TFI International Company Overview
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Legal Disclaimer Forward-Looking Statements This presentation contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “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, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this presentation, including statements regarding the Company’s strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements reflect the Company’s views with respect to future events as of the date of this presentation and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this presentation and, except as required by law, the Company undertakes no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this presentation. The Company anticipates that subsequent events and developments will cause its views to change. You should read this presentation with the understanding that the Company’s actual future results may be materially different from what we expect as a result of various factors. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures, investments or other strategic transactions the Company may undertake. The Company qualifies all of its forward-looking statements by these cautionary statements. Non-IFRS Financial Measures This presentation also contains references to non-IFRS financial measures, including Adjusted Operating Ratio, Adjusted Net Income, Adjusted Earnings Per Share - Basic, Adjusted Earnings Per Share - Diluted, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Flow Conversion, and Operating Margin. For the purposes of this presentation, although not indicated elsewhere, the following non-IFRS financial measures are all resulting, and should be interpreted as being, from continuing operations: Adjusted Operating Ratio, Adjusted Net Income, Adjusted Earnings Per Share - Basic, Adjusted Earnings Per Share - Diluted, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Flow Conversion and Operating Margin. Management believes the use of non-IFRS measures assists investors and securities analysts in understanding the ongoing operating performance of the Company’s business by allowing more effective comparison between periods. The non-IFRS information provided in this presentation is used by management and may not be comparable to similar measures disclosed by other companies, because of differing methods used by other companies or that we apply to other companies in calculating Adjusted Operating Ratio, Adjusted Net Income, Adjusted Earnings Per Share - Basic, Adjusted Earnings Per Share - Diluted, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Conversion, Operating Margin and Operating Ratio. Our presentation of Free Cash Flow Conversion for our industry is based upon EBITDA less Net Capital Expenditures, over EBITDA and derived from publicly available information. The non-IFRS measures used in this presentation have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of the Company’s results as reported under IFRS. Management compensates for these limitations by relying primarily on IFRS results and using non-IFRS financial measures on a supplemental basis. This information has been prepared by the Company’s management for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations that would have bene realized, nor is it meant to be indicative of any future consolidated financial position or future results of operations. Refer to the Appendix section for definitions of Adjusted Operating Ratio, Adjusted Net Income, Adjusted Earnings Per Share - Basic, Adjusted Earnings Per Share - Diluted, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Conversion, and Operating Margin and reconciliations of those measures to the most directly comparable IFRS measures. Market and Industry Data This presentation includes market and industry data that the Company obtained from industry publications, surveys, public filings and internal company sources. As noted in this presentation, Bloomberg, Bureau of Labor Statistics, Capital IQ, Cass Freight Index, Conference Board, Euromonitor, The World Bank and Transport Topics, were the primary sources for third-party industry data and forecasts. