TFI International to Host Conference Call to Discuss 2020 Fourth Quarter and Full-Year Results

Montreal, Quebec, January 25, 2021 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced that it will release its financial results for the fourth quarter and year ended December 31, 2020 via news release on Monday, February 8, 2021 after market close.

The Company will host a conference call for the investment community with Alain Bédard, Chairman, President and Chief Executive Officer, on Monday, February 8, 2021 at 5:00 p.m. Eastern Time, to discuss results. Business media are also invited to listen to the call. Please dial in 10 minutes prior to the start of the call.

Details of conference call:

  • Date: Monday, February 8, 2021
  • Time: 5:00 p.m. Eastern Time
  • Call-in number: 877-223-4471

A recording of the call will be available until midnight, February 22, 2021, by dialing 800-585-8367 or 416-621-4642 and entering passcode 9095057.

TFI International to Acquire US$3 Billion Revenue LTL Carrier UPS Freight in Approximately US$800 Million Enterprise Value Transaction

– Combined LTL networks in the United States and Canada projected to provide most extensive North American coverage, accelerating industrial and e-commerce growth opportunities –
– TFI expects the transaction to be accretive to diluted EPS in 2021 –
– Transaction expected to close in the second quarter of 2021 –

Montreal, Quebec, January 25, 2021 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced that it has signed a definitive agreement to acquire UPS Freight, the less-than-truckload (LTL) and dedicated truckload (TL) divisions of United Parcel Service, Inc. (NYSE: UPS), for US$800 million on a cash-free, debt-free basis before working capital and other adjustments. Approximately 90% of the acquired business will operate independently within TFI International’s LTL business segment under its new name, “TForce Freight”, while acquired dedicated TL assets will join TFI’s TL business segment. The transaction is subject to usual and customary closing conditions, including regulatory approvals.

Alain Bédard, Chairman, President and Chief Executive Officer of TFI International, commented on the transaction, “We are pleased to announce this highly strategic transaction that will strengthen our service offerings to customers as well as our ongoing relationship with UPS. Our strategy of operating independent business units with a high degree of accountability is well-suited for building on UPS Freight’s strengths and improving margins over time. TForce Freight will continue to serve UPS’ ongoing LTL distribution needs, and UPS will continue to provide freight volumes and other services to TForce Freight after the transaction for a base term of five years. We also look forward to offering expanded strategic network opportunities to UPS in Canada. This transaction is a ‘win-win’, allowing TFI to continue our strategic expansion across the US and aligning with UPS’ ‘Better not Bigger’ strategic positioning.”

Mr. Bedard continued, “We’re excited by this very attractive opportunity to extend our longstanding record of successful growth through acquisition, which will vault TFI International to one of the largest North American LTL carriers. The assets acquired include a network of 197 facilities (147 of which are owned), and combined with TFI’s Canadian LTL operations, will create what we believe to be North America’s single most comprehensive LTL network, especially as we continue our expansion into Mexico leveraging our existing LTL brokerage operations there. Given our soon to be expanded, comprehensive and highly efficient network, we’re eager to work with our new colleagues to optimize performance and are very pleased to welcome the entire UPS Freight family to TFI International.”

“In particular, we see compelling opportunities to improve TForce Freight’s efficiency and productivity and apply our proven business model to drive long-term value creation. We look forward to the new TForce Freight thriving in the years ahead under the TFI International umbrella,” Mr. Bedard concluded.

FINANCIAL HIGHLIGHTS
UPS Freight generated approximately US$3 billion in revenue in 2020 and was approximately breakeven from an operating income perspective. The transaction is expected to be accretive to diluted EPS in 2021. Going forward, TFI International expects to realize significant near- and long-term opportunities to improve TForce Freight’s operating margin through separate management of LTL and dedicated TL businesses, operating efficiencies and providing superior products to our customers.

The base enterprise value of the transaction is US$800 million on a cash-free, debt-free basis, subject to closing adjustments and customary post-closing true-ups.

UPS will retain responsibility for all pre-closing pension obligations, taxes, and accident and workers’ compensation liability claims and costs. TFI intends to make targeted investments in the LTL fleet in the first 12 months following the transaction, lowering maintenance costs, improving both efficiency and safety, and enhancing customer service and driver satisfaction.

