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TFI International Announces 2022 Fourth Quarter and Full-Year Results

T.TFII
  • Fourth quarter operating income of $216.9 million increased 1% over the prior year quarter
  • Fourth quarter net income of $153.5 million increased 6% compared to Q4 2021, while adjusted net income1 of $151.8 million increased 2%
  • Fourth quarter diluted earnings per share (diluted “EPS”) of $1.74 increased 14% compared to Q4 2021, while adjusted diluted EPS1 of $1.72 increased 10%
  • Fourth quarter net cash from operating activities grew to $248.3 million, up 30% over the prior year period and free cash flow1 grew to $188.3 million, up 56% over the prior year period
  • Full year diluted EPS of $9.02 increased from $7.91 in 2021, while adjusted diluted EPS1 of $8.02 increased from $5.23
  • The Board of Directors approved a $0.35 quarterly dividend, an increase of 30%

MONTREAL, Feb. 06, 2023 (GLOBE NEWSWIRE) -- TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced its results for the fourth quarter and full year ended December 31, 2022. All amounts are shown in U.S. dollars.

“TFI International successfully capped 2022 with strong fourth quarter results, generating slightly higher operating income on significantly improved operating margins, a 53% increase in the full-year adjusted diluted EPS and a 26% increase in the full-year free cash flow, despite macro volatility, fuel-related working capital outlays, and the sale of CFI assets last summer that served to strengthen our overall business mix and returns,” said Alain Bédard, Chairman, President and Chief Executive Officer. “As laid out at our recent Investor Day, our unique positioning includes business line diversity, exposure to attractive niche markets and numerous self-help initiatives that are producing remarkable success during turbulent economic times. Most importantly, our relative stability, margin expansion and free cash flow reflect the tireless efforts of our people, who are diligently adhering to our longstanding operating principles regardless of external factors. Capitalizing on this attractive competitive positioning and our sharp focus on the fundamentals, we continue to strategically allocate capital toward attractive acquisitions, with our acquisition pipeline remarkably strong and the majority of these closings expected in the first half of the year. During the quarter, our Board of Directors approved a 30% increase to our quarterly dividend and we continued to repurchase shares, both reflecting our favorable outlook. We enter 2023 in the best position in TFI International’s history and are eager to create additional shareholder value in the year ahead.”

SELECTED FINANCIAL DATA AND HIGHLIGHTS (UNAUDITED)

Financial highlights Quarters ended
December 31
Years ended
December 31
(in millions of U.S. dollars, except per share data) 2022 2021* 2022 2021*
Total revenue 1,956.7 2,140.9 8,812.5 7,220.4
Revenue before fuel surcharge 1,616.5 1,888.4 7,357.1 6,468.8
Adjusted EBITDA1 305.0 318.5 1,425.0 1,076.5
Operating income 216.9 215.0 1,146.0 979.2
Net cash from operating activities 248.3 190.3 971.6 855.4
Net income 153.5 144.1 823.2 754.4
EPS - diluted ($) 1.74 1.52 9.02 7.91
Adjusted net income1 151.8 148.6 731.7 498.3
Adjusted EPS - diluted1 ($) 1.72 1.57 8.02 5.23
Weighted average number of shares ('000s) 86,670 92,669 89,360 93,054
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

FOURTH QUARTER RESULTS
Total revenue of $1.96 billion compared to $2.14 billion in the prior year period and revenue before fuel surcharge of $1.62 billion compared to $1.89 billion in the prior year period. The decline is primarily due to the sale of CFI’s Truckload, Temp Control and Mexican non-asset logistics business ("CFI") in August 2022, which had sales of $139.2 million in Q4 2021, as well as to reduced volumes in US LTL operations driven by a combination of weaker end market demand as well as the Company's intentional elimination of unprofitable freight.

Operating income grew 1% to $216.9 million from $215.0 million the prior year period with a 200 basis point operating margin1 improvement, despite $12.4 million of operating income included in the fourth quarter of 2021 from CFI.

Net income grew 6% to $153.5 million from $144.1 million in the prior year period, and net income of $1.74 per diluted share was up relative to $1.52 in the prior year period. Adjusted net income, a non-IFRS measure, was $151.8 million, or $1.72 per diluted share, up from $148.6 million, or $1.57 per diluted share, the prior year period.

Total revenue declined for all segments relative to the prior year period with decreases of 3% for Package and Courier, 6% for Less-Than-Truckload, 14% for Truckload and 11% for Logistics. In contrast, operating income was higher for Package and Courier by 2%, for Truckload by 16% and for Logistics by 4%, and lower for Less-Than-Truckload by 15% in the fourth quarter in comparison to the prior-year. Truckload operating income in the prior year period included a $12.4 million contribution from CFI which was partially offset by an increased contribution of $9.7 million from the sale of real estate in the quarter. Operating income in the Less-Than-Truckload segment, more specifically U.S. LTL, decreased due to the lower freight volumes as well as to non-recurring costs related to exiting the transition service agreement with UPS. On February 1, 2023, the financial system supporting the U.S. LTL operations was migrated from UPS to a standalone system managed by TFI.

FULL-YEAR RESULTS
Total revenue was $8.81 billion for 2022 versus $7.22 billion in 2021. Revenue before fuel surcharge of $7.36 billion was up 14% compared to the prior year.

Operating income totaled $1,146.0 million, or 16% of revenue before fuel surcharge, an increase of 17% compared to $979.2 million and 15% of revenue before fuel surcharge in the prior year. The increase is mainly attributable to the contributions from acquisitions, including a gain on sale of business of $73.7 million.

Net income was $823.2 million, or $9.02 per diluted share, compared to $754.4 million, or $7.91 per diluted share a year earlier. Adjusted net income and Adjusted diluted EPS, non-IFRS measures, were $731.7 million, or $8.02 per diluted share, compared to $498.3 million, or $5.23 per diluted share the prior year.

During 2022, total revenue grew 1% for Package and Courier, 43% for Less-Than-Truckload, 13% for Truckload and 6% for Logistics relative to the prior year. Operating income was up 24% for Package and Courier, 59% for Truckload, down 18% for Less-Than-Truckload, mainly due to the inclusion of the bargain purchase gain in 2021, and down 2% for Logistics.

1This is a non-IFRS measure. For a reconciliation, refer to the "Non-IFRS and Other Financial Measures" section below.

SEGMENTED RESULTS

To facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses. Note that “Total revenue” is not affected by this reallocation.

