Mullen Group Ltd.

Thank you for standing by. This is the conference operator. Welcome to the Mullen Group Limited First Quarter Earnings Conference Call and Webcast. As a reminder, all participants are in listen-only mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. To join the question queue, you may press star then 1 on your telephone keypad. Should you need assistance during the conference call, you may signal an operator by pressing star then 0. I would now like to turn the conference over to Murray K. Mullen, Chair, Senior Executive Officer and President. Please go ahead.

Good morning all and welcome to Mullen Group's Quarter Conference Call. The format for today's call is similar to previous investor calls and we will cover three main subject matters before I'll be turning the call over to you for a Q&A session. So I will provide a review of the macro environment, a recap of Q1 if you will. Carson Erlacko will provide an overview of the first quarter financial highlights. And for those interested in the details, the Q1 intern report has been posted on our website at -group.com as well as on CDAR+. Now this 47-page document contains all of the information you need as it relates to our Q1 financial results and balance sheet. Then I will close with our very best guess of what we expect in Q2 and beyond. Now before I commence today's review, I'll remind everyone that our presentation contains forward-looking statements that are based upon current expectations and are subject to a number of risks and uncertainties. And as such, actual results may differ materially. Further information identifying the risks, the uncertainties and assumptions can be found in the disclosure documents. So with me this morning, I'm joining Okotoks with the entire senior executive team, Richard Maloney, senior operating officer. Carson Erlacko is our senior financial officer and Joanna Scott is our senior corporate officer. In terms of Q1 financial operating performance, let's have an overview of the macro environment. That's where I'll start. And it was really only two short months ago that I provided an overview of our expectations for 25. I said at the time that we were maintaining our 25 outlook and business plan as articulated in December 2024, but at the same time I acknowledged that the risks of the economy were heightened under President Trump's Make America Great agenda. Now our thesis was that parts of the Canadian economy would be directly impacted by the imposition of tariffs on Canadian goods, but that our business would not necessarily feel the same negative impact because truthfully we've been de-emphasizing cross-border shipments for a number of years. Now what I also said in February was that I was concerned about how Canadian politicians would react and the reciprocal tariffs would cause more harm to our business and to Canadians in general. I hoped that calmer heads would prevail and a negotiated deal would mitigate a lot of the potential damage. Well, I'm still waiting, as is everyone else. And until these tariffs and trade issues get resolved, it is logical to assume that future business activity and freight demand will suffer. By how much or little, I have no idea. We will simply adapt as required. So for 2025, we expected the economy to be generally in line with 2024. Any growth that we had planned would be attributed to acquisition and truthfully, not much has changed over two months. The economy is flat at best and we are actively pursuing acquisitions. For example, like the recent announcement regarding the coal group of companies, which is an absolute gem of a company. And I want to thank Mr. Don Lucky, who unfortunately is not with us any longer, for trusting the Mullen Group to be the custodians of great brand that he built. And it will be a great company and organization. So in the first quarter of 2025, we did not really see any material drop in freight demand in any of our four segments. And that's just, despite all of the chatter, any decline we experienced was because we demarketed certain customers that had unreasonable rate requests. So if our trucking comes to mind here, it was impacted when we gave up a $10 million plus revenue when a restaurant project that was servicing the mines in Northwest Territories. And that was all due to pricing and risk. We just said it is not worth it to take the risk based upon what the customer is asking. So at the end of the day, we just simply do not compromise when customers are unreasonable or they put our people at risk. So overall, for other 38 business units held revenues very close to the first quarter of 2024, which in itself is an accomplishment, given that the competitive nature of the business these days, the lack of material growth and consumer spending, and along with this virtual capital investment freeze up in Canada. So our quarterly revenues were up nicely year over year, all because of those previous announced acquisitions, which you recall is the only viable means of growing a business today in our view. So in balance, a decent quarter from an operating perspective. Now looking at the business by a segment basis, our best performing segment once again is LTL, with revenues of 9 million year over year. And that's despite that $10 million decline in Grimshaw. So the other business units held flat and we did a nice couple of tuck in style acquisitions that we did last year that supported the business. This is really is the steadiest part of our business. And primarily because our 12 business units provide an essential service to well over 5,000 communities, which are over

500.