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. The Company has not independently verified any of the data from third-party sources, nor has it ascertained the underlying economic assumptions relied upon therein. The Company does not make any representation as to the accuracy of such information. Statements as to the Company’s market position and ranking are based on market data currently available to the Company, management’s estimates and assumptions the Company has made regarding the size of its markets within its industry. Currency Fluctuations The amounts in this presentation are reported in Canadian dollars unless otherwise noted. The Company’s financial results are reported in Canadian dollars and a significant portion of the Company’s revenue and operating costs are realized in currencies other than the Canadian dollar, primarily the U.S. dollar. Significant fluctuations in relative currency values against the Canadian dollar could have a significant impact on the Company’s future profitability. The exchange rates between these currencies and the Canadian dollar have fluctuated in recent years and will likely continue to do so in the future. It is not possible to mitigate all exposure to fluctuations in foreign currency exchange rates. The results of operations are therefore affected by movements of these currencies against the Canadian dollar. Comparables This presentation outlines certain financial information and statistics of other selected companies, which are considered to be an appropriate basis for comparison with us as they either operate in the same industry or they are generally present in the markets in which we operate. Such information has been obtained or derived from public sources, and we have relied upon and have not attempted to independently verify the completeness, accuracy and fair presentation of such information. In addition, such information involves a variety of known and unknown risks, uncertainties and other factors which are subject to change, as well as other risks, uncertainties and factors relating to, among other things, variations in operations, size, market and accounting principles and practices, which can significantly vary among us and the comparables. Certain information contained in this presentation is public information provided by other companies which may not be comparable across companies and therefore comparisons may not be exact. 2
Introduction to TFI International We are a leading asset-right transportation and logistics company TFI at a Glance Founded in 1957; Headquartered in Montreal, QC Broad portfolio of premier Truckload, Logistics, Less-Than-Truckload and Package & Courier services Largest trucking fleet in Canada and one of the leading carriers in the U.S. Asset-Right business mix drives 77% 2019 FCF conversion(1) Extensive network throughout North America: 380 facilities, 17,598 tractors, 25,505 trailers and 17,150 employees Asset Right Power Capacity – 7,772 Company Units & 9,826 Independent Contractors Committed To Safety & Electronic Logging Device Compliant 2019 Revenue (Excl. Fuel Surcharge) of $4.6Bn 2019 Adjusted EBITDA (2) of $865MM 2019 FCF(3) of $463MM Strong balance sheet and access to capital provides flexibility to pursue organic and inorganic growth initiatives Long history of successful acquisitions, leveraging strong platform to acquire 80 companies since 2008 4,800%+ total cumulative return on investment (4) over the last 20 years Notes: 1. FCF conversion calculated as (2019 Adj. EBITDA – Adj. Net Capex) / 2019 Adj. EBITDA; Adjusted Net Capex includes non-cash acquisitions; please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information 2. Adjusted EBITDA defined as net income from continuing operations before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buil dings, assets held for sale and intangible assets; please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information 3. FCF defined as net cash from continuing operating activities less Net Capex; Net Capex is defined as additions to property and equipment less proceeds from sale of property and equipment and assets held for sale; please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information 4. Represents the total earned on an investment in our Common Shares made on 30-Dec-99 up to 31-Dec-19 per Capital IQ INTRODUCTION 4
How We’ve Gotten Here TFI has a deep rooted history demonstrating a culture that is built to last and has generated Total Cumulative Return on Investment of over 4,800% over the last 20 years (1) LTL TL P&C Logistics Key Alain Bedard Cavalier, TForce Entreprises de Transport North American TL becomes TForce Logistics, Critical, TForce GBT, Brasseur, TTL, BTC East, Acquisitions / Chairman, CEO Transport J.C.G., Canpar Loomis America, Contrans Operations of XPO Premier Normandin BeavEx Events Groupe Papineau Group (CFI) and President Distribution 1996 1998 2002 2011 2014 2016 2017 2018 2019 Note: 1. Represents the total earned on an investment in our Common Shares made on 30-Dec-99 up to 31-Dec-19 per Capital IQ INTRODUCTION 5