Selected segmented financial information

(unaudited)
(in thousands of U.S. dollars)
Package
and
Courier
Less-
Than-Truckload*
Truckload Logistics Corporate Eliminations Total
Three months ended December 31, 2022
Revenue before fuel surcharge1 129,074 720,783 403,351 375,968 (12,681 ) 1,616,495
% of total revenue2 9 % 46 % 25 % 20 % 100 %
Adjusted EBITDA3 43,935 126,307 104,007 43,473 (12,766 ) 304,956
Adjusted EBITDA margin3,4 34.0 % 17.5 % 25.8 % 11.6 % 18.9 %
Operating income (loss) 37,563 88,240 71,842 34,204 (14,989 ) 216,860
Operating margin3,4 29.1 % 12.2 % 17.8 % 9.1 % 13.4 %
Total assets less intangible assets3 182,605 2,107,874 1,085,629 263,017 274,595 3,913,720
Net capital expenditures3 6,045 57,273 14,248 131 58 77,755
Three months ended December 31, 2021
Revenue before fuel surcharge1 150,074 822,911 506,432 427,561 (18,555 ) 1,888,423
% of total revenue2 8 % 44 % 27 % 20 % 100 %
Adjusted EBITDA3 43,496 141,189 111,848 42,465 (20,532 ) 318,466
Adjusted EBITDA margin3,4 29.0 % 17.2 % 22.1 % 9.9 % 16.9 %
Operating income (loss) 36,713 103,449 61,803 32,869 (19,855 ) 214,979
Operating margin3,4 24.5 % 12.6 % 12.2 % 7.7 % 11.4 %
Total assets less intangible assets3 186,116 2,162,534 1,362,007 292,026 88,059 4,090,742
Net capital expenditures3 5,926 46,986 15,113 192 20 68,237
YTD December 31, 2022
Revenue before fuel surcharge1 498,972 3,243,557 1,986,331 1,689,122 (60,918 ) 7,357,064
% of total revenue2 7 % 45 % 28 % 20 % 100 %
Adjusted EBITDA3 160,838 567,759 557,058 178,690 (39,321 ) 1,425,024
Adjusted EBITDA margin3,4 32.2 % 17.5 % 28.0 % 10.6 % 19.4 %
Operating income (loss) 134,306 470,807 366,868 140,446 33,611 1,146,038
Operating margin3,4 26.9 % 14.5 % 18.5 % 8.3 % 15.6 %
Total assets less intangible assets3 182,605 2,107,874 1,085,629 263,017 274,595 3,913,720
Net capital expenditures3 10,636 132,814 31,658 676 170 175,954
YTD December 31, 2021
Revenue before fuel surcharge1 560,147 2,440,640 1,901,157 1,620,926 (54,085 ) 6,468,785
% of total revenue2 9 % 39 % 30 % 23 % 100 %
Adjusted EBITDA3 134,845 415,641 431,181 169,005 (74,193 ) 1,076,479
Adjusted EBITDA margin3,4 24.1 % 17.0 % 22.7 % 10.4 % 16.6 %
Operating income (loss) 108,440 572,798 230,189 142,794 (74,992 ) 979,229
Operating margin3,4 19.4 % 23.5 % 12.1 % 8.8 % 15.1 %
Total assets less intangible assets3 186,116 2,162,534 1,362,007 292,026 88,059 4,090,742
Net capital expenditures3 14,445 52,703 69,177 316 141 136,782
1 Includes intersegment revenue.
2 Segment revenue including fuel and intersegment revenue to consolidated revenue including fuel and intersegment revenue.
3 This is a non-IFRS measure. For a reconciliation, refer to the “Non-IFRS and Other Financial Measures” section below.
4 As a percentage of revenue before fuel surcharge.
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

CASH FLOW
Net cash flow from operating activities was $971.6 million during 2022 compared to $855.4 million the prior year. The 14% increase was due to stronger operating performance and contributions from acquisitions. The Company returned $665.3 million to shareholders during the year, of which $97.3 million was through dividends and $568.0 million was through share repurchases.

On December 15, 2022, the Board of Directors of TFI International declared a quarterly dividend of $0.35 per outstanding common share paid on January 16, 2023, representing a 30% increase over the $0.27 quarterly dividend declared in Q4 2021.

CONFERENCE CALL
TFI International will host a conference call on Monday, February 6, 2023 at 5:00 p.m. Eastern Time to discuss these results. Interested parties can join the call by dialing 1-855-327-6837 or 1-631-891-4304. A recording of the call will be available until 11:59 p.m Eastern, Monday February 20, 2023 by dialing 1-844-512-2921 or 1-412-317-6671.

ABOUT TFI INTERNATIONAL
TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States and Canada through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:

  • Package and Courier;
  • Less-Than-Truckload;
  • Truckload;
  • Logistics.

TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under symbol TFII. For more information, visit www.tfiintl.com.

FORWARD-LOOKING STATEMENTS
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 acquisitions. In addition, any material weaknesses in internal control over financial reporting that are identified, and the cost of remediation of any such material weakness and any other control deficiencies, may have adverse effects on the Company and impact future results.

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 the 2022 Q3 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.

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 as issued by the international Accounting Standards Board (IASB) 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 in the exhibits.

For further information:
Alain Bédard
Chairman, President and CEO
TFI International Inc.
647-729-4079
abedard@tfiintl.com


TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2022 AND 2021


(in thousands of U.S. dollars) As at As at
December 31,
2022
December 31,
2021*
Assets
Cash and cash equivalents 147,117 19,292
Trade and other receivables 1,030,726 1,056,023
Inventoried supplies 24,181 24,402
Current taxes recoverable 12,788 6,080
Prepaid expenses 38,501 54,518
Assets held for sale 10,250 1,943
Current assets 1,263,563 1,162,258
Property and equipment 2,131,955 2,455,141
Right-of-use assets 381,640 398,533
Intangible assets 1,592,110 1,792,921
Investments1 85,964 31,391
Employee benefits 4,359 -
Other assets 19,192 13,724
Deferred tax assets 27,047 29,695
Non-current assets 4,242,267 4,721,405
Total assets 5,505,830 5,883,663
Liabilities
Trade and other payables 708,768 861,908
Current taxes payable 41,714 16,552
Provisions 43,903 39,012
Other financial liabilities 19,275 10,566
Long-term debt 37,087 363,586
Lease liabilities 115,934 115,344
Current liabilities 966,681 1,406,968
Long-term debt 1,278,670 1,244,508
Lease liabilities 297,105 313,862
Employee benefits - 68,037
Provisions 131,736 108,145
Other financial liabilities 382 8,033
Deferred tax liabilities 368,186 423,755
Non-current liabilities 2,076,079 2,166,340
Total liabilities 3,042,760 3,573,308
Equity
Share capital 1,089,229 1,133,181
Contributed surplus 41,491 39,150
Accumulated other comprehensive income (233,321 ) (144,665 )
Retained earnings 1,565,671 1,282,689
Total equity 2,463,070 2,310,355
Contingencies, letters of credit and other commitments
Subsequent events
Total liabilities and equity 5,505,830 5,883,663
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.
** The Company's financial reporting framework is IFRS as issued by the IASB.
1 The investments were previously presented as Other assets and have been recast due to the increase in value of the investments. The investments include both level 1 and level 3 investments. The level 1 investments are 1,027,696 shares of ArcBest Corporation (NYSE: ARCB).


TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2022 AND 2021


(In thousands of U.S. dollars, except per share amounts)
2022 2021*
Revenue 7,357,064 6,468,785
Fuel surcharge 1,455,427 751,644
Total revenue 8,812,491 7,220,429
Materials and services expenses 4,592,191 3,815,453
Personnel expenses 2,362,856 1,974,081
Other operating expenses 492,291 380,342
Depreciation of property and equipment 248,638 225,007
Depreciation of right-of-use assets 126,276 112,782
Amortization of intangible assets 55,679 55,243
Gain on sale of business (73,653 ) -
Bargain purchase gain - (283,593 )
Gain on sale of rolling stock and equipment (59,661 ) (24,644 )
Gain on derecognition of right-of-use assets (210 ) (1,282 )
(Gain) loss on sale of land and buildings (43 ) 19
Gain on sale of assets held for sale (77,911 ) (12,209 )
Loss on disposal of intangible assets - 1
Total operating expenses 7,666,453 6,241,200
Operating income 1,146,038 979,229
Finance (income) costs
Finance income (1,750 ) (5,127 )
Finance costs 82,147 78,145
Net finance costs 80,397 73,018
Income before income tax 1,065,641 906,211
Income tax expense 242,409 151,806
Net income 823,232 754,405
Earnings per share
Basic earnings per share 9.21 8.11
Diluted earnings per share 9.02 7.91
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.