TIMING AND APPROVALS
The transaction has been unanimously approved by the boards of both TFI and UPS and is expected to close in the second quarter of 2021 subject to customary closing conditions including regulatory approvals.

ADVISORS
Morgan Stanley & Co. LLC and RBC Capital Markets are serving as financial advisors to TFI. Scudder Law Firm, P.C., L.L.O. is serving as legal advisor to TFI.

TRANSACTION ANNOUNCEMENT CONFERENCE CALL
TFI International management will host a conference call today, January 25, at 9:00 am Eastern Time to discuss the transaction. Interested parties in the United States and Canada can access the call by dialing (877) 223-4471, and international participants may dial (647) 788-4922. Business media are also invited to listen to the call. Please dial in 10 minutes prior to the start of the call.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements included in this press release may be “forward-looking information” within the meaning of applicable Canadian securities laws, section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and by the United States Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the acquisition of UPS Freight, anticipated closing thereof, and the anticipated benefits therefrom. This forward-looking information is identified by the use of terms and phrases 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 the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond TFI International’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Closing of the acquisition of UPS Freight and the expected benefits therefrom referred to in this press release are subject to numerous factors, many of which are beyond TFI International’s control, including but not limited to, the failure to fulfill customary closing conditions and other important factors disclosed previously and from time to time in TFI International’s filings with the securities regulatory authorities in each of the provinces of Canada and the SEC. The forward-looking information contained in this press release represents TFI International’s expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. However, TFI International does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

TFI International Completes Private Placement of US $500 Million Senior Notes

Montreal, Quebec, January 13, 2021 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced the completion of its previously announced issuance and sale of an aggregate principal amount of US $500 million of senior notes, consisting of four tranches in a private placement transaction led by Prudential Private Capital, to entities including but not limited to Guggenheim Investments, MetLife Investment Management, LLC’s clients, Voya Investment Management, LLC and Barings LLC. As previously announced, the financing is leverage-neutral from a net debt perspective, and TFI International intends to use the net proceeds primarily to repay existing debt, substantially extending maturities to 8 to 15 years at fixed rates, as well as for general corporate purposes which may include acquisitions.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements included in this press release may be “forward-looking information” within the meaning of applicable Canadian securities laws, section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and by the United States Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the private placement of senior notes and the anticipated closing thereof. This forward-looking information is identified by the use of terms and phrases 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 the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond TFI International’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. The use of the net proceeds of the private placement of senior notes referred to in this press release is subject to numerous factors, including but not limited to important factors disclosed previously and from time to time in TFI International’s filings with the securities regulatory authorities in each of the provinces of Canada and the United States Securities and Exchange Commission. The forward-looking information contained in this press release represents TFI International’s expectations as of the date of this press release (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, TFI International does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

TFI International Declares Quarterly Dividend

Montreal, Quebec, December 15, 2020 – The Board of Directors of TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, declared a quarterly dividend of CAD $0.29 per outstanding common share of its capital payable on January 15, 2021 to shareholders of record at the close of business on December 31, 2020. As announced October 22, 2020, the new quarterly dividend of CAD $0.29 per outstanding common share represents an increase over the previous quarterly dividend of CAD $0.26 per outstanding common share.

TFI International Announces Private Placement of US $500 Million Senior Notes

– Will substantially extend maturities to 8 to 15 years at fixed rates –

– Leverage-neutral –

Montreal, Quebec, November 23, 2020 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced an agreement to issue and sell an aggregate principal amount of US $500 million of senior notes consisting of four tranches in a private placement transaction led by Prudential Private Capital, to entities including but not limited to Guggenheim Investments, MetLife Investment Management, LLC’s clients, Voya Investment Management, LLC and Barings LLC. TFI International intends to use the net proceeds from the issuance of the senior notes primarily to repay existing debt as well as for general corporate purposes, which may include acquisitions. The financing is expected to be leverage-neutral at closing from a net debt perspective.