And people still, people still didn't need what we deliver regardless of the speed of the economy, tariffs or trade issues. So at Muller Group, I can honestly say we love LTL. Now in terms of logistics and warehouse, Container World added all of the incremental revenue growth, which was nearly 26 million in the quarter. And while we think we've turned the corner in terms of profitability, we fully appreciate that we still have work to do. The previous owner has just exited the business at the end of the year. So it'll take a little bit of time to get the margins where we've stacked. But I tell you, once we get there, get the team focused on measurement and process improvement, I honestly believe that the returns will be there. Overall freight demand was similar to 24. But it was here that I have to be a little pragmatic because I'm not sure if that was due to shippers pre-ordering to front end any tariff issues. We're not exactly sure on that. I've got to be honest with you. I think the second quarter will tell the rest of the story in our view on this issue. In specialized industrial services, we saw a modest increase in revenues in the segment. And those are all due to Cascade Energy Services team. They had an excellent quarter. The team is winning market share by investing in new technology like robotics to support plant turnarounds and cleanings. This technology is safe, it is efficient, and the customers benefit from a really quick response time. So once again, I'll highlight the power of diversification. Cascade, for example, wins market share. Why? Because we invested in new technology. But when we don't see the returns there, we close the business like we did with the OK drilling group. We shut it down. This year, we didn't have the revenues issue. We just don't see how we were getting paid appropriately for capital. We didn't want to invest anymore. So we shut that business down and we sold those assets. We keep looking at how we can win market share and make acceptable return for our shareholders. In the US 3PL segment, so this one is up to this point in time has been holistic. We held revenues flat, but corporate costs of technology continue to hurt margins. And we either have to grow this business by adding new revenue flows or downsizing it to ensure an corporate margin is generated. We love this team, but the 3PL business is ultra-competitive these days. And then the second thing I will say is that starting in Q2, we're going to see some real growth in this segment, Carson, because we're going to be adding our coal group into this segment. So you're going to start to see some real growth in the US 3PL. And in fact, one of the real synergies we see from the coal group is across selling of services with Elistic. So we now have more options available to both teams to respond to respective businesses throughout North America. You've got to have a bit of a secret sauce to get business today because it is ultra-competitive. In summary, we were able to accomplish revenue growth primarily due to acquisitions, but it also needs to be noted that our existing business units did a pretty darn good job of managing a lot of moving parts in Q1. So from a profitability perspective, we have some work to do with our new business units. As I said, however, I'm pretty confident we can get them in a better spot before the end of the year. And that is our goal. Corporate costs, I've got to talk about that a bit. We were higher, but this was mostly by design. We added depth to our corporate team and in our technology department because we were anticipating that we were going to be growing big acquisition. For example, like the coal group, we kind of anticipated what we knew was going to happen. So I'll now turn the call over to Carson for more of the first quarter financial performance. Carson,