Diversification Across Multiple Dimensions TFI has built a robust, well-diversified revenue Less- Package & base, with a strong focus on value-added asset- Truckload Logistics Than- Courier light services/operations Truckload • Truckload: 1/3 of the Canadian Truckload segment is Owner- Operator and Brokerage Canada ✔ ✔ ✔ ✔ • U.S. Truckload ongoing strategy to becoming more United asset-light States ✔ ✔ ✔ • Less-Than-Truckload: 1/3 of segment is asset-light intermodal • Logistics: virtually no capex Mexico (1) ✔ ✔ ✔ • P&C: limited asset ownership; US and Mexico coverage through alliances Highly Diversified Product Platform(2) Revenue By Geography(2) Revenue By Top Customers' Industry(2) P&C Mexico 2% 1% 3% Retail 14% 0.4% 4% Manufactured Goods 4% 25% Building Materials Conventional 5% Automotive 14% Logistics Logistics 26% United Metals & Mining 7% 20% Same-Day Parcel TL States Canada 7% Food & Beverage 45% 55% Forest Products Delivery 13% 48% Specialized Chemicals & Explosives 22% 7% 12% Energy 6% Over-the-road 16% Services 8% Waste Management Intermodal LTL Maritime Containers 9% 9% 18% Others Notes: 1. Truckload and LTL in Mexico provided by CFI Logistics 2. Based on 2019 total revenue INTRODUCTION 6
Strong Record of Profitable Growth Across All Business Segments Management’s recent initiatives are driving record results across the enterprise Operating Margin(1) FY2019 YoY FY18 FY19 Change Segment FY2018 FY2019 Improvement Revenue 10.1% 11.6% ↑ 150 basis points before fuel Truckload • United States 94.6% 91.5% Adjusted surcharge 4,508 4,614 ↑ 2.3% • Canada 87.0% 85.6% Operating ($MM) • Specialized 87.9% 88.3% Ratio (2) Adjusted EBITDA ($MM)(3)(4) 686 865 ↑ 26.0% Logistics 5.7% 7.7% ↑ 200 basis points Operating Income ($MM)(4) 431 512 ↑ 18.8% Package & Courier 17.9% 17.4% ↓ (50) basis points Operating Margin (1) 9.5% 11.1% ↑ 160 bps Net cash from Less-Than-Truckload 9.4% 13.1% ↑ 370 basis points continuing operating activities 544 665 ↑ 22.4% ($MM) 9.5% 11.1% ↑ 160 basis points Adjusted EPS – diluted ($)(5) 3.54 3.94 ↑ 11.3% Notes: 1. Operating margin calculated as operating income from continuing operations as a percentage of revenue ex-fuel surcharge. Please refer to the Non-IFRS Financial Measures on slide 2. 2. This is a non-IFRS measure. Please refer to the Non-IFRS Financial Measures on slide 2 and to tables included in the Appendix of the presentation for a reconciliation of this non-IFRS measure 3. Adjusted EBITDA defined as net income from continuing operations before finance income and costs, income tax expense, depreciation, amortization, impairment of intangible assets, bargain purchase gain, and gain or loss on sale of land and buildings, assets held for sale and intangible assets; please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information 4. 2019 Adjusted EBITDA and operating income from continuing operations figures under IFRS 16; 2018 Adjusted EBITDA and operating income from continuing operations figures prior to the implementation of IFRS 16 5. Adjusted diluted EPS defined as Adjusted net income from continuing operations divided by the weighted average number of diluted common shares; please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information INTRODUCTION 7
Why TFI International? The Company’s asset-right model provides resilience throughout business cycles Proven history of acquiring best-in-class assets driving near-term and long-term value creation – Management will continue its acquisition strategy to complement its current service offering Unmatched free cash flow generation allowing for prudent capital allocation that results in significant growth opportunities Best-in-class capital return program that has driven substantial value for shareholders Supportive macroeconomic tailwinds Well-positioned to take advantage of E-Commerce growth trends Robust balance sheet with significant flexibility and access to capital to drive substantial future growth Management team with extensive industry experience leading to a strong corporate culture that is relentlessly focused on operational excellence The Company’s strong record of growth provides a great foundation for the Company’s future success INTRODUCTION 8
SECTION 2 Overview and Investment Highlights 9
1 Leading Asset-Right Transportation Carrier Leading, Multi-Sided Highly Diversified Transportation Product Logistics Platform(1) & Platform Asset-Right Business Model Top 10 North American Transportation & Logistics Company • The leading asset-right transportation provider in Canada and one of the largest in the U.S., offering its customers a full suite of product Top 5 North American Truckload Carrier offerings Top 5 North American Package & Courier Player • Significant Canadian brokerage and independent contractor platform alongside large intermodal presence drive asset-right model Top 15 North American LTL Carrier • Unique product mix allows TFI to offer capacity assurance and high Highly Diversified Product Platform(2) value-added services P&C 14% • Acquisitions have successfully repositioned the business to include Conventional Logistics Logistics 14% 26% 20% 7% value-additive services, which allow TFI to experience substantial Same-Day Parcel TL Delivery 13% 48% Specialized 22% growth 12% 6% Over-the-road Intermodal LTL 18% Top 10 North American transportation and logistics player with significant exposure to both U.S. and Canada and scaled positions across all segments Notes: 1.Statistics based on Transport Topics 2018 rankings 2. Based on 2019 total revenue OVERVIEW AND INVESTMENT HIGHLIGHTS 10