“Through this transaction we will significantly extend our average debt maturities, with maturities ranging from 8 to 15 years, at attractive, fixed rates of interest,” stated Alain Bédard, Chairman, President and Chief Executive Officer of TFI International. “In addition, this debt financing will help further diversify our capital structure, and we’re very pleased to be working with a world-class group of lenders.”

“We are expanding our relationship with TFI International to support what we view as a winning strategy in the competitive and evolving transportation and logistics industry. Along with a group of other world class investors, we are pleased to be making a significant investment in TFI International and its management team,” said Ashley Dexter, Senior Vice President, Prudential Private Capital.

The four tranches of aggregate principal amount of senior notes will include: (a) US $150 million aggregate principal amount of 3.15% Guaranteed Senior Notes, Series A, due January 5, 2029; (b) US $150 million aggregate principal amount of 3.25% Guaranteed Senior Notes, Series B, due January 5, 2031; (c) US $150 million aggregate principal amount of 3.35% Guaranteed Senior Notes, Series C, due January 5, 2033; and (d) US $50 million aggregate principal amount of 3.50% Guaranteed Senior Notes, Series D, due January 5, 2036.

The private placement of the senior notes is expected to close on or about January 5, 2021, subject to customary conditions. The notes will be senior unsecured obligations issued by TForce Holdings Inc., a wholly-owned subsidiary of TFI International, and unconditionally guaranteed by TFI International and substantially all of its subsidiaries.

The notes will not be registered in the United States under the Securities Act of 1933, as amended, and are being offered and sold in reliance on applicable exemptions from registration.

ABOUT PRUDENTIAL PRIVATE CAPITAL
For more than 75 years, Prudential Private Capital has been partnering with a wide range of corporations, sponsors, and institutions to provide valuable insights, guidance, and customized capital solutions that enable them to achieve their growth and funding goals. In an industry where capital can seem like a commodity and relationships often fleeting and transactional, we are known for building enduring local partnerships based on a steady and patient commitment to our partners’ long-term capital needs. With regional teams in 14 offices around the world, we manage a portfolio of $97.5 billion (as of 9/30/20). For more information about Prudential Private Capital, please visit https://prudentialprivatecapital.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements included in this press release may be “forward-looking information” within the meaning of applicable Canadian securities laws, section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and by the United States Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the private placement of senior notes and the anticipated closing thereof. This forward-looking information is identified by the use of terms and phrases 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 the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond TFI International’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Completion of the private placement of senior notes and the use of the net proceeds thereof referred to in this press release are subject to numerous factors, many of which are beyond TFI International’s control, including but not limited to, the failure to fulfill customary closing conditions and other important factors disclosed previously and from time to time in TFI International’s filings with the securities regulatory authorities in each of the provinces of Canada and the SEC. The forward-looking information contained in this press release represents TFI International’s expectations as of the date of this press release (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, TFI International does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

TFI International Completes Previously Announced DLS Worldwide Acquisition

Montreal, Quebec, November 2, 2020 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced that it has closed on the previously announced US $225 million acquisition of DLS Worldwide (“DLS”), previously a business unit of R.R. Donnelley & Sons Company. Established in 2006 and based out of Bolingbrook, IL, DLS provides logistics services through a third-party logistics (“3PL”) network of internal sales personnel, commissioned sales agents and agent-stations. As previously stated, the acquired business will operate standalone within TFI International’s Logistics segment under its new name, “TForce Worldwide, Inc.”

TFI International Announces 2020 Third Quarter Results

  • Third quarter operating income from continuing operations of $156.0 million increased from $131.9 million in Q3 2019
  • Net cash from continuing operating activities of $189.6 million increased from $187.1 million in Q3 2019
  • Net income of $110.7 million increased 34% compared to $82.6 million in Q3 2019
  • Adjusted net income1, a non-IFRS measure, of $115.8 million increased from $88.1 million in Q3 2019
  • Diluted EPS of $1.19 increased from $0.98 in Q3 2019
  • Adjusted diluted EPS1, a non-IFRS measure, of $1.25 increased from $1.04 in Q3 2019
  • Free cash flow1, a non-IFRS measure, of $164.8 million increased from $129.7 million in Q3 2019
  • Raising quarterly dividend to $0.29 from $0.26, a 12% increase

Montreal, Quebec, October 22, 2020TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the third quarter ended September 30, 2020.