take it away. Perfect. Thank you, Murray, and welcome everyone. I'll provide some additional highlights from the first quarter, the details of which are fully explained in our first quarter interim report. Overall, our first quarter results continue to highlight the diversity of our organization. Through our acquisition strategy, we have ensured that we are not reliant on any one sector of the economy, which we believe is a competitive advantage, especially in uncertain times. Our 39 business units operate in many different verticals of the economy, allowing us to consistently generate steady revenues and free cash in yet another competitive operating environment. Revenues were nearly a first quarter record and only $700,000 shy of our first quarter of 2023. Revenues increased in all four of our segments and were approximately $500 million, an increase of $34.5 million compared to the prior year. In terms of cash, which is what we focus on, we generated net cash flow from operating activities of $39.9 million in the first quarter, a .4% increase from the prior year. This cash generation continues to be in excess of our requirements, including our interest payments, cash taxes, capbacks, and our lease commitments. I will go through the results of my segment shortly, but the overall theme is this. Top line revenues increased due to $37.7 million of incremental revenue from acquisitions, while revenues from our legacy business units were essentially flat compared to the prior year. Within our legacy business units, we demarketed the Winter Ice Road Project that Murray referred to earlier, which is a first quarter project. However, we offset this decline in revenue with market share gains at certain other legacy business units. Operating margins as a percentage of net revenue decreased to .9% from .7% as we continue to work with our newly acquired businesses on margin improvement. But as we know, this takes time and is not achieved in one single quarter. In the first quarter, revenue for working day increased compared to the prior year to $8 million. We generated OIBDA of $68 million, an increase of $1.8 million compared to the prior year period, with acquisitions adding $4 million of incremental OIBDA. Operating margin decreased due to our acquisitions generating lower margins, along with a reduction in certain higher margin business. Direct operating expenses as a percentage of consolidated revenues were generally flat year over year, as our business units did a great job adapting to the current market conditions and controlling costs. S&A expenses as a percentage of consolidated revenues increased by half a point due to a combination of higher corporate costs, which resulted from a negative variance in foreign exchange, professional fees associated with new acquisitions, and from adding staff to facilitate our future growth initiatives. Our newly acquired business units also experienced higher S&A costs as a percentage of revenue. Now let's take a look at how we perform by segment. First, our largest segment, revenues in the LTL segment were $191.5 million, an increase of $9 million from last year due to $11.6 million of incremental revenue from acquisitions, being somewhat offset by a $10.2 million decline at Grimshaw Trucking that resulted from demarketing the Winter Ice Road project. Revenue growth from our legacy business units almost offset the decline experienced at Grimshaw Trucking through market share gains, as some competitors exited certain lanes. OIBDA was $29.3 million, down slightly by $1.5 million from last year, and this decline was due to a $3.2 decrease at Grimshaw Trucking, again from demarketing the Winter Ice Road project, being somewhat offset by $1.3 million of incremental OIBDA from acquisitions. Operating margin decreased by .6% to 15.3%, primarily due to demarketing the Winter Ice Road project. Our second largest segment is our L&W segment. Revenues in the L&W segment were $151.8 up $25.5 million from last year. This increase resulted from adding $26.1 million of incremental revenue from acquisitions. OIBDA was $25.4 million, again up $2.9 million from the prior year, with acquisitions adding to $2.7 million of incremental OIBDA. Operating margins decreased by .1% to 16.7%, primarily due to lower margins experienced at Container World. We continue to work with our very talented leadership team at Container World by implementing new technology and process improvements. However, these changes take time to be reflected in operating margin improvements. Moving to our SNI segment, revenues were up slightly to $112.2 million, driven by the strong performance of Cascade Energy Services LP, as they continue to gain market share for their advanced specialized robotic technology systems. Through meticulous planning, skill and seamless execution, they showcased their abilities and their robotic tool family-associated facility and maintenance turnaround work. This increase was offset by a $2.4 million decline in revenue for pipeline hauling and stringing services and a $2.8 million decline in revenue from our drilling-related service business units due to lower drilling activity in the Northeast British Columbia region tied to natural gas. OIBDA increased by $2.1 million to $18.8 million on higher OIBDA being recognized at Cascade Energy and Canadian Dewatering due to the commencement of facility maintenance work and certain dewatering projects, respectively. These increases were somewhat offset by OIBDA, lower OIBDA from our drilling-related services business units. Operating margins increased by .9% to .8% on lower direct operating expenses due to the greater proportion of higher margin project work. In our -asset-based US 3PL segment, revenues were up slightly at $44.9 million compared to last year due to the impact of a stronger US dollar relative to the Canadian dollar in the first quarter of 2025 compared to the prior year period, which was somewhat offset by lower freight demand and pricing for shipment, resulting from the ongoing competitive operating environment in the US market. OIBDA decreased primarily due to higher direct operating expenses. Operating margin on a net revenue basis was .8% in the first quarter compared to .8% in 2024, which was primarily due to higher direct operating expenses as a percentage of segment revenue. So that wraps up our first quarter commentary, but let's have a quick look at the balance sheet before we go. We ended the first quarter with cash on hand of approximately $131 million, working capital of $286.7 million. We also have access to $525 million of bank credit facilities, of which only $7.2 million was drawn at the end of the quarter, providing us with ample liquidity. In terms of our debt covenants, we effectively have one main covenant which we focus on, which is total net debt to operating cash flow. Our total net debt to operating cash flow covenant on our new 2024 notes is 2.23 to 1 and 2.47 to 1 under our old 2014 notes. Our 2014 notes are set to mature in October 2026, with a principal repayment being $207.9 million net of our cross currency swap. In summary, our balance sheet is once again well structured and positions us to long-term strategic investment decisions, like our recently announced acquisition of the Coal Group of Companies, opportunities to generate free cash. So with that, Marie, I will pass the conference call back to you.

