Business Combinations | 5. Business combinations a) Business combinations In line with the Group’s growth strategy, the Group acquired eleven businesses during 2024, of which Daseke Inc. ("Daseke") was considered material. All other acquisitions were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services. On April 1, 2024, the Group completed the acquisition of Daseke, Inc. Daseke is reported in the Truckload segment. The purchase price for the business acquisition totaled $ 817.0 million, which was funded by a $ 500.0 million term loan obtained and the remaining balance was drawn from cash on hand, and the Group absorbed $ 314.7 million of equipment financing debt in the acquisition. During the year ended December 31, 2024, the business contributed revenue and net loss of $ 1,052.0 million and $ 20.7 million, including severances and other restructuring costs from the business acquisition of $ 19.7 million recorded in the corporate segment, respectively since the acquisition. Had the Group acquired Daseke on January 1, 2024, as per management’s best estimates, the revenue and net loss for this entity would have been $ 1,408.8 million and $ 19.2 million, including severances and other restructuring costs from the business acquisition of $ 19.7 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity. During the year ended December 31, 2024, the non-material businesses, in aggregate, contributed revenue and net loss of $ 148.4 million and $ 1.1 million respectively since the acquisitions. Had the Group acquired these non-material businesses on January 1, 2024, as per management’s best estimates, the revenue and net income for these entities would have been $ 236.9 million and $ 7.4 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2024 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate of the entities. During the year ended December 31, 2024, transaction costs of $ 0.5 million have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions. Of the goodwill and intangible assets acquired through business combinations in 2024, $ 1.0 million was deductible for tax purposes. As of the reporting date, the Group had not completed the determination of the fair value of assets acquired and liabilities assumed of the 2024 acquisitions. Information to confirm the fair value of certain assets and liabilities is still to be obtained for these acquisitions. As the Group obtains more information, the allocation will be completed. The table below presents the determination of the fair value of assets acquired and liabilities assumed based on the best information available to the Group to date : Identifiable assets acquired and liabilities assumed Note Daseke Others December 31, 2024 Cash and cash equivalents 46,242 33,222 79,464 Trade and other receivables 173,389 32,563 205,952 Inventoried supplies and prepaid expenses 20,997 4,844 25,841 Property and equipment 8 523,892 66,191 590,083 Right-of-use assets 9 107,676 9,161 116,837 Intangible assets 10 202,290 52,104 254,394 Other assets 3,093 - 3,093 Trade and other payables ( 102,133 ) ( 24,872 ) ( 127,005 ) Income tax receivable (payable) 8,669 ( 824 ) 7,845 Employee benefits ( 194 ) - ( 194 ) Provisions 16 ( 57,923 ) - ( 57,923 ) Other non-current liabilities ( 213 ) - ( 213 ) Long-term debt 13 ( 314,670 ) - ( 314,670 ) Lease liabilities 14 ( 107,676 ) ( 9,161 ) ( 116,837 ) Deferred tax liabilities 17 ( 125,796 ) ( 14,611 ) ( 140,407 ) Total identifiable net assets 377,643 148,617 526,260 Total consideration transferred 816,958 224,022 1,040,980 Goodwill 10 439,315 75,405 514,720 Cash 816,958 220,469 1,037,427 Contingent consideration - 3,553 3,553 Total consideration transferred 816,958 224,022 1,040,980 The valuation techniques used for measuring the fair value of land and buildings ($ 54.0 million), customer relationships ($ 109.1 million) and trademarks ($ 92.8 million) acquired regarding Daseke were as follows: Assets acquired Valuation technique Key inputs Land and buildings Market comparison technique and cost technique : The valuation model considers market prices for comparable sites, when available, and considers depreciated replacement cost, which reflects adjustments for physical deterioration, when appropriate. - Market prices for comparable sites Average rebuild cost Customer relationships Excess earnings method: The valuation model considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. - Forecasted revenue attributable to existing customers and relationships Annual attrition rate Forecasted operating margin Discount rate Trademarks Relief from royalty method: The valuation model considers the discounted estimated royalty payments that are expected to be avoided as a result of the trademarks being owned. - Forecasted revenue associated with the trademarks Royalty rate Discount rate The fair values measured on the amounts regarding Daseke are on a provisional basis, mainly regarding tangible assets and current and deferred tax liabilities. This is mainly due to pending completion and review of independent valuations. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised. The trade receivables comprise gross amounts due of $ 208.8 million, of which $ 2.8 million was expected to be uncollectible at the acquisition date. In line with the Group’s growth strategy, the Group acquired twelve businesses during 2023, of which JHT Holdings, Inc. was considered material. All other acquisitions were not considered to be material. These transactions were concluded in order to add density in the Group’s current network and further expand value-added services. On August 16, 2023, the Group completed the acquisition of JHT Holdings, Inc. ("JHT"), a leading asset light logistics and transportation provider in North America for Class 6-8 truck manufacturers, which included a joint-venture that is equity-accounted and included in other assets. The purchase price for this business acquisition totaled $ 309.3 million, which was funded by a mixture of cash on hand and the remaining balance was drawn from the currently existing unsecured revolving credit facility. During the year ended December 31, 2023, the business contributed revenue and net income of $ 225.3 million and $ 18.0 million, respectively since the acquisition. Had the Group acquired JHT on January 1, 2023, as per management’s best estimates, the revenue and net income for this entity would have been $ 589.5 million and $ 50.5 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisition occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expense based on the effective tax rate of the entity. During the year ended December 31, 2023, the non-material businesses, in aggregate, contributed revenue and net loss of $ 178.3 million and $ 6.3 million respectively since the acquisitions. Had the Group acquired these non-material businesses on January 1, 2023, as per management’s best estimates, the revenue and net income for these entities would have been $ 333.2 million and $ 9.1 million, respectively. In determining these estimated amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same had the acquisitions occurred on January 1, 2023 and adjusted for interest, based on the purchase price and average borrowing rate of the Group, and income tax expenses based on the effective tax rate of the entities. During the year ended December 31, 2023, transaction costs of $ 0.9 million have been expensed in other operating expenses in the consolidated statements of income in relation to the above-mentioned business acquisitions. The trade receivables comprise gross amounts due of $ 80.0 million, of which $ 2.1 million was expected to be uncollectible at the acquisition date. Of the goodwill and intangible assets acquired through business combinations in 2023, $ 18.9 million was deductible for tax purposes. The table below presents the determination of the fair value of assets acquired and liabilities assumed of the 2023 acquisitions as at December 31, 2023: Identifiable assets acquired and liabilities assumed Note JHT Others December 31, 2023 Cash and cash equivalents 5,709 11,873 17,582 Trade and other receivables 38,250 39,650 77,900 Inventoried supplies and prepaid expenses 10,976 5,897 16,873 Property and equipment 8 65,489 174,850 240,339 Right-of-use assets 9 5,385 25,609 30,994 Intangible assets 10 198,659 80,807 279,466 Other assets 23,887 115 24,002 Trade and other payables ( 35,221 ) ( 28,884 ) ( 64,105 ) Income tax (payable) receivable ( 1,682 ) 729 ( 953 ) Provisions 16 ( 19,919 ) - ( 19,919 ) Other non-current liabilities ( 444 ) ( 44 ) ( 488 ) Long-term debt 14 ( 4,808 ) - ( 4,808 ) Lease liabilities 14 ( 5,385 ) ( 25,609 ) ( 30,994 ) Deferred tax liabilities 17 ( 55,367 ) ( 32,375 ) ( 87,742 ) Total identifiable net assets 225,529 252,618 478,147 Total consideration transferred 309,304 350,451 659,755 Goodwill 83,775 97,833 181,608 Cash 309,304 336,979 646,283 Contingent consideration - 13,472 13,472 Total consideration transferred 309,304 