“TFI International had an outstanding quarter as we continue to navigate through an unprecedented year. Relentless focus on our proven operating principles helped generate a 18% year-over-year increase in operating income and a robust 27% increase in free cash flow, all while continuing to protect our customers and employees,” said Alain Bédard, Chairman, President and Chief Executive Officer. “Regardless of fluctuating macro conditions, we have the experience and financial strength to create shareholder value through disciplined execution of our asset-light business plan, and are pleased to announce today a 12% increase in our quarterly dividend. We also acquired or agreed to acquire an additional five businesses during the quarter that are each an outstanding fit with our proven operating philosophy, and add to my confidence in TFI’s continued success going forward.”

Financial highlights
(in millions of dollars, except per share data)
       Quarters ended
September 30
Nine months ended
September 30
2020 2019* 2020 2019*
Total revenue 1,247.2 1,304.8 3,593.9 3,873.4
Revenue before fuel surcharge 1,155.0 1,165.8 3,293.0 3,447.2
Adjusted EBITDA1 252.3 221.6 685.0 645.5
Operating income from continuing operations 156.0 131.9 405.9 385.9
Net cash from continuing operating activities 189.6 187.1 609.2 489.1
Adjusted net income1 115.8 88.1 278.0 257.2
Adjusted EPS – diluted1 ($) 1.25 1.04 3.11 2.99
Net income from continuing operations 110.7 82.6 256.1 247.9
EPS from continuing operations – diluted ($) 1.19 0.98 2.87 2.88
Weighted average number of shares (‘000s) 90,954 82,707 87,693 84,013

* Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements.
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.

THIRD QUARTER RESULTS

Total revenue of $1.25 billion was down 4% and, net of fuel surcharge, revenue of $1.16 billion was down 1% compared to the prior year period.

Operating income from continuing operations increased by 18% to $156.0 million from $131.9 million the prior year period, primarily driven by strong execution across the organization, an asset-light approach, cost efficiencies, contributions from business acquisitions, and contributions from the Canadian Emergency Wage Subsidy of $22.4 million.

Net income from continuing operations was $110.7 million, an increase of 34% compared to $82.6 million the prior year period, due to improved contributions from operations and a reduction in interest expense as a result of lower debt. Net income from continuing operations of $1.19 per diluted share increased relative to $0.98 the prior year period. Adjusted net income, a non-IFRS measure, was $115.8 million, or $1.25 per diluted share, up from $88.1 million, or $1.04 per diluted share, the prior year period.

Total revenue grew 7% for Logistics, driven by business acquisitions and e-commerce, and 1% for Package and Courier, declined 6% for Truckload and 17% for Less-Than-Truckload, relative to the prior year.

The operating income in all segments improved from the prior year period except for the Truckload segment, where the comparative period benefited from $6.4 million of higher gains on the sale of real estate relative to this year.

TFI acquired four companies in Q3 and two post Q3. Additionally, TFI has agreed to purchase DLS Worldwide which is expected to close in the fourth quarter, and terminated the previously announced agreement to acquire APPS Transport.

NINE-MONTH RESULTS

For the first nine months of 2020, total revenue was $3.59 billion, versus $3.87 billion in the first nine months of 2019. Net of fuel surcharge, revenue was $3.23 billion, as compared to $3.45 billion the prior year. Operating income from continuing operations totalled $405.9 million, or 12.3% of revenue before fuel surcharge, up from $385.9 million or 11.2% of revenue before fuel surcharge the prior year.

Net income from continuing operations was $256.1 million, or $2.87 per diluted share, versus $247.9 million, or $2.88 per diluted share, a year ago. Adjusted net income was $278.0 million up from $257.2 million the prior year.

For the first nine months of 2020, total revenue grew 11% for Logistics, driven by business acquisitions and e-commerce, and declined 9% for Truckload, 7% for Package and Courier and 20% for Less-Than-Truckload, relative to the prior year.