TFI International Inc. UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2022 AND 2021


(In thousands of U.S. dollars)
2022 2021*
Net income 823,232 754,405
Other comprehensive (loss) income
Items that may be reclassified to income or loss in future years:
Foreign currency translation differences (10,148 ) 12,960
Net investment hedge, net of tax (72,046 ) (15,542 )
Employee benefits, net of tax 292 87
Items that may never be reclassified to income:
Defined benefit plan remeasurement, net of tax 63,508 (4,128 )
Items directly reclassified to retained earnings:
Unrealized (loss) gain on investments in equity securities
measured at fair value through OCI, net of tax (5,495 ) 24,147
Other comprehensive (loss) income, net of tax (23,889 ) 17,524
Total comprehensive income 799,343 771,929
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.


TFI International Inc. UNAUDITEDCONSOLIDATED STATEMENTS OF EQUITY
YEARS ENDED DECEMBER 31, 2022 AND 2021


(In thousands of U.S. dollars) Accumulated
foreign Accumulated
Accumulated currency unrealized
unrealized translation gain (loss) Total equity
loss on differences on invest- attributable
employee and net ments in Retained to owners
Share Contributed benefit investment equity earnings of the
capital surplus plans hedge securities (deficit) Company
Balance as at December 31, 2021* 1,133,181 39,150 (292 ) (156,926 ) 12,553 1,282,689 2,310,355
Net income - - - - - 823,232 823,232
Other comprehensive income (loss), net of tax - - 292 (82,194 ) (5,495 ) 63,508 (23,889 )
Realized (loss) gain on equity securities - - - - (1,259 ) 1,259 -
Total comprehensive income (loss) - - 292 (82,194 ) (6,754 ) 887,999 799,343
Share-based payment transactions, net of tax - 16,298 - - - - 16,298
Stock options exercised, net of tax 22,800 (6,298 ) - - - - 16,502
Dividends to owners of the Company - - - - - (102,615 ) (102,615 )
Repurchase of own shares (68,536 ) - - - - (499,447 ) (567,983 )
Net settlement of restricted share units, net of tax 1,784 (7,659 ) - - - (2,955 ) (8,830 )
Total transactions with owners, recorded directly in equity (43,952 ) 2,341 - - - (605,017 ) (646,628 )
Balance as at December 31, 2022 1,089,229 41,491 - (239,120 ) 5,799 1,565,671 2,463,070
Balance as at December 31, 2020 1,120,049 19,783 (379 ) (154,344 ) - 803,503 1,788,612
Net income* - - - - - 754,405 754,405
Other comprehensive income (loss), net of tax - - 87 (2,582 ) 24,147 (4,128 ) 17,524
Realized (loss) gain on equity securities - - - - (11,594 ) 11,594 -
Total comprehensive income (loss) - - 87 (2,582 ) 12,553 761,871 771,929
Share-based payment transactions, net of tax - 27,577 - - - - 27,577
Stock options exercised, net of tax 26,324 (3,266 ) - - - - 23,058
Issuance of shares, net of expenses - - - - - - -
Dividends to owners of the Company - - - - - (89,121 ) (89,121 )
Repurchase of own shares (23,449 ) - - - - (174,704 ) (198,153 )
Net settlement of restricted share units, net of tax 10,257 (4,944 ) - - - (18,860 ) (13,547 )
Total transactions with owners, recorded directly in equity 13,132 19,367 - - - (282,685 ) (250,186 )
Balance as at December 31, 2021* 1,133,181 39,150 (292 ) (156,926 ) 12,553 1,282,689 2,310,355
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.


TFI International Inc. UNAUDITEDCONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021


(In thousands of U.S. dollars)
2022 2021*
Cash flows from operating activities
Net income 823,232 754,405
Adjustments for:
Depreciation of property and equipment 248,638 225,007
Depreciation of right-of-use assets 126,276 112,782
Amortization of intangible assets 55,679 55,243
Share-based payment transactions 14,648 15,424
Net finance costs 80,397 73,018
Income tax expense 242,409 151,806
Gain on sale of business (73,653 ) -
Bargain purchase gain - (283,593 )
Gain on sale of property and equipment (59,704 ) (24,625 )
Gain on derecognition of right-of-use assets (210 ) (1,282 )
Gain on sale of assets held for sale (77,911 ) (12,209 )
Loss on disposal of intangible assets - 1
Employee benefits 14,946 (20,193 )
Provisions, net of payments 26,044 21,890
Net change in non-cash operating working capital (147,453 ) 41,940
Interest paid (77,512 ) (65,453 )
Income tax paid (224,181 ) (188,810 )
Net cash from operating activities 971,645 855,351
Cash flows from (used in) investing activities
Purchases of property and equipment (350,824 ) (268,656 )
Proceeds from sale of property and equipment 128,821 92,842
Proceeds from sale of assets held for sale 131,250 19,869
Purchases of intangible assets (6,120 ) (7,143 )
Proceeds from sale of intangible assets 250 -
Proceeds from sale of business, net of cash disposed 546,228 -
Business combinations, net of cash acquired (158,251 ) (1,008,131 )
Purchases of investments (80,551 ) (35,913 )
Proceeds from sale of investments 12,930 40,686
Others (311 ) 3,789
Net cash from (used in) investing activities 223,422 (1,162,657 )
Cash flows (used in) from financing activities
Net decrease (increase) in bank indebtedness 7,490 (7,173 )
Proceeds from long-term debt 334,164 661,039
Repayment of long-term debt (369,692 ) (43,868 )
Net (increase) decrease in revolving facilities (236,502 ) 118,859
Repayment of lease liabilities (123,606 ) (115,336 )
Repayment of other financial liabilities (21,108 ) (11,216 )
Dividends paid (97,321 ) (85,386 )
Repurchase of own shares (567,983 ) (198,153 )
Proceeds from exercise of stock options 16,502 20,114
Payment for settlement of restricted share units (9,186 ) (16,579 )
Net cash (used in) from financing activities (1,067,242 ) 322,301
Net change in cash and cash equivalents 127,825 14,995
Cash and cash equivalents, beginning of year 19,292 4,297
Cash and cash equivalents, end of year 147,117 19,292
* Recasted for adjustments to provisional amounts of UPS Freight prior year’s business combination.

SEGMENT INFORMATION

Geographical information (Unaudited)

Total revenue is attributed to geographical locations based on the origin of service’s location.

Package Less-
and Than-
Courier Truckload Truckload Logistics Eliminations Total
2022
Canada 650,844 667,506 1,182,198 256,714 (34,202 ) 2,723,060
United States - 3,355,657 1,268,840 1,488,941 (41,632 ) 6,071,806
Mexico - - - 17,625 - 17,625
Total revenue 650,844 4,023,163 2,451,038 1,763,280 (75,834 ) 8,812,491
2021
Canada 641,449 576,311 912,166 269,568 (31,193 ) 2,368,301
United States - 2,239,079 1,250,586 1,370,843 (30,041 ) 4,830,467
Mexico - - - 21,661 - 21,661
Total revenue 641,449 2,815,390 2,162,752 1,662,072 (61,234 ) 7,220,429