350,451 659,755 b) Goodwill The goodwill is attributable mainly to the premium of an established business operation with a good reputation in the transportation industry, and the synergies expected to be achieved from integrating the acquired entity into the Group’s existing business. The goodwill arising in the business combinations has been allocated to operating segments as indicated in the table below, which represents the lowest level at which goodwill is monitored internally. Operating segment Reportable segment December 31, 2024 December 31, 2023 Canadian Less-Than-Truckload Less-Than-Truckload 115 9,142 U.S. Less-Than-Truckload Less-Than-Truckload 31,058 3,376 Canadian Truckload Truckload 12,980 16,017 Specialized Truckload Truckload 468,618 43,080 Logistics Logistics 1,949 109,993 514,720 181,608 c) Adjustment to the provisional amounts for Daseke business combination The interim financial statements of 2024 included details of the Group’s business combinations and set out provisional fair values relating to the consideration and net assets of Daseke. This acquisition was accounted for under the provisions of IFRS 3. As required by IFRS 3, the provisional fair values have been reassessed in the fourth quarter in light of information obtained during the measurement period following the acquisition. These amounts remain provisional as at December 31, 2024 for the reasons mentioned previously. Consequently, the fair value of certain assets acquired, and liabilities assumed of Daseke have been adjusted retrospective to the date of acquisition as follows: Provisional fair value included in the interim Measurement Reassessed financial statements period adjustments fair value Cash and cash equivalents 46,242 - 46,242 Trade and other receivables 173,389 - 173,389 Inventoried supplies and prepaid expenses 32,611 ( 11,614 ) 20,997 Property and equipment 577,825 ( 53,933 ) 523,892 Right-of-use assets 113,385 ( 5,709 ) 107,676 Intangible assets 60,233 142,057 202,290 Other assets 3,093 - 3,093 Trade and other payables ( 100,716 ) ( 1,417 ) ( 102,133 ) Income tax (payable) receivable ( 58 ) 8,727 8,669 Employee benefits ( 194 ) - ( 194 ) Provisions ( 54,681 ) ( 3,242 ) ( 57,923 ) Other non-current liabilities ( 213 ) - ( 213 ) Long-term debt ( 314,671 ) 1 ( 314,670 ) Lease liabilities ( 113,385 ) 5,709 ( 107,676 ) Deferred tax liabilities ( 96,434 ) ( 29,362 ) ( 125,796 ) Total identifiable net assets 326,426 51,217 377,643 Total consideration transferred 816,958 - 816,958 Goodwill 490,532 ( 51,217 ) 439,315 Cash 816,958 - 816,958 Total consideration transferred 816,958 - 816,958 d) Contingent consideration The contingent consideration for the year ended December 31, 2024 relates to non-material business acquisitions and is recorded in the original determination of the fair value of assets acquired and liabilities assumed. These considerations are contingent on achieving specified earning levels in future periods. The maximum amount payable is $ 4.5 million in less than one year, and $ 2.9 million in more than one year. The contingent consideration for the year ended December 31, 2023 related to non-material business acquisitions and was recorded in the original determination of the fair value of assets acquired and liabilities assumed. These considerations were contingent on achieving specified earning levels in future periods. The maximum amount payable was $ 13.5 million in less than one year, and $ 0.8 million in more than one year. The contingent consideration balance at December 31, 2024 is $ 7.8 million (December 31, 2023 - $ 13.2 million) and is presented in other financial liabilities on the consolidated statements of financial position. e) Adjustment to the provisional amounts of prior year’s business combinations The 2023 annual consolidated financial statements included details of the Group’s business combinations and set out provisional fair values relating to the consideration paid and net assets acquired of various acquisitions. These acquisitions were accounted for under the provisions of IFRS 3. As required by IFRS 3, the provisional fair values have been reassessed in light of information obtained during the measurement period following the acquisition. Consequently, the fair value of certain assets acquired, and liabilities assumed of the acquisitions in fiscal 2023 have been adjusted and finalized in 2024. No material adjustments were required to the provisional fair values for these prior year's business combinations. |