Operating income was higher for the Truckload, Logistics and Less-Than-Truckload segments, while operating income for Package and Courier declined.

SEGMENTED RESULTS

(in millions of dollars) Quarters ended
September
30
Nine months ended
September
30
  2020 2019* 2020 2019*
$ $ $ $
Revenue1
  Package and Courier 163.2 154.8 442.2 460.3
  Less-Than-Truckload 177.4 205.4 516.0 632.5
  Truckload 544.7 557.2 1,549.4 1,654.7
  Logistics 279.8 256.8 813.5 726.0
  Eliminations (10.1) (8.4) (28.2) (26.3)
 Total 1,155.0 1,165.8 3,293.0 3,447.2
$ % of Rev.1 $ % of Rev.1 $ % of Rev.1 $ % of Rev.1
Operating income (loss)
  Package and Courier 28.5 17.5% 28.2 18.2% 66.6 15.1% 79.2 17.2%
  Less-Than-Truckload 35.0 19.7% 25.8 12.6% 86.1 16.7% 83.7 13.2%
  Truckload 74.6 13.7% 75.8 13.6% 207.1 13.4% 193.7 11.7%
  Logistics 29.9 10.7% 13.8 5.4% 78.6 9.7% 57.6 7.9%
  Corporate (12.0) (11.6) (32.5) (28.4)
 Total 156.0 13.5% 131.9 11.3% 405.9 12.3% 385.9 11.2%

Note: due to rounding, totals may differ slightly from the sum.
* Recasted for changes in presentation, see note 20 in the unaudited condensed consolidated interim financial statements.
1 Revenue before fuel surcharge.

CASH FLOW

Net cash from continuing operating activities was $189.6 million during Q3 2020 versus $187.1 million the prior year quarter. The Company returned $119.3 million to shareholders during the year, of which $66.7 million was through dividends and $52.6 million was through share repurchases. The company also paid down net debt of $495.8 million during the year from proceeds generated from operations and the share issuances.

Cash used for the purchases of property and equipment was $50.5 million during Q3 2020 versus $103.3 million the prior year quarter. In Q2, management initially suspended all capital expenditures to which it had not already committed, but reinstated most capital expenditures at the end of Q2. The lead time to obtain equipment limited the capital expenditures in Q3.

On September 15, 2020, the Board of Directors of TFI International declared a quarterly dividend of $0.26 per outstanding common share payable on October 15, 2020, representing an 8% increase over the $0.24 quarterly dividend declared in Q3 2019.

The Board of Directors of TFI has approved a $0.29 quarterly dividend, a 12% increase over its previous quarterly dividend of $0.26 per share, effective as of the next regular dividend payment.

REVERSAL OF CERTAIN COST SAVING MEASURES

TFI has rolled back certain cost saving measures implemented at the onset of the COVID-19 pandemic that had spanned all operating companies and its entire workforce. In the third quarter TFI has reinstated a full five-day work week for 486 employees and rehired 176 employees full-time who had been furloughed.

CONFERENCE CALL

TFI International will host a conference call on Friday, October 23, 2020 at 8:30 a.m. Eastern Time to discuss these results. Interested parties can join the call by dialing 1-877-223-4471. A recording of the call will be available until midnight, November 6, 2020, by dialing 1-800-585-8367 or 416-621-4642 and entering passcode 5794241.

FORWARD-LOOKING STATEMENTS

Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TFI International. These statements are based on assumptions and uncertainties as well as on management’s best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TFI International’s products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results.

NON-IFRS FINANCIAL MEASURES

This press release includes references to certain non-IFRS financial measures as described below. These non-IFRS measures do not have any standardized meanings prescribed by International Financial Reporting Standards (IFRS) and are therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation, in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. The terms and definitions of the non-IFRS measures used in this press release and a reconciliation of each non-IFRS measure to the most directly comparable IFRS measure are provided below.