Package and Courier

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2022 % 2021 % 2022 % 2021 %
Total revenue 172,381 177,368 650,844 641,449
Fuel surcharge (43,307 ) (27,294 ) (151,872 ) (81,302 )
Revenue 129,074 100.0 % 150,074 100.0 % 498,972 100.0 % 560,147 100.0 %
Materials and services expenses (net of fuel surcharge) 42,784 33.1 % 60,636 40.4 % 167,725 33.6 % 243,786 43.5 %
Personnel expenses 35,877 27.8 % 39,060 26.0 % 144,650 29.0 % 154,820 27.6 %
Other operating expenses 6,667 5.2 % 6,905 4.6 % 26,845 5.4 % 26,762 4.8 %
Depreciation of property and equipment 3,080 2.4 % 3,297 2.2 % 12,863 2.6 % 12,392 2.2 %
Depreciation of right-of-use assets 3,135 2.4 % 3,300 2.2 % 13,024 2.6 % 13,109 2.3 %
Amortization of intangible assets 157 0.1 % 186 0.1 % 645 0.1 % 903 0.2 %
Gain on sale of rolling stock and equipment (189 ) -0.1 % (23 ) -0.0 % (1,087 ) -0.2 % (59 ) -0.0 %
(Gain) loss on derecognition of right-of-use assets - - - - 1 0.0 % (7 ) -0.0 %
Loss on disposal of intangible assets - - - - - - 1 0.0 %
Operating income 37,563 29.1 % 36,713 24.5 % 134,306 26.9 % 108,440 19.4 %
Adjusted EBITDA1 43,935 34.0 % 43,496 29.0 % 160,838 32.2 % 134,845 24.1 %
Return on invested capital1 32.5 % 25.3 %
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.


Operational data
(unaudited) Three months ended December 31 Years ended December 31
(Revenue in U.S. dollars) 2022 2021 Variance % 2022 2021 Variance %
Revenue per pound (including fuel) $ 0.47 $ 0.43 $ 0.04 9.3 % $ 0.48 $ 0.44 $ 0.04 9.1 %
Revenue per pound (excluding fuel) $ 0.35 $ 0.36 $ (0.01 ) -2.8 % $ 0.37 $ 0.39 $ (0.02 ) -5.1 %
Revenue per package (excluding fuel) $ 5.59 $ 6.11 $ (0.52 ) -8.5 % $ 5.88 $ 6.21 $ (0.33 ) -5.3 %
Tonnage (in thousands of metric tons) 167 187 (20 ) -10.7 % 614 656 (42 ) -6.4 %
Packages (in thousands) 23,107 24,581 (1,474 ) -6.0 % 84,915 90,257 (5,342 ) -5.9 %
Average weight per package (in lbs.) 15.93 16.77 (0.84 ) -5.0 % 15.94 16.03 (0.09 ) -0.6 %
Vehicle count, average 1,028 1,139 (111 ) -9.7 % 1,046 1,069 (23 ) -2.2 %
Weekly revenue per vehicle (incl. fuel, in thousands of U.S. dollars) $ 12.90 $ 11.98 $ 0.92 7.7 % $ 11.97 $ 11.54 $ 0.43 3.7 %

Less-Than-Truckload

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2022 % 2021 % 2022 % 2021* %
Total revenue 903,713 959,546 4,023,163 2,815,390
Fuel surcharge (182,930 ) (136,635 ) (779,606 ) (374,750 )
Revenue 720,783 100.0 % 822,911 100.0 % 3,243,557 100.0 % 2,440,640 100.0 %
Materials and services expenses (net of fuel surcharge) 226,839 31.5 % 274,166 33.3 % 1,003,662 30.9 % 848,273 34.8 %
Personnel expenses 311,248 43.2 % 348,237 42.3 % 1,432,857 44.2 % 1,022,214 41.9 %
Other operating expenses 58,050 8.1 % 60,196 7.3 % 243,347 7.5 % 155,992 6.4 %
Depreciation of property and equipment 26,374 3.7 % 25,846 3.1 % 104,850 3.2 % 73,242 3.0 %
Depreciation of right-of-use assets 9,641 1.3 % 9,398 1.1 % 38,985 1.2 % 33,050 1.4 %
Amortization of intangible assets 2,065 0.3 % 2,495 0.3 % 8,831 0.3 % 9,768 0.4 %
Bargain Purchase Gain - - - - - - (271,593 ) -11.1 %
Gain on sale of rolling stock and equipment (1,601 ) -0.2 % (842 ) -0.1 % (4,056 ) -0.1 % (907 ) -0.0 %
Gain on derecognition of right-of-use assets (60 ) -0.0 % (35 ) -0.0 % (12 ) -0.0 % (573 ) -0.0 %
(Gain) loss on sale of land and buildings and assets held for sale (13 ) -0.0 % 1 0.0 % (55,714 ) -1.7 % (1,624 ) -0.1 %
Operating income 88,240 12.2 % 103,449 12.6 % 470,807 14.5 % 572,798 23.5 %
Adjusted EBITDA1 126,307 17.5 % 141,189 17.2 % 567,759 17.5 % 415,641 17.0 %
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.


Operational data
(unaudited) Three months ended December 31 Years ended December 31
(Revenue in U.S. dollars) 2022 2021 Variance % 2022 2021 Variance %
U.S. LTL
Revenue (in thousands of dollars)1 475,389 568,761 (93,372 ) -16.4 % 2,186,668 1,586,228 600,440 37.9 %
Adjusted Operating Ratio2 90.4 % 89.4 % 89.9 % 90.1 %
Revenue per hundredweight (excluding fuel)1 $ 30.05 $ 29.20 $ 0.85 2.9 % $ 29.67 $ 28.52 $ 1.15 4.0 %
Revenue per shipment (excluding fuel)1 $ 322.74 $ 310.97 $ 11.77 3.8 % $ 320.20 $ 299.91 $ 20.29 6.8 %
Revenue per hundredweight (including fuel)1 $ 39.04 $ 34.76 $ 4.28 12.3 % $ 38.03 $ 33.57 $ 4.46 13.3 %
Revenue per shipment (including fuel)1 $ 419.26 $ 371.17 $ 49.09 13.3 % $ 410.38 $ 353.06 $ 57.32 16.2 %
Tonnage (in thousands of tons)1 791 974 (183 ) -18.8 % 3,685 2,781 904 32.5 %
Shipments (in thousands)1 1,473 1,829 (356 ) -19.5 % 6,829 5,289 1,540 29.1 %
Average weight per shipment (in lbs)1 1,074 1,065 9 0.8 % 1,079 1,052 27 2.6 %
Average length of haul (in miles)1 1,092 1,110 (18 ) -1.6 % 1,101 1,089 12 1.1 %
Vehicle count, average4 4,410 4,583 (173 ) -3.8 % 4,685 4,866 (181 ) -3.7 %
Return on invested capital2,3 18.8 % -
Canadian LTL
Revenue (in thousands of dollars) 123,176 144,697 (21,521 ) -14.9 % 548,012 556,891 (8,879 ) -1.6 %
Adjusted Operating Ratio2 75.3 % 78.3 % 74.0 % 79.9 %
Revenue per hundredweight (excluding fuel) $ 10.84 $ 11.13 $ (0.29 ) -2.6 % $ 11.26 $ 10.80 $ 0.46 4.3 %
Revenue per shipment (excluding fuel) $ 235.97 $ 223.30 $ 12.67 5.7 % $ 241.95 $ 222.40 $ 19.55 8.8 %
Revenue per hundredweight (including fuel)1 $ 14.46 $ 13.33 $ 1.13 8.5 % $ 14.65 $ 12.62 $ 2.03 16.1 %
Revenue per shipment (including fuel)1 $ 314.61 $ 267.43 $ 47.18 17.6 % $ 314.88 $ 260.01 $ 54.87 21.1 %
Tonnage (in thousands of tons) 568 650 (82 ) -12.6 % 2,434 2,579 (145 ) -5.6 %
Shipments (in thousands) 522 648 (126 ) -19.4 % 2,265 2,504 (239 ) -9.5 %
Average weight per shipment (in lbs) 2,176 2,006 170 8.5 % 2,149 2,060 89 4.3 %
Average length of haul (in miles) 734 791 (57 ) -7.2 % 748 773 (25 ) -3.2 %
Vehicle count, average 808 810 (2 ) -0.2 % 800 837 (37 ) -4.4 %
Return on invested capital2 24.0 % 17.8 %
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 The Return on invested capital for the U.S. LTL is not disclosed as the trailing twelve-month information is not available for fiscal 2021, as it was acquired on April 30, 2021.
4 The vehicle count average for the year ended December 31, 2021 was adjusted to calculate the average since the acquisition of UPS Freight on April 30, 2021. As at December 31, 2022 the active vehicle count was 4,046.

