accounting firm must report on its evaluation of the Company’s internal control over financial reporting. The Company reported material weaknesses as of December 31, 2021 which were remediated in 2022 such that the 2022 evaluation of internal controls over financial reporting were effective. If the Company fails to comply with Section 404 of the Sarbanes-Oxley Act and does not maintain effective internal controls in the future, it could result in a material misstatement of the Company’s financial statements, which could cause investors to lose confidence in the Company’s financial statements and cause the trading price of the Common Shares to decline.
Material Transactions. The Company has acquired numerous companies pursuant to its acquisition strategy and, in addition, has sold business units. The Company buys and sells business units in the normal course of its business. Accordingly, at any given time, the Company may consider, or be in the process of negotiating, a number of potential acquisitions and dispositions, some of which may be material in size. In connection with such potential transactions, the Company regularly enters into non-disclosure or confidentiality agreements, indicative term sheets, non-binding letters of intent and other similar agreements with potential sellers and buyers, and conducts extensive due diligence as applicable. These potential transactions may relate to some or all of the Company’s three reportable segments, that is, LTL, TL, and Logistics. The Company’s active acquisition and disposition strategy requires a significant amount of management time and resources. Although the Company complies with its disclosure obligations under applicable securities laws, the announcement of any material transaction by the Company (or rumors thereof, even if unfounded) could result in volatility in the market price and trading volume of the Common Shares. Further, the Company cannot predict the reaction of the market, or of the Company’s stakeholders, customers or competitors, to the announcement of any such material transaction or to rumors thereof.
Dividends and Share Repurchases. The payment of future dividends and the amount thereof is uncertain and is at the sole discretion of the Board of Directors of the Company and is considered each quarter. The payment of dividends is dependent upon, among other things, operating cash flow generated by the Company, its financial requirements for operations, the execution of its growth strategy and the satisfaction of solvency tests imposed by the Canada Business Corporations Act for the declaration and payment of dividends. Similarly, any future repurchase of shares by the Company is at the sole discretion of the Board of Directors and is dependent on the factors described above. Any future repurchase of shares by the Company is uncertain.
Attention on Environmental, Social and Governance (ESG) Matters. Companies are facing increasing attention from stakeholders relating to ESG matters, including environmental stewardship, social responsibility, and diversity and inclusion. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions.
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Management’s Discussion and Analysis
Unfavorable ESG ratings may lead to negative sentiment toward the Company, which could have a negative impact on the Company's stock price.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the 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 establishing the fair value of intangible assets related to business combinations, determining estimates and assumptions related to impairment tests for goodwill, determining estimates and assumptions related to the accrued benefit obligation, and determining estimates and assumptions related to the evaluation of provisions for self-insurance and litigations. These estimates and assumptions are based on management’s best estimates and judgments. Key drivers in critical estimates are as follows:
Fair value of intangible assets and land and building related to business combinations
Accrued benefit obligation
Self-Insurance and litigations
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.
CHANGES IN ACCOUNTING POLICIES
Adopted during the period
The following new standards, and amendments to standards and interpretations, are effective for the first time beginning on or after January 1, 2024, and have been applied in preparing the audited consolidated financial statements:
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
These new standards did not have a material impact on the Company’s audited consolidated financial statements.
To be adopted in future periods
The following new standards and amendments to standards are not yet effective for the year ended December 31, 2024, and have not been applied in preparing the audited consolidated financial statements:
Presentation and Disclosure in Financial Statements (IFRS 18)
Further information can be found in note 3 of the December 31, 2024, audited consolidated financial statements.
CONTROLS AND PROCEDURES
In compliance with the provisions of Canadian Securities Administrators’ National Instrument 52-109 and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed certificates signed by the President and Chief Executive Officer (“CEO”) and by the Chief Financial Officer (“CFO”) that, among other things, report on:
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Management’s Discussion and Analysis
Disclosure controls and procedures
The President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), have designed disclosure controls and procedures (as defined in National Instrument 52-109 and Rule 13a-15(e) and 15d-15(e) under the Exchange Act), or have caused them to be designed under their supervision, in order to provide reasonable assurance that:
As at December 31, 2024, an evaluation was carried out under the supervision of the CEO and CFO, of the design and operating effectiveness of the Company’s disclosure controls and procedures. Based on this evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures were appropriately designed and were operating effectively as at December 31, 2024.
Management’s Annual Report on Internal Controls over Financial Reporting
The CEO and CFO have also designed internal control over financial reporting (as defined in National Instrument 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act), or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
As at December 31, 2024, an evaluation was carried out, under the supervision of the CEO and the CFO, of the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, the CEO and the CFO concluded that the Company’s internal control over financial reporting were appropriately designed and operating effectively as at December 31, 2024. The control framework used to design the Company’s internal controls over financial reporting is based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) on Internal Control – Integrated Framework (2013 framework).
The Company's internal controls over financial reporting as of December 31, 2024 has been audited by KPMG LLP, the Company’s registered public accounting firm that audited the consolidated financial statements and is included with the Company’s consolidated financial statements. KPMG LLP has concluded the Company has maintained effective internal control over financial reporting as of December 31, 2024.
Limitation on scope of design
As permitted under the relevant securities rules, the Company has limited the scope of its evaluation of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Daseke as it was not acquired more than 365 days before the end of the financial period to which the CEO and CFO certificates relate. For the year ended December 31, 2024, Daseke constituted 16.2% of current assets, 19.6% of long term assets, 6.1% of current liabilities, 13.4% of long term liabilities, 12.5% of revenue, and 5.2% of net income included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.
The Company is required to and will include Daseke in its disclosure controls and procedures and internal controls over financial reporting beginning in the second quarter of 2025.
Changes in internal controls over financial reporting
No other changes were made to the Company’s internal controls over financial reporting during the quarter and year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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Exhibit 99.4
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alain Bédard, certify that:
1. I have reviewed this annual report on Form 40-F of TFI International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: February 19, 2025
/s/ Alain Bédard |
Name: Alain Bédard |
Title: Chairman of the Board, President and Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 99.5
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Saperstein, certify that:
1. I have reviewed this annual report on Form 40-F of TFI International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: February 19, 2025
/s/ David Saperstein |
Name: David Saperstein |
Title: Chief Financial Officer |
(Principal Financial Officer) |
Exhibit 99.6
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of TFI International Inc. (the “Company”) on Form 40-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alain Bédard, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 19, 2025
/s/ Alain Bédard |
Name: Alain Bédard |
Title: Chairman of the Board, President and Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 99.7
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of TFI International Inc. (the “Company”) on Form 40-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Saperstein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 19, 2025
/s/ David Saperstein |
Name: David Saperstein |
Title: Chief Financial Officer |
(Principal Financial Officer) |
EXHIBIT 99.8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors TFI International Inc.
We consent to the use of our reports each dated February 19, 2025, with respect to the consolidated financial statements of TFI International Inc. which comprise the consolidated statements of financial position as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2024, which reports appear in the Annual Report on Form 40-F of TFI International Inc. for the year ended December 31, 2024.
/s/ KPMG LLP
Montréal, Canada
February 19, 2025
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.