Adjusted EBITDA

Adjusted EBITDA is calculated as net income or loss from continuing operations before finance income and costs, income tax expense, depreciation, amortization, bargain purchase gain, and gain or loss on sale of land and buildings and assets held for sale. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Adjusted EBITDA
(unaudited in millions of dollars)
Quarters ended
September 30
Nine months ended
September
30
2020 2019* 2020 2019*
Net income from continuing operations 110.7 82.6 256.1 247.9
Net finance costs 15.4 21.2 52.2 61.8
Income tax expense 29.9 28.1 97.7 76.1
Depreciation of property and equipment 56.4 56.6 171.5 164.8
Depreciation of right-of-use assets 26.7 26.4 79.7 76.8
Amortization of intangible assets 15.8 16.8 46.8 49.1
Bargain purchase gain (5.6) (10.8)
Gain on sale of land and buildings and assets held for sale (2.6) (10.1) (13.4) (20.2)
Adjusted EBITDA 252.3 221.6 685.0 645.5

Note: due to rounding, totals may differ slightly from the sum.

* Recasted for change in presentation, see note 20 in the unaudited condensed consolidated interim financial statements.

Adjusted net income and adjusted earnings per share (adjusted “EPS”), basic or diluted

Adjusted net income is calculated as net income excluding amortization of intangible assets related to business acquisitions, net change in the fair value and accretion expense of contingent considerations, net change in the fair value of derivatives, net foreign exchange gain or loss, bargain purchase gain, gain or loss on sale of land and buildings and assets held for sale, net of tax, net loss from discontinued operations and U.S Tax Reform . Adjusted earnings per share, basic or diluted, is calculated as adjusted net income divided by the weighted average number of common shares, basic or diluted. The Company uses adjusted net income and adjusted earnings per share to measure its performance from one period to the next, without the variation caused by the impact of the items described above. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.

Adjusted net income
(unaudited, in millions of dollars, except per share data)
Quarters ended
September 30
Nine months ended
September
30
2020 2019 2020 2019
Net income 110.7 82.6 256.1 235.5
Amortization of intangible assets related to business acquisitions, net of tax 11.1 12.0 33.1 35.1
Net change in fair value and accretion expense of contingent considerations, net of tax 0.1 0.1
Net change in fair value of derivatives, net of tax (0.2)
Net foreign exchange (gain) loss, net of tax (0.3) 0.4 (1.5) 0.6
Bargain purchase gain (5.6) (10.8)
Gain on sale of land and buildings and assets held for sale, net of tax (2.2) (7.0) (11.7) (15.7)
Net loss from discontinued operations 12.5
U.S. Tax Reform (3.2) 7.5
Adjusted net income 115.8 88.1 278.0 257.2
Adjusted earnings per share – basic 1.27 1.07 3.17 3.06
Adjusted earnings per share – diluted 1.25 1.04 3.11 2.99

Note: due to rounding, totals may differ slightly from the sum.

TFI International Announces Renewal of Normal Course Issuer Bid

Montreal, Quebec, October 9, 2020 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced that the Toronto Stock Exchange (“TSX”) has approved the renewal of TFI International’s normal course issuer bid (“NCIB”). Under the NCIB, as renewed, TFI International may purchase for cancellation a maximum of 7,000,000 common shares, representing 7.92% of the 88,331,725 shares forming TFI International’s public float. The shares may be purchased through the facilities of the TSX and on alternative trading systems in Canada over the twelve-month period from October 14, 2020 to October 13, 2021. As of September 30, 2020, TFI International had 93,362,475 common shares issued and outstanding.

Under its previous NCIB, which entered into effect on October 2, 2019 and expired on October 1, 2020, TFI International was authorized to purchase up to 7,000,000 shares. As of October 1, 2020, TFI International had repurchased 2,221,255 common shares at a volume weighted average purchase price of CAD $36.44 per share, through the facilities of the TSX and on alternative trading systems in Canada. All of the repurchased shares were cancelled by TFI International.

Any shares purchased by TFI International under the renewed NCIB will be at the market price of the shares at the time of such purchases. The actual number of shares that may be purchased and the timing of any such purchases will be determined by TFI International. Any purchases made by TFI International pursuant to the renewed NCIB will be made in accordance with the rules and policies of the TSX.