1 Positive Trajectory Relative to Broader Peer Set TFI vs. Peers YoY Q4 Earnings Results (1) Adjusted EBITDA(2): Q4-19 vs. Q4-18 YoY % Change Consolidated Segment-Level 34% 28% 20% 20% 6% (4%) (19%) (16%) (22%) (25%) Full Peer TL LTL Logistics P&C Set Peers Peers Peers Peers TL LTL Logistics P&C Operating Income: Q4-19 vs. Q4-18 YoY % Change Consolidated Segment-Level 558% (3) 20% 17% 9% (13%) (14%) (38%) (31%) (32%) (61%) Full Peer TL LTL Logistics P&C Set Peers Peers Peers Peers TL LTL Logistics P&C While Peers Experienced Meaningful Declines in Their Businesses YoY, TFI Continues to Outperform Source: Company filings Notes: 1. TL peers include Heartland, Knight-Swift, Schneider and Werner; LTL peers include Old Dominion, SAIA, ArcBest and YRC Worldwide; Logistics peers include CH Robinson, Echo, Landstar and Forward Air; P&C peers include Fedex and UPS; Please see “Comparables” section on page 2 for further information 2. Please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information 3. Q4-18 TFI International Logistics Segment Operating Income adjusted for ~$CAD12.6MM one time impairment of intangible assets OVERVIEW AND INVESTMENT HIGHLIGHTS 11
2 Proven Acquisition Strategy to Enhance TFI Platform Multiple Standards for Businesses Under Consideration Value-accretive in Increase Complement Improve Strong short- and long- geographic reach service offering market penetration management team term Investing Prudently to Maximize Shareholder Value 2008 – 09 2011 – 12 2014 – 15 2016 – 17 2018-19 # of 1.4 19 10 10 17 17 Acquisitions M&A Spend $160MM $455MM $860MM $915MM $355MM 1.2 GBT TTL 1.0 Brasseur BTC East Quik X Transportation Contrans Transport CFI Normandin BeavEx Clarke America TForce Premier 0.8 AC Logistics Distribution Winalta TForce Vitran Cavalier LaCrete Integrated Solutions TForce Critical 0.6 Jan 06 May 07 Oct 08 Mar 10 Jul 11 Dec 12 May 14 Sep 15 Feb 17 Jul 18 Dec 19 Cass Freight Index – Shipments Acquisitions are pursued opportunistically Source: Company Filings, Transport Topics, Cass Freight Index OVERVIEW AND INVESTMENT HIGHLIGHTS 12
2 Proven Acquisition Strategy to Enhance TFI Platform (Cont’d) TFI has transitioned to an Asset-Right Model Via Organic and Inorganic Growth with over 177 acquisitions since 1996 1999(1) 2009 2019 Specialized Services Package & 6% Package & Courier Courier 15% 14% TL 32% TL 34% Logistics Specialized 20% Services 23% TL 48% LTL 62% LTL LTL 18% 28% (2) 2009 Net Capex / 2009 Total Cumulative Return on 2019 Net Capex / 2019 Total Cumulative Return on 1999 Net Capex / 1999 Revenue Revenue(2) Investment (3) Revenue(2) Investment (3) 11.4% 2.1% 600%+ 4.3% 4,800%+ Through its deliberate and thoughtful acquisition and operating strategy, TFI has successfully grown its Asset-Right platform Notes: 1. For the fiscal year ended April 24, 1999 2. 1999 net capex includes purchases and sales of property and revenue includes fuel surcharge; 2009 and 2019 net capex excludes purchases and sales of property and includes non-cash acquisitions and revenue is ex-fuel surcharge 3. Represents the total earned on an investment in our Common Shares, including dividends and stock appreciation, made on 30-Dec-99 up to 31-Dec-09 and 31-Dec-19 per Capital IQ OVERVIEW AND INVESTMENT HIGHLIGHTS 13
3 Track Record of Profitable Growth and Strong Free Cash Flow Through Business Cycles Revenue Before Fuel Surcharge Adjusted EBITDA (1) $CAD, MM $CAD, MM $4,614 $865 (2) 4,800 900 3,600 600 2,400 300 1,200 0 0 1997 2019 1997 2019 Diluted Adjusted EPS (1)(4) Free Cash Flow (1)(5) $CAD $CAD, MM $3.94 4.00 500 $463 (2) 400 300 2.00 200 100 0.00 0 Notes: 1997 2019 1997 2019 1. These are non-IFRS measures. Please refer to the Non-IFRS Financial Measures on slide 2 and to tables included in the Appendix of the presentation for a reconciliation of non-IFRS measures 2. 2019 Adjusted EBITDA adjusted for $121.1MM depreciation on right-of-use assets and interest on lease liabilities from IFRS 16, represented by the dotted box; 2019 FCF adjusted for $99.6MM impact on cash from operating activities from IFRS 16, represented by the dotted box; please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information 3. Diluted EPS and FCF CAGRs from 1998 and 2000, the first year of positive EPS and FCF, respectively 4. Tax adjusted for 2002-2008 when TFI was an income trust 5. 2017 FCF includes 3Q17 sale leaseback proceeds of $135.7MM, related to certain real estate assets, including two facilities in each of Montreal and Toronto, represented by the blue striped bar OVERVIEW AND INVESTMENT HIGHLIGHTS 14