Truckload

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2022 % 2021 % 2022 % 2021 %
Total revenue 502,784 584,009 2,451,038 2,162,752
Fuel surcharge (99,433 ) (77,577 ) (464,707 ) (261,595 )
Revenue 403,351 100.0 % 506,432 100.0 % 1,986,331 100.0 % 1,901,157 100.0 %
Materials and services expenses (net of fuel surcharge) 174,305 43.2 % 221,538 43.7 % 821,442 41.4 % 823,645 43.3 %
Personnel expenses 115,449 28.6 % 160,351 31.7 % 585,891 29.5 % 604,041 31.8 %
Other operating expenses 13,709 3.4 % 19,193 3.8 % 76,612 3.9 % 66,468 3.5 %
Depreciation of property and equipment 26,695 6.6 % 35,652 7.0 % 129,013 6.5 % 137,301 7.2 %
Depreciation of right-of-use assets 15,730 3.9 % 15,087 3.0 % 59,473 3.0 % 52,680 2.8 %
Amortization of intangible assets 5,699 1.4 % 5,960 1.2 % 23,944 1.2 % 21,580 1.1 %
Gain on sale of rolling stock and equipment (3,981 ) -1.0 % (6,338 ) -1.3 % (54,481 ) -2.7 % (23,747 ) -1.2 %
Gain on derecognition of right-of-use assets (138 ) -0.0 % (160 ) -0.0 % (191 ) -0.0 % (431 ) -0.0 %
Gain on sale of land and buildings and assets held for sale (15,959 ) -4.0 % (6,649 ) -1.3 % (22,240 ) -1.1 % (10,569 ) -0.6 %
Gain on disposal of intangible assets - - (5 ) -0.0 % - - - -
Operating income 71,842 17.8 % 61,803 12.2 % 366,868 18.5 % 230,189 12.1 %
Adjusted EBITDA1 104,007 25.8 % 111,848 22.1 % 557,058 28.0 % 431,181 22.7 %
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.


Operational data Three months ended December 31 Years ended December 31
(unaudited) 2022 2021 Variance % 2022 2021 Variance %
Specialized TL2
Revenue (in thousands of U.S. dollars) 325,493 328,648 (3,154 ) -1.0 % 1,362,390 1,233,791 128,599 10.4 %
Adjusted operating ratio1 87.4 % 89.6 % 83.1 % 88.7 %
Tractor count, average 3,839 3,845 (7 ) -0.2 % 3,641 3,722 (81 ) -2.2 %
Trailer count, average 11,004 11,302 (298 ) -2.6 % 10,833 10,912 (79 ) -0.7 %
Tractor age 3.6 3.4 0.2 5.5 % 3.6 3.4 0.2 5.5 %
Trailer age 11.5 10.5 1.0 9.8 % 11.5 10.5 1.0 9.8 %
Number of owner operators, average 1,193 1,201 (8 ) -0.7 % 1,126 1,217 (91 ) -7.5 %
Return on invested capital1 13.4 % 9.2 %
Canadian based Conventional TL
Revenue (in thousands of U.S. dollars) 79,101 73,786 5,315 7.2 % 322,553 250,177 72,376 28.9 %
Adjusted operating ratio1 81.1 % 88.4 % 78.7 % 87.9 %
Total mileage (in thousands) 24,498 26,467 (1,969 ) -7.4 % 93,923 92,236 1,687 1.8 %
Tractor count, average 858 728 130 17.9 % 741 640 102 15.9 %
Trailer count, average 3,636 3,401 235 6.9 % 3,456 2,884 572 19.8 %
Tractor age 3.5 4.1 (0.6 ) -13.7 % 3.5 4.1 (0.6 ) -13.7 %
Trailer age 7.3 7.5 (0.2 ) -2.5 % 7.3 7.5 (0.2 ) -2.5 %
Number of owner operators, average 254 324 (70 ) -21.7 % 269 306 (37 ) -12.0 %
Return on invested capital1 21.3 % 10.9 %
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS Financial Measures” section below.
2 Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

Logistics

(unaudited) Three months ended December 31 Years ended December 31
(in thousands of U.S. dollars) 2022 % 2021 % 2022 % 2021 %
Total revenue 394,071 441,086 1,763,280 1,662,072
Fuel surcharge (18,103 ) (13,525 ) (74,158 ) (41,146 )
Revenue 375,968 100.0 % 427,561 100.0 % 1,689,122 100.0 % 1,620,926 100.0 %
Materials and services expenses (net of fuel surcharge) 269,625 71.7 % 323,164 75.6 % 1,232,049 72.9 % 1,223,846 75.5 %
Personnel expenses 35,770 9.5 % 29,419 6.9 % 143,505 8.5 % 116,523 7.2 %
Other operating expenses 27,107 7.2 % 32,443 7.6 % 134,923 8.0 % 111,742 6.9 %
Depreciation of property and equipment 333 0.1 % 375 0.1 % 1,460 0.1 % 1,581 0.1 %
Depreciation of right-of-use assets 3,644 1.0 % 3,442 0.8 % 14,794 0.9 % 13,943 0.9 %
Amortization of intangible assets 5,292 1.4 % 5,776 1.4 % 21,990 1.3 % 22,684 1.4 %
Bargain purchase gain - - - - - - (12,000 ) -0.7 %
(Gain) loss on sale of rolling stock and equipment (7 ) -0.0 % 70 0.0 % (37 ) -0.0 % 70 0.0 %
Gain on derecognition of right-of-use assets - - - - (8 ) -0.0 % (260 ) -0.0 %
Loss on sale of land and building - - 3 0.0 % - - 3 0.0 %
Operating income 34,204 9.1 % 32,869 7.7 % 140,446 8.3 % 142,794 8.8 %
Adjusted EBITDA1 43,473 11.6 % 42,465 9.9 % 178,690 10.6 % 169,005 10.4 %
Return on invested capital1 21.9 % 19.9 %
1 This is a non-IFRS measure. For a reconciliation, please refer to the “Non-IFRS and Other Financial Measures” section below.

NON-IFRS AND OTHER 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 press release 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 relates and might not be comparable to similar financial measures disclosed by other issuers. 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 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 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 of land and building, gain or loss on the sale of business and directly attributable expenses due to disposal, gain or loss on the disposal of intangible assets and U.S. Tax Reform. In presenting an adjusted net income and adjusted EPS, the Company’s intent is to help provide an understanding of what would have been the net income and earnings per share in a context of significant business combinations and excluding specific impacts and to reflect earnings from a strictly operating perspective. The amortization of intangible assets related to business acquisitions comprises amortization expense of customer relationships, trademarks and non-compete agreements accounted for in business combinations and the income tax effects related to this amortization. Management also believes, in excluding amortization of intangible assets related to business acquisitions, it provides more information on the amortization of intangible asset expense portion, net of tax, that will not have to be replaced to preserve the Company’s ability to generate similar future cash flows. The Company excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Excluding these items does not imply they are necessarily non-recurring.