During the most recently-completed six months, the average daily trading volume for the common shares of TFI International on the TSX was 344,565 shares. Consequently, under the policies of the TSX, TFI International will have the right to repurchase during any one trading day a maximum of 86,141 shares, representing 25% of the average daily trading volume. In addition, TFI International may make, once per calendar week, a block purchase (as such term is defined in the TSX Company Manual) of shares not directly or indirectly owned by insiders of TFI International, in accordance with the policies of the TSX.

The Board of Directors of TFI International believes that, at appropriate times, repurchasing its shares through the NCIB represents a good use of TFI International’s financial resources, as such action can protect and enhance shareholder value when opportunities arise.

To the knowledge of TFI International, no director or senior officer, including the CEO, and no person acting jointly or in concert with TFI International currently intends to sell shares during the renewed NCIB. However, sales by such persons through the facilities of the TSX may occur if any such person makes a decision unrelated to the NCIB. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other shareholders whose shares are purchased under the NCIB.

In connection with the renewed NCIB, TFI International has entered into an automatic share purchase plan with RBC Dominion Securities Inc. in order to allow for purchases under the NCIB during TFI International’s “black-out” periods, as permitted by the TSX Company Manual and the Securities Act (Québec).

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of applicable Canadian securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “expects”, “estimates”, “projects”, “believes”, “anticipates”, “plans”, “intends”, “will”, “look forward to” and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Such risks and uncertainties include, without limitation, those disclosed in our filings with Canadian regulatory authorities and the United States Securities and Exchange Commission. TFI International disclaims any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

TFI International Acquires Dry Bulk Business of Grammer Logistics

Southeast US footprint strategically complements TFI’s expanding US specialty truckload business

Montreal, Quebec, October 5, 2020 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced the acquisition of the dry bulk business of Grammer Logistics (“Grammer Dry Bulk”). Originally established as part of Sterling Transport in the early 1990s, Grammer Dry Bulk focuses on the transportation of commodities including cement and cementitious materials, sand, fly ash, salt and lime.

Serving the southeast US region extending from Maryland through Virginia, North Carolina, South Carolina, Georgia and into Florida, Grammer Dry Bulk has close to 100 company drivers and owner operators, operating a fleet of over 90 leased and owned tractors and more than 150 company-owned tank trailers. The acquired business generates approximately US $12 million in annualized revenues and will become part of TFI International’s BTC East operating company within its Truckload segment.

“As another step in the expansion of our US specialty truckload operations, we are pleased to bring aboard Grammer’s dry bulk team and their operating assets,” stated Alain Bédard, Chairman, President and Chief Executive Officer of TFI International. “Their southeast focus and valued customer base is a strong strategic fit with our BTC East operating company as well as our assets acquired last month from CCC Transportation, and we look forward to supporting the team’s continued growth under the TFI International umbrella.”

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of applicable Canadian securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “expects”, “estimates”, “projects”, “believes”, “anticipates”, “plans”, “intends”, “will”, “look forward to” and similar terms and phrases. In this press release, the statements regarding the acquisition and expected financial results and future operations of the acquired business are forward-looking statements. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Such risks and uncertainties include without limitation: the closing of the acquisition may not occur due to failure of closing conditions, including required governmental and/or third party consents, the closing may occur but expected results of operations may not be achieved due to a variety of factors including those disclosed in our filings with Canadian regulatory authorities and the Commission. TFI disclaims any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

TFI International to Host Conference Call to Discuss Third Quarter 2020 Results

Montreal, Quebec, October 1, 2020 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced that it will issue its financial results for the third quarter ended September 30, 2020 via news release on Thursday, October 22, 2020 after market close.

The Company will host a conference call for the investment community with Alain Bédard, Chairman, President and Chief Executive Officer, on Friday, October 23, 2020 at 8:30 a.m. Eastern Time, to discuss results. Business media are also invited to listen to the call. Please dial in 10 minutes prior to the start of the call.

Details of conference call:

  • Date: Friday, October 23, 2020
  • Time: 8:30 a.m. Eastern Time
  • Call-in number: 877-223-4471

A recording of the call will be available until midnight, November 6, 2020, by dialing 800-585-8367 or 416-621-4642 and entering passcode 5794241.