4 Superior Ability to Return Capital... TFI targets paying out 15-30% of the Company’s FCF to shareholders as a dividend TFI Has Returned a Greater Proportion of Bottom Line than that of Peers… Payout Ratio (1)(4) % Average: 12.0 Average: 11.5 Average: 5.4 Average: 19.0 Average: 41.7 75 63.0 50 41.8 24.9 24.0 24.2 25 23.1 20.4 14.6 10.6 8.0 13.5 8.2 11.1 N.M. N.M. N.M. N.M. N.M. 0 (3) …And TFI Has Repurchased More Stock than Peers Common Stock Repurchases as a Percent of 2019 Market Cap (2)(4) % 294 1,898 290 166 70 0 0 0 292 19 1 3 38 200 72 355 858 992 32 Average: 14.5 Average: 1.4 Average: 1.5 Average: 4.8 Average: 1.6 24 26.2 16 9.5 6.5 8 2.9 5.1 4.5 3.8 3.3 2.1 0.8 0.2 3.1 2.0 1.2 2.9 0.0 0.0 0.0 0 Asset-Right Truckload Less-Than-Truckload Logistics Package and Courier Represents $ amount of TTM Source: Company filings and Capital IQ. $ buybacks Notes: 1. Payout ratio defined as TTM total dividends paid / TTM net income as of Q3-2019 for peers and as of 2019YE for TFI; not comparable because of differences between IFRS and U.S. GAAP 2. TTM common stock repurchases as a percentage of each Company’s market cap as of January 1, 2019 3. FedEx TTM Net Income inclusive of ~$3.3Bn add back of other retirement plans expense 4. Please see “Comparables” section on page 2 for further information OVERVIEW AND INVESTMENT HIGHLIGHTS 15
4 …And Industry-Leading Total Cumulative Return on Investment TFI’s share price performance coupled with the Company’s return of capital strategy have generated MEANINGFUL outperformance 20-year Total Cumulative Return on Investment (1), TFI International vs. TSX vs. S&P 500 Indexed Total Return 5,500 4,852% 4,400 3,300 2,200 1,100 TSX: 337% S&P 500: 324% 0 Dec-99 Dec-04 Dec-09 Dec-14 Dec-19 TFI S&P 500 TSX Source: Capital IQ Notes: 1. Represents the total earned on an investment in our Common Shares made on 30-Dec-99 up to 31-Dec-19 per Capital IQ; Past performance is not indicative of future performance OVERVIEW AND INVESTMENT HIGHLIGHTS 16
5 Supportive Industry Landscape for TFI International We Believe Robust Macro Indicators… …Coupled with Freight Markets at an Inflection Point… (2) • Consumer Sentiment Near Highest in • Unemployment Near 18-Year Lows • Cass Freight Shipment Index (Monthly YoY Change) Over a Decade (1) University of Michigan Consumer Sentiment % U.S. Unemployment 13% 110 12 99.1 0% 90 9 70 6 (13%) 3.4 Nov-15 Jun-16 Jan-16 Aug-17 Mar-18 Oct-18 May-19 Dec-19 50 3 '06 '09 '12 '15 '18 • … Indicative of Positive Demand Momentum • …TFI positioned to benefit from Trucking Industry Tailwinds 1 4 Stable driver base and less turnover North American E-Commerce Evolving customer supply chain North American Retail Demand in Canada driven by Company 4% 16% Demand Y-o-Y Growth Expected management Y-o-Y Growth Expected for 2020 culture and competitive pay for 2020 2 Expected growth in freight demand 5 and reduced capacity in the U.S. Continued economic expansion should support higher pricing Robust Consumer Confidence Continued U.S. GDP Growth 1.8% Expected for 2020 126.5 Index for December 2019 Well- 3 6 Above Trailing 5-Year Average Technology advances to favor Growing reliance on E-Commerce larger trucking companies Source: Bloomberg, Bureau of Labor Statistics, The World Bank, Conference Board, Euromonitor Source: Cass Information Systems, Inc. Notes: 1. As of January 2020 2. As of December 2019 OVERVIEW AND INVESTMENT HIGHLIGHTS 17
6 Leading E-Commerce Network Across North America… TFI International serves a vast E-Commerce network 2019 E-Commerce Revenue by Segment ($CAD, MM) $207.8 $46.8 $116.9 $13.9 $160.9 $76.5 $103.0 $0.8 • TFI services E-Commerce from approximately 80 North Logistics TL P&C LTL American cities United States Canada • TFI provides all legs of E-Commerce services (first mile, middle mile and last mile) and same-day & next day • Total Canadian E-Commerce revenue: $138.0 MM coverage • Total U.S. E-Commerce revenue: $264.0 MM • Increasing facility utilization with addition of same-day service OVERVIEW AND INVESTMENT HIGHLIGHTS 18