Adjusted net income reconciliation:

(unaudited)
(in thousands of U.S. dollars, except per share data)
Three months ended
December 31
Years ended
December 31
2022 2021* 2022 2021*
Net income 153,494 144,139 823,232 754,405
Amortization of intangible assets related to business acquisitions 13,969 13,128 52,003 50,498
Net change in fair value and accretion expense of contingent considerations 90 1,571 216 1,932
Net foreign exchange (gain) loss (564 ) (939 ) 556 (1,471 )
(Gain) loss on sale of business and direct attributable costs 2,069 (69,753 )
Bargain purchase gain (283,593 )
Gain on sale of land and buildings and assets held for sale (15,941 ) (6,638 ) (77,870 ) (11,978 )
(Gain) loss on disposal of intangible assets (5 ) 1
Tax impact of adjustments (1,358 ) (2,636 ) 3,284 (11,446 )
Adjusted net income1 151,759 148,620 731,668 498,348
Adjusted EPS – basic1 1.75 1.60 8.19 5.36
Adjusted EPS – diluted1 1.72 1.57 8.02 5.23
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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 or loss 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. 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. Management believes adjusted EBITDA to be a useful supplemental measure. Adjusted EBITDA is provided to assist in determining the ability of the Company to assess its performance.

Consolidated adjusted EBITDA reconciliation:

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021 2022 2021*
Net income 153,494 144,139 823,232 754,405
Net finance costs 16,963 21,441 80,397 73,018
Income tax expense 46,403 49,399 242,409 151,806
Depreciation of property and equipment 56,587 65,294 248,638 225,007
Depreciation of right-of-use assets 32,150 31,190 126,276 112,782
Amortization of intangible assets 13,262 13,653 55,679 55,243
(Gain) loss on sale of business 2,069 (73,653 )
Bargain purchase gain (283,593 )
(Gain) loss on sale of land and buildings 9 (43 ) 19
Gain on sale of assets held for sale (15,972 ) (6,654 ) (77,911 ) (12,209 )
(Gain) loss on sale of intangible assets (5 ) 1
Adjusted EBITDA 304,956 318,466 1,425,024 1,076,479
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

Segmented adjusted EBITDA reconciliation:

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021 2022 2021*
Package and Courier
Operating income 37,563 36,713 134,306 108,440
Depreciation and amortization 6,372 6,783 26,532 26,404
Loss on disposal of intangible assets 1
Adjusted EBITDA 43,935 43,496 160,838 134,845
Less-Than-Truckload
Operating income 88,240 103,449 470,807 572,798
Depreciation and amortization 38,080 37,739 152,666 116,060
Bargain purchase gain (271,593 )
(Gain) loss on sale of land and buildings (1 ) 6 16
Gain on sale of assets held for sale (12 ) (5 ) (55,714 ) (1,640 )
Adjusted EBITDA 126,307 141,189 567,759 415,641
Truckload
Operating income 71,842 61,803 366,868 230,189
Depreciation and amortization 48,124 56,699 212,430 211,561
(Gain) loss on sale of land and buildings 1 (43 )
Gain on sale of assets held for sale (15,960 ) (6,649 ) (22,197 ) (10,569 )
Gain on disposal of intangible assets (5 )
Adjusted EBITDA 104,007 111,848 557,058 431,181
Logistics
Operating income 34,204 32,869 140,446 142,794
Depreciation and amortization 9,269 9,593 38,244 38,208
Bargain purchase gain (12,000 )
Loss on sale of land and buildings 3 3
Adjusted EBITDA 43,473 42,465 178,690 169,005
Corporate
Operating loss (14,989 ) (19,855 ) 33,611 (74,992 )
Depreciation and amortization 154 (677 ) 721 799
(Gain) loss on sale of business 2,069 (73,653 )
Adjusted EBITDA (12,766 ) (20,532 ) (39,321 ) (74,193 )
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination

Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue before fuel surcharge.

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, and gain or loss on disposal of intangible assets (“Adjusted operating expenses”), net of fuel surcharge revenue, divided by revenue before fuel surcharge. Although the adjusted operating ratio is not a recognized financial measure defined by IFRS, it is a widely recognized measure in the transportation industry, which the Company believes provides a comparable benchmark for evaluating the Company’s performance. Also, to facilitate the comparison of business level activity and operating costs between periods, the Company compares the revenue before fuel surcharge (“revenue”) and reallocates the fuel surcharge revenue to materials and services expenses within operating expenses.

Consolidated adjusted operating ratio reconciliation:

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021 2022 2021*
Operating expenses 1,739,834 1,925,935 7,666,453 6,241,200
(Gain) loss on sale of business (2,069 ) 73,653
Bargain purchase gain 283,593
Gain (loss) on sale of land and building (9 ) 43 (19 )
Gain on sale of assets held for sale 15,972 6,654 77,911 12,209
Gain (loss) on disposal of intangible assets 5 (1 )
Adjusted operating expenses 1,753,737 1,932,585 7,818,060 6,536,982
Fuel surcharge revenue (340,199 ) (252,491 ) (1,455,427 ) (751,644 )
Adjusted operating expenses, net of fuel surcharge revenue 1,413,538 1,680,094 6,362,633 5,785,338
Revenue before fuel surcharge 1,616,495 1,888,423 7,357,064 6,468,785
Adjusted operating ratio 87.4 % 89.0 % 86.5 % 89.4 %
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations:

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021* 2022 2021*
Less-Than-Truckload
Total revenue 903,713 959,546 4,023,163 2,815,390
Total operating expenses 815,473 856,097 3,552,356 2,242,592
Operating income 88,240 103,449 470,807 572,798
Operating expenses 815,473 856,097 3,552,356 2,242,592
Bargain purchase gain 271,593
Gain (loss) on sale of land and buildings and assets held for sale 13 (1 ) 55,714 1,624
Adjusted operating expenses 815,486 856,096 3,608,070 2,515,809
Fuel surcharge revenue (182,930 ) (136,635 ) (779,606 ) (374,750 )
Adjusted operating expenses, net of fuel surcharge revenue 632,556 719,461 2,828,464 2,141,059
Revenue before fuel surcharge 720,783 822,911 3,243,557 2,440,640
Adjusted operating ratio 87.8 % 87.4 % 87.2 % 87.7 %
Less-Than-Truckload - Revenue before fuel surcharge
U.S. based LTL 601,436 680,212 2,709,762 1,889,611
Canadian based LTL 123,176 144,697 548,012 556,891
Eliminations (3,829 ) (1,998 ) (14,217 ) (5,862 )
720,783 822,911 3,243,557 2,440,640
Less-Than-Truckload - Fuel surcharge revenue
U.S. based LTL 142,180 108,275 615,840 281,110
Canadian based LTL 41,051 28,598 165,185 94,166
Eliminations (301 ) (238 ) (1,419 ) (526 )
182,930 136,635 779,606 374,750
Less-Than-Truckload - Operating income (loss)
U.S. based LTL 57,819 72,077 327,793 459,071
Canadian based LTL 30,421 31,372 143,014 113,727
88,240 103,449 470,807 572,798
U.S. based LTL
Operating expenses* 685,797 716,410 2,997,809 1,711,650
Bargain purchase gain - - - 271,593
Gain (loss) on sale of land and buildings and assets held for sale - (7 ) 55,054 (17 )
Adjusted operating expenses 685,797 716,403 3,052,863 1,983,226
Fuel surcharge revenue (142,180 ) (108,275 ) (615,840 ) (281,110 )
Adjusted operating expenses, net of fuel surcharge 543,617 608,128 2,437,023 1,702,116
Revenue before fuel surcharge 601,436 680,212 2,709,762 1,889,611
Adjusted operating ratio 90.4 % 89.4 % 89.9 % 90.1 %
Canadian based LTL
Operating expenses* 133,806 141,923 570,183 537,330
Gain on sale of land and buildings and assets held for sale 13 6 660 1,641
Adjusted operating expenses 133,819 141,929 570,843 538,971
Fuel surcharge revenue (41,051 ) (28,598 ) (165,185 ) (94,166 )
Adjusted operating expenses, net of fuel surcharge 92,768 113,331 405,658 444,805
Revenue before fuel surcharge 123,176 144,697 548,012 556,891
Adjusted operating ratio 75.3 % 78.3 % 74.0 % 79.9 %
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination

Less-Than-Truckload and Truckload reportable segments adjusted operating ratio reconciliation and Truckload operating segments reconciliations (continued):

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021 2022 2021
Truckload
Total revenue 502,784 584,009 2,451,038 2,162,752
Total operating expenses 430,942 522,206 2,084,170 1,932,563
Operating income 71,842 61,803 366,868 230,189
Operating expenses 430,942 522,206 2,084,170 1,932,563
Gain on sale of business
Gain on sale of land and buildings and assets held for sale 15,959 6,649 22,240 10,569
Adjusted operating expenses 446,901 528,855 2,106,410 1,943,132
Fuel surcharge revenue (99,433 ) (77,577 ) (464,707 ) (261,595 )
Adjusted operating expenses, net of fuel surcharge revenue 347,468 451,278 1,641,703 1,681,537
Revenue before fuel surcharge 403,351 506,432 1,986,331 1,901,157
Adjusted operating ratio 86.1 % 89.1 % 82.7 % 88.4 %
Truckload - Revenue before fuel surcharge
U.S. based Conventional TL1 106,171 310,026 424,320
Canadian based Conventional TL 79,101 73,786 322,553 250,177
Specialized TL1 325,493 328,648 1,362,390 1,233,761
Eliminations (1,243 ) (2,173 ) (8,638 ) (7,101 )
403,351 506,432 1,986,331 1,901,157
Truckload - Fuel surcharge revenue
U.S. based Conventional TL1 20,337 82,059 72,527
Canadian based Conventional TL 17,307 9,414 62,929 29,043
Specialized TL1 82,288 48,045 321,362 160,574
Eliminations (162 ) (219 ) (1,643 ) (549 )
99,433 77,577 464,707 261,595
Truckload - Operating income
U.S. based Conventional TL1 12,409 46,133 49,989
Canadian based Conventional TL 30,463 8,565 84,321 30,367
Specialized TL1 41,379 40,829 236,414 149,833
71,842 61,803 366,868 230,189
U.S. based Conventional TL1
Operating expenses* 114,099 345,952 446,858
Gain on sale of land and buildings and assets held for sale
Adjusted operating expenses 114,099 345,952 446,858
Fuel surcharge revenue (20,337 ) (82,059 ) (72,527 )
Adjusted operating expenses, net of fuel surcharge revenue 93,762 263,893 374,331
Revenue before fuel surcharge 106,171 310,026 424,320
Adjusted operating ratio 88.3 % 85.1 % 88.2 %
Canadian based Conventional TL
Operating expenses* 65,945 74,635 301,161 248,853
Gain on sale of land and buildings and assets held for sale 15,485 15,529 17
Adjusted operating expenses 81,430 74,635 316,690 248,870
Fuel surcharge revenue (17,307 ) (9,414 ) (62,929 ) (29,043 )
Adjusted operating expenses, net of fuel surcharge revenue 64,123 65,221 253,761 219,827
Revenue before fuel surcharge 79,101 73,786 322,553 250,177
Adjusted operating ratio 81.1 % 88.4 % 78.7 % 87.9 %
Specialized TL1
Operating expenses* 366,402 335,864 1,447,338 1,244,502
Gain on sale of assets held for sale 474 6,649 6,711 10,552
Adjusted operating expenses 366,876 342,513 1,454,049 1,255,054
Fuel surcharge revenue (82,288 ) (48,045 ) (321,362 ) (160,574 )
Adjusted operating expenses, net of fuel surcharge revenue 284,588 294,468 1,132,687 1,094,480
Revenue before fuel surcharge 325,493 328,648 1,362,390 1,233,761
Adjusted operating ratio 87.4 % 89.6 % 83.1 % 88.7 %
1 Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.
* Operating expenses excluding intra TL eliminations

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.

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021 2022 2021*
Net income 153,494 144,139 823,232 754,405
Net finance costs 16,963 21,441 80,397 73,018
Income tax expense 46,403 49,399 242,409 151,806
Depreciation of property and equipment 56,587 65,294 248,638 225,007
Depreciation of right-of-use assets 32,150 31,190 126,276 112,782
Amortization of intangible assets 13,262 13,653 55,679 55,243
(Gain) loss on the sale of business 2,069 (73,653 )
Bargain purchase gain (283,593 )
(Gain) loss on sale of land and buildings 9 (43 ) 19
Gain on sale of assets held for sale (15,972 ) (6,654 ) (77,911 ) (12,209 )
(Gain) loss on sale of intangible assets (5 ) 1
Adjusted EBITDA 304,956 318,466 1,425,024 1,076,479
Net capital expenditures (77,755 ) (68,237 ) (175,954 ) (136,782 )
Adjusted EBITDA less net capital expenditures 227,201 250,229 1,249,070 939,697
Free cash flow conversion 74.5 % 78.6 % 87.7 % 87.3 %
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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.

(unaudited)
(in thousands of U.S. dollars)
Three months ended
December 31
Years ended
December 31
2022 2021 2022 2021
Net cash from operating activities 248,348 190,333 971,645 855,351
Additions to property and equipment (111,716 ) (102,595 ) (350,824 ) (267,173 )
Proceeds from sale of property and equipment 17,685 22,508 128,821 92,842
Proceeds from sale of assets held for sale 33,956 10,503 131,250 19,869
Free cash flow 188,273 120,749 880,892 700,889

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)
(in thousands of U.S. dollars)
Package
and
Courier
Less-
Than-Truckload
Truckload Logistics Corporate Eliminations Total
As at December 31, 2022
Total assets 362,724 2,275,672 1,861,093 731,564 274,777 - 5,505,830
Intangible assets 180,119 167,798 775,464 468,547 182 - 1,592,110
Total assets less intangible assets 182,605 2,107,874 1,085,629 263,017 274,595 - 3,913,720
As at December 31, 2021*
Total assets 379,881 2,351,138 2,317,615 746,638 88,391 - 5,883,663
Intangible assets 193,765 188,604 955,608 454,612 332 - 1,792,921
Total assets less intangible assets 186,116 2,162,534 1,362,007 292,026 88,059 - 4,090,742
* Recasted for adjustments to provisional amounts of UPS Freight prior year business combination.

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 is required for the respective period.