6 …With Significant Upside Potential E-Commerce is a powerful secular force, driving new shipping demands including greater emphasis on last-mile logistics TFI E-Commerce Revenue TFI Evolution of B2B/B2C Split $CAD, MM 500 100% 26% 31% 32% 13.6% 402 34% 41% 41% 39% 42% 400 CAGR 75% 300 50% 74% 69% 68% 66% 59% 58% 59% 61% 200 165 25% 100 0% 2012 2013 2014 2015 2016 2017 2018 2019 0 B2B B2C 2012 2019 Growth Potential From E-Commerce Sales Potential for Further Retail Penetration $Bn E-Commerce % of Retail Sales 6,000 5,084 China 29.7% 4,774 4,495 5,000 4,244 U.K. 20.7% 843 4,057 3,861 731 632 U.S. 9.7% 1,000 546 473 407 France 8.6% 500 4,241 3,698 3,863 4,043 3,454 3,584 Canada 8.6% 0 2017A 2018A 2019A 2020E 2021E 2022E Germany 8.4% N. American Retail Sales, Excl. E-Commerce N. American E-Commerce Sales Source: Euromonitor OVERVIEW AND INVESTMENT HIGHLIGHTS 19
8 Experienced and Entrepreneurial Management Team • Decentralized, Entrepreneurial Alain Bédard, FCPA, FCA 1 Management Approach Chairman, President & CEO 45+ Years of Experience Corporate Team Executive Team Operating Team Jean- Daniel Steven A. Eric Kristen Wayne Michael Scott David Saperstein Daniel Chevalier Patrick Croteau Kal Atwal Louis Gagnon Rick Hashie Claude • Unique Company Culture Auger Brookshaw Anson Fess Gruszka Hover Leveridge Germain Chief Financial Vice- President, Vice- President, Finance, Vice- President, Finance Executive Vice- Executive Vice- Executive Vice- Executive Vice- President, Transport Vice- President, Contrans President, J.C. Germain President, TST Overland Vice- President and General President, TForce 2 Dedicated to Excellence Officer Information President President President President Express Manager, Logistics Operational & Control America Flatbed group of Technology and TST TForce U.S. Reporting Group companies Expedited Integrated Solutions 21 Years 14 Years 19 Years 14 Years 12 Years 30 Years 32 Years 30 Years 14 Years 32 Years 35 Years 31 Years 25 Years 36 Years of of of of of of of Of of of of of of of Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Johanne Sylvain Josiane-M. Chantal Martin Ken Lori James Justin Daniel Scott Christopher Brian Kohut Bob McGonigal Greg Orr Dean Desaulniers Langlois Martel Quesnel Tourangeau McCreight McKay Paul Roberts Talbot Traikos Vice- President Vice- Vice- and Vice-President, Vice- President, President, Vice- Senior Vice- President, Vice- President, General Marketing & President, Legal Executive Vice- Executive Vice- Executive Vice- Executive Vice- Quik X President, President President, • Focus on End Consumer Insurance President, Loomis Manager, Communica - Human Affairs & President President President President Transpor- Contrans Bulk Vitran and Finance Express TF Energy tions Resources Corporate tation Tank Group Operations 3 Compliance Solutions Secretary group of companies Satisfaction 33 Years 20 Years 20 Years 27 Years 32 Years 34 Years 23 Years 24 Years 28 Years 27 Years 23 Years 18 Years 24 Years 35 Years 21 Years of of of of Of of of of of of of of of of of Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experience Experienced Team - Each with 10+ Years of Relevant Experience OVERVIEW AND INVESTMENT HIGHLIGHTS 20
SECTION 3 Financial Performance 21
Continued Success Driving Record Results Significant free cash flow generation, low capital intensity and recent strong performance provide TFI with a compelling financial profile and above-market growth opportunities +17%, Revenue, Adj. EBITDA (1) +19%, 77% 2019 FCF Adj. Diluted EPS(1) +17% Conversion (3) (20-Year CAGRs)(2) 15% Q4’19 Operating + 180 Bps FCF (1) Margin (20-Year CAGR)(2) Improvement YoY Notes: 1. These are non-IFRS measures. Please refer to the tables included in the Appendix of the presentation for a reconciliation of non-IFRS measures. Please refer to Non-IFRS Financial Measures on slide 2 for further information 2. CAGRs calculated from 1999 through 2019. Please refer to Non-IFRS Financial Measures on slide 2 for further information 3. FCF conversion calculated as (2019 Adj. EBITDA – Net Capex) / 2019 Adj. EBITDA; Net Capex includes non-cash acquisitions; Please refer to Non-IFRS Financial Measures on slide 2 for further information FINANCIAL PERFORMANCE 22
Strong Profitable Trajectory Truckload Q4 2019 Highlights $CAD, MM $CAD, MM Q4 Highlights 7% • Best in class Canadian conventional TL adjusted operating ratio (1) of 85.9% 2,065 2,200 and 89.3% in Specialized 2,160 255 300 208 • Operating income from continuing operations reaches $61.3MM , up from 1,620 200 $52.3MM in Q4 2018 largely driven by higher quality of freight, lower costs, and a more efficient truckload network 1,080 • Continued asset-light strategy as brokerage revenue up 8% to 100 540 $CAD75.2MM compared to the same quarter last year 0 0 Objectives 2018 2019 2018 2019 • Focused on improving cost structure and reducing capital intensity Revenue ex-FSC Operating Income Less-Than-Truckload Q4 2019 Highlights $CAD, MM (8%) $CAD, MM Q4 Highlights 902 109 • Adjusted operating ratio(1) improvement of 180 basis points from 90.0% in 960 832 Q42018 to 88.2% in Q42019 85 96 720 • Tight asset management, cost optimization, improved route density and a better yield and quality of revenue leads to strong quarter 480 64 • Best-in-class low capex platform, due to asset-light intermodal operations 240 32 Objectives • Remain disciplined in adapting supply to demand 0 0 2018 2019 2018 2019 • Continue to emphasize major cities, cross-border and high-density regions Revenue ex-FSC Operating Income • Leverage asset-light intermodal capabilities Actively focusing on driving profitability and streamlining the business Note: 1. Please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information FINANCIAL PERFORMANCE 23
Strong Profitable Trajectory (cont’d) Logistics Q4 2019 Highlights $CAD, MM $CAD, MM Q4 Highlights 1,200 76 80 • Operating income, adjusted to exclude the $12.6MM impairment charge in 954 989 67 (1) 2018, up 22% YoY 900 60 • 72% of revenue generated in the U.S. and Mexico and 28% in Canada 600 40 Objectives • Well positioned to capture secular E-Commerce shift and demand for same 300 20 day service 0 0 • 2020 growth expected to come from strength of Canadian team that now runs 2018 2019 2018 2019 US business Revenue ex-FSC Operating Income Package & Courier Q4 2019 Highlights $CAD, MM (1%) $CAD, MM Q4 Highlights 750 633 628 150 • Decrease in revenue attributed to a 3.6% decrease in tonnage and a 2.4% 113 109 decrease in revenue per pound excluding fuel related to the loss of “excess” 500 100 business generated by the Canada Post strike in 2018 Objectives 250 50 • Focus on utilizing this technology to progressively replace unprofitable customers with more-profitable business in dense urban centers 0 0 • New investments in productivity-enhancing sortation equipment 2018 2019 2018 2019 Revenue ex-FSC Operating Income Actively focusing on driving profitability and streamlining the business Notes: 1. 2018 operating income adjusted for $CAD12.6MM impairment of intangible assets 2. Please refer to Non-IFRS Financial Measures on slide 2 and Appendix for further information FINANCIAL PERFORMANCE 24
SECTION 4 Growth Strategies 25
Key Objectives to Achieve Operational Excellence Organic Growth Bolt-on Acquisitions Increase Margins Focused on optimizing current TFI TFI continues to evaluate platform across opportunities to complement its North America portfolio Implement operating initiatives aimed at reducing cost and improving quality of revenue • …economies of scale and specialization Value accretive in short- and long- term Unlock Shareholder Value • …more efficiently allocating resources Increase geographic reach • …capitalizing on market Complement service offering opportunities Improve market penetration Fundamental focus on the • …utilize data capabilities to drive bottom line detailed analytics Strong management team GROWTH STRATEGIES 26
Track Record of M&A Execution and Integration Acquired 80 companies across highly fragmented markets since 2008 Number of Acquisitions per Year Winalta 16 LaCrete 14 14 CFI GBT 12 National Fast Cavalier Freight Brasseur TTL Contrans TForce Critical 10 Normandin BTC East 10 Clarke TForce 9 BeavEx Vitran Premier TForce Logistics Transport Distribution 8 8 Loomis Express America 7 TForce Integrated Solutions 6 Total Transfer 6 6 Quik X E.L. Farmer 5 Transportation AC Logistics Lafleche 4 4 4 4 3 2 0 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 GROWTH STRATEGIES 27
Why TFI International? The Company’s asset-right model provides resilience throughout business cycles Proven history of acquiring best-in-class assets driving near-term and long-term value creation – Management will continue its acquisition strategy to complement its current service offering Unmatched free cash flow generation allowing for prudent capital allocation that results in significant growth opportunities Best-in-class capital return program that has driven substantial value for shareholders Supportive macroeconomic tailwinds Well-positioned to take advantage of E-Commerce growth trends Robust balance sheet with significant flexibility and access to capital to drive substantial future growth Management team with extensive industry experience leading to a strong corporate culture that is relentlessly focused on operational excellence The Company’s strong record of growth provides a great foundation for the Company’s future success GROWTH STRATEGIES 28
Appendix 29