(unaudited)
(in thousands of U.S. dollars)
Package
and
Courier
Less-
Than-Truckload
Truckload Logistics Corporate Eliminations Total
Three months ended December 31, 2022
Additions to rolling stock 5,786 58,353 23,167 - - 87,306
Additions to equipment 579 5,025 2,134 437 58 8,233
Proceeds from the sale of rolling stock (320 ) (6,399 ) (11,252 ) (115 ) - (18,086 )
Proceeds from the sale of equipment - 294 199 (191 ) - 302
Net capital expenditures 6,045 57,273 14,248 131 58 77,755
Three months ended December 31, 2021
Additions to rolling stock 4,794 47,680 33,394 - - 85,868
Additions to equipment 1,112 1,620 1,801 235 20 4,788
Proceeds from the sale of rolling stock 20 (2,313 ) (20,075 ) (26 ) - (22,394 )
Proceeds from the sale of equipment - (1 ) (7 ) (17 ) - (25 )
Net capital expenditures 5,926 46,986 15,113 192 20 68,237
YTD ended December 31, 2022
Additions to rolling stock 9,991 134,898 141,388 - 286,277
Additions to equipment 2,227 10,888 3,747 1,032 170 18,064
Proceeds from the sale of rolling stock (1,579 ) (13,067 ) (111,582 ) (165 ) - (126,393 )
Proceeds from the sale of equipment (3 ) 95 (1,895 ) (191 ) - (1,994 )
Net capital expenditures 10,636 132,814 31,658 676 170 175,954
YTD ended December 31, 2021
Additions to rolling stock 11,569 55,087 150,282 142 - 217,080
Additions to equipment 3,125 2,655 6,897 373 141 13,191
Proceeds from the sale of rolling stock (246 ) (5,024 ) (87,995 ) (146 ) - (93,411 )
Proceeds from the sale of equipment (3 ) (15 ) (7 ) (53 ) - (78 )
Net capital expenditures 14,445 52,703 69,177 316 141 136,782

Covenants : 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 the new standard IFRS 16 Leases:

(unaudited)
'Covenants
Requirements As at
December 31, 2022
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 0.96
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 6.22

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 intangibles plus total assets excluding intangibles, net of trade and other payables, income taxes payable and provisions averaged between the beginning and ending balance over a twelve-month period.

Return on invested capital segment reconciliation:
(unaudited)
(in thousands of U.S. dollars)
As at
December 31
2022 2021
Package and Courier
Operating income 134,306 108,440
Amortization of intangible assets 645 903
Operating income, net of exclusions 134,951 109,343
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 99,189 80,367
Intangible assets 180,119 193,765
Total assets, excluding intangible assets 182,605 186,116
less: Trade and other payables, income taxes payable and provisions (67,428 ) (65,438 )
Total invested capital, current year 295,296 314,443
Intangible assets, prior year 193,765 193,288
Total assets, excluding intangible assets, prior year 186,116 194,631
less: Trade and other payables, income taxes payable and provisions, prior year (65,438 ) (66,793 )
Total invested capital, prior year 314,443 321,126
Average invested capital 304,870 317,785
Return on invested capital 32.5 % 25.3 %
Less-Than-Truckload - Canadian based LTL
Operating income 143,014 113,727
Gain on sale of assets held for sale (660 ) (1,640 )
Amortization of intangible assets 7,713 9,004
Operating income, net of exclusions 150,067 121,091
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 110,299 89,002
Intangible assets 162,397 182,084
Total assets, excluding intangible assets 352,949 373,655
less: Trade and other payables, income taxes payable and provisions (77,439 ) (74,241 )
Total invested capital, current year 437,907 481,498
Intangible assets, prior year 182,084 189,579
Total assets, excluding intangible assets, prior year 373,655 403,549
less: Trade and other payables, income taxes payable and provisions, prior year (74,241 ) (76,608 )
Total invested capital, prior year 481,498 516,520
Average invested capital 459,703 499,009
Return on invested capital 24.0 % 17.8 %


Return on invested capital segment reconciliation (continued):
(unaudited)
(in thousands of U.S. dollars)
As at
December 31
2022 2021
Truckload - Canadian based Conventional TL
Operating income 84,321 30,367
Gain on sale of land and buildings (44 )
Gain on sale of assets held for sale (15,485 ) (17 )
Amortization of intangible assets 1,958 2,124
Operating income, net of exclusions 70,750 32,474
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 52,001 23,868
Intangible assets 96,941 104,947
Total assets, excluding intangible assets 185,740 169,197
less: Trade and other payables, income taxes payable and provisions (40,671 ) (28,473 )
Total invested capital, current year 242,010 245,671
Intangible assets, prior year 104,947 96,737
Total assets, excluding intangible assets, prior year 169,197 121,407
less: Trade and other payables, income taxes payable and provisions, prior year (28,473 ) (24,839 )
Total invested capital, prior year 245,671 193,305
Average invested capital 243,841 219,488
Return on invested capital 21.3 % 10.9 %
Truckload - Specialized TL*
Operating income 236,414 149,833
Gain on sale of assets held for sale (6,711 ) (10,553 )
Amortization of intangible assets 20,495 17,394
Operating income, net of exclusions 250,198 156,674
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 183,896 115,155
Intangible assets 678,522 658,692
Total assets, excluding intangible assets 906,564 791,293
less: Trade and other payables, income taxes payable and provisions (151,097 ) (139,683 )
Total invested capital, current year 1,433,989 1,310,302
Intangible assets, prior year 658,692 615,865
Total assets, excluding intangible assets, prior year 791,293 701,987
less: Trade and other payables, income taxes payable and provisions, prior year (139,683 ) (112,888 )
Total invested capital, prior year 1,310,302 1,204,964
Average invested capital 1,372,146 1,257,633
Return on invested capital 13.4 % 9.2 %
Logistics
Operating income 140,446 142,794
Loss on sale of land and buildings 3
Amortization of intangible assets 21,990 22,683
Bargain Purchase gain (12,000 )
Operating income, net of exclusions 162,436 153,480
Income tax 26.5 % 26.5 %
Operating income net of exclusions, after tax 119,390 112,808
Intangible assets 468,547 454,612
Total assets, excluding intangible assets 263,550 292,026
less: Trade and other payables, income taxes payable and provisions (186,557 ) (199,967 )
Total invested capital, current year 545,540 546,671
Intangible assets, prior year 454,612 457,098
Total assets, excluding intangible assets, prior year 292,026 272,592
less: Trade and other payables, income taxes payable and provisions, prior year (199,967 ) (144,305 )
Total invested capital, prior year 546,671 585,385
Average invested capital 546,106 566,028
Return on invested capital 21.9 % 19.9 %
* Recasted comparative figures for change in operating segments of the dedicated operations from US Conventional Truckload as a result of the sale of business of CFI.

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 and the ROIC calculation for U.S. LTL has been modified as compared to the other segment ROICs due to the impact of the bargain purchase gain to provide more consistent comparison to other segments ROIC calculation. The modification includes reducing the total assets, excluding intangible assets by the bargain purchase gain, using the acquisition price instead of the prior year invested capital, and reducing the current year total invested capital by the total liabilities of the US .

(unaudited)
(in thousands of U.S. dollars)
As at
December 31
2022 2021*
Less-Than-Truckload - U.S. based LTL
Operating income 327,793
Loss on sale of land and buildings 8
Gain on sale of assets held for sale (55,054 )
Amortization of intangible assets 1,118
Operating income, net of exclusions 273,865
Income tax 26.5 %
Operating income net of exclusions, after tax 201,291
Intangible assets 5,401
Total assets, excluding intangible assets 1,483,288
less: Total liabilities (637,340 )
Total invested capital, current year 851,349
Total invested capital, acquisition price 838,910
Average invested capital 845,130
Return on invested capital 23.8 %
* The return on invested capital for the U.S. LTL is not disclosed as the trailing twelve-month information was not available for 2021.

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