Proven Acquisition Strategy to Enhance TFI Platform (1) Year Company Target Segment Entreprises de Transport J.C.G. Inc. 1998 TL Groupe Papineau Inc. 2000 TST Solutions LTL & Specialized TL Canpar Transport Package & Courier 2002 Besner TL Canadian Freightways LTL and TL 2004 Highland Transport TL 2005 Services Matrec Waste Management Kos Corp Oilfield Transportation 2006 Hemphill Trucking Inc. Rig-Moving activites Streeper Contracting Location Beaudry Fleet management 2007 Information Communication Services (ICS) Inc. Package & Courier 2008 Unique Personnel Services Inc. Personnel Services 2009 ATS Retail Solutions Package & Courier Dynamex Last Mile 2011 Loomis Express Package & Courier Concord Transportation LTL 2012 QuikX Transportation LTL (over-the-road) Clarke Transport LTL Intermodal (over-the-rail) Vitran Corporation LTL 2014 Transport Corporation of America U.S. TL Contrans Specialized TL 2015 AC Final Mile Logistics 2016 CFI (formerly Con-Way Truckload) U.S. TL Cavalier LTL 2017 TForce Critical Last Mile Premier Product Management Logistics Normandin Transit Cross-border LTL and TL 2018 Transport Brasseur Specialized TL Timeline Specialized TL TTL Specialized TL 2019 Schilli Specialized TL BeavEx Logistics Source: Company filings Note: 1. The selected acquisitions do not represent all of TFI’s acquisitions in the timeframe shown APPENDIX 30
Reconciliation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS – Diluted Reconciliation of Adjusted EBITDA (1) ($CAD, MM) 2019 2018 Net Income from Continuing Operations $324.5 $292.0 Net Finance Costs $85.6 $48.3 Income Tax Expense $101.5 $90.2 Depreciation of Property and Equipment $223.8 $198.5 Depreciation of Right-of-Use Assets $102.6 - Amortization of Intangible Assets $65.9 $62.1 Impairment of Intangible Assets - $12.6 Bargain Purchase Gain ($10.8) - Gain on Sale of Land and Buildings ($0.0) $(0.5) Gain on Sale of Assets Held for Sale ($28.6) $(15.6) Gain on Sale of Intangible Assets - ($1.2) Adjusted EBITDA $864.5 $686.3 Reconciliation of Adjusted Net Income(1) and Adjusted EPS – Diluted(1) ($CAD, MM, except per share data) 2019 2018 Net Income $310.3 $292.0 Amortization of Intangible Assets Related to Business Acquisitions, Net of Tax $47.1 $44.0 Net Change in Fair Value and Accretion Expense of Contingent Considerations, Net of Tax $0.2 $(8.9) Net Change In Fair Value of Derivatives, Net of Tax - $(0.3) Net Foreign Exchange Loss, Net of Tax $0.2 $0.5 Gain on Sale of Land and Buildings and Assets Held for Sale, Net of Tax $(24.8) $(13.9) Impairment of Intangible Assets, Net of Tax - $9.1 Bargain Purchase Gain ($10.8) - Gain on Sale of Intangible Assets, Net of Tax - ($0.9) Net Loss from Discontinued Operations $14.2 - Adjusted Net Income from Continuing Operations $336.4 $321.6 Adjusted EPS from Continuing Operations – Basic $4.03 $3.66 Adjusted EPS from Continuing Operations – Diluted $3.94 $3.54 Note: 1. This is a non-IFRS measure APPENDIX 31
Reconciliation of Free Cash Flow and Adjusted EBITDA Reconciliation of Free Cash Flow (1) ($CAD, MM) 2019 2018 Net Cash from Continuing Operating Activities $665.3 $543.5 Additions to Property and Equipment ($349.4) ($314.1) Proceeds from Sale of Property and Equipment $95.2 $81.1 Proceeds from Sale of Assets Held for Sale $51.9 $29.2 Net Capex ($202.3) ($203.8) Free Cash Flow $463.0 $339.7 Reconciliation of Adjusted EBITDA (1) Three Months Ended December 31 Twelve Months Ended December 31 ($CAD, MM) 2019 2018 2019 2018 Net Income From Continuing Operations $76.5 $76.7 $324.5 $292.0 Net Finance Costs (Income) $22.3 ($0.0) $85.6 $48.3 Income Tax Expense $25.4 $26.6 $101.5 $90.2 Depreciation of Property and Equipment $59.0 $52.4 $223.8 $198.5 Depreciation of Right-of-Use Assets $25.8 - $102.6 - Amortization of Intangible Assets $16.8 $15,5 $65.9 $62.1 Impairment of Intangible Assets - $12.6 - $12.6 Bargain Purchase Gain - - ($10.8) - Gain on Sale of Land and Buildings, Assets Held for Sale and Intangible Assets $(8.4) ($3.0) ($28.6) ($17.4) Adjusted EBITDA $217.5 $180.7 $864.5 $686.3 Note: 1. This is a non-IFRS measure APPENDIX 32
Reconciliation of Adjusted Operating Ratio Reconciliation of Adjusted Operating Ratio (1) Three Months Ended December 31 Twelve Months Ended December 31 ($CAD, MM) 2019 2018 2019 2018 Operating Expenses $1,181.2 $1,218.2 $4,667.2 $4,692.7 Impairment of Intangible Assets - ($12.6) - ($12.6) Bargain Purchase Gain - - $10.8 - Gain on Sale of Land and Building $0.0 $0.3 $0.0 $0.5 Gain on Sale of Assets Held for Sale $8.4 $1.5 $28.6 $15.6 Gain on Sale of Intangible Assets - $1.2 - $1.2 Adjusted Operating Expenses $1,189.6 $1,208.6 $4,706.7 $4,697.5 Fuel Surcharge Revenue ($139.0) ($159.2) ($565.2) ($615.0) Adjusted Operating Expenses, Net of Fuel Surcharge Revenue $1,050.6 $1,049.5 $4,141.4 $4,082.5 Revenue before Fuel Surcharge $1,166.5 $1,162.3 $4,613.6 $4,508.2 Adjusted Operating Ratio 90.1% 90.3% 89.8% 90.6% Please refer to pages 23 to 24 of the Company's management discussion and analysis for the year ended December 31, 2019 for reconciliations to the most directly comparable IFRS measures of the Adjusted Operating Ratio of each reporting segment. Note: 1. This is a non-IFRS measure APPENDIX 33
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