Thanks, Chris. Well done again. So we're now putting Q1 officially to a close, and I'll give you my best analysis of what shareholders and investors should expect over the course of the balance of the year. Knowing full well that I have no idea how the inter-credit and tariff discussions will ultimately unfold or what the President of the United States is thinking. So I'll offer you this. A wise person once said during a rather stressful time, never let a good crisis go to waste. Well, it certainly appears we have one of those crisis moments to deal with today, and I can tell you we will not be letting the uncertain times deter us from our pursuing our long-term objectives. In fact, I would argue that the current uncertainty may actually turn out to be wonderful times for the Mullen Group. Now, how is it that I can so boldly make this statement? As others around us enter full on panic mode, we keep a steady hand on the wheel, and we keep our eyes wide open for great opportunities. And as Carson said, plus, having the balance sheet is absolutely key to building for the future and taking advantage of this opportunity, I'm delighted to highlight that we have an excellent well-structured balance sheet so we can weather any storm and we can invest for the future. Now, how many can actually say this? I say not many of our peers. So in the short term, however, it is reasonable to expect some disruption in trade flows and cross border freight demand, at least until there's clarity on the tariff issues. We all know that the President of the United States started this disruption. As such, it is reasonable to assume that only he can resolve these issues. So as I mentioned earlier, my hope is that these issues are transitory. Now, there's a word from another time of market disruption, and that there will be a resolution to all of these issues sooner rather than later. Until then, my very best guess is that business activity will underwhelm. I don't think it'll be terrible, but there's no way I see any growth in the economy over all freight demand until the tariff issues are resolved and the Canadian politicians adopt a more pro-growth agenda. So longer term, this is a totally different story, and it is here that we create value for shareholders. Because when we exit this current self-induced messy time, we will be bigger and we will be stronger. This is the job of the senior team, and I can tell you we are up to the challenge. Pursuing quality acquisitions, as we mentioned, like the coal group, is in our DNA, and we will continue to be active. Secondly, we believe the economy will recover, and by the time it does, it is very plausible that our existing business units will gain market share as the competition falters under the weight of not pricing appropriately or having too much debt. We are already seeing evidence that this is happening. Competitors are closing shop, or going bankrupt faster than we've seen in a decade, maybe longer. And if my thesis is correct, I expect the trend will accelerate as the year progresses. So in summary, not only are we all well positioned to take advantage of other fails, but we can also, and we will continue to add, quality companies into our network, this crisis will not go to waste here at the Mullen Group. So in terms of our 2025 outlook, which we articulated in December of last year, we are maintaining our goal of $2.25 billion in revenue and $350 million of all IPDA, and this spiked all the potential for a choppy second quarter. But if we look beyond the short term, we believe the path to meeting our goals gets easier. This optimism is because of our recent announced acquisition of coal group. So today we're awaiting approval from the Competition Bureau. We anticipate this to happen sooner rather than later, but we're on hold until the Competition Board provides the ruling. This acquisition on its own will drive our growth in 2025, along with what we expect is a steady performance for our existing 39 business units. And this includes what we think we can start improving the margin of our acquisitions that we completed last year. It just takes a little bit of time. We know we still have a lot more to do, but I am optimistic we can start moving the needle later this year. So let's now turn the call over to the operator for the Q&A session, and thanks for everything,

folks. We will now begin the question and answer session. To join the question queue, you may press star, then one, on your telephone keypad. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star and two. The first question comes from Kodakuta with

Scotiabank.

Please go ahead. Thanks, operator. Good morning, Murray and team. As soon as you're asking, maybe first on the near end, I think, is the momentum outlook. Murray, what are you hearing from your customers? I mean, you don't seem constructive on Q2 and expect some sharpness here. And it's pretty obvious, given all the kind of noise that we are seeing right now. But what's the reality? Like, what exactly are customers telling you? Are they shying away from moving goods, or are they expecting the impact of tariffs that's been implemented so far? Or are they just waiting? What's really the deal here in the second quarter that makes you a little bit more cautious?

Yeah, I think that's a good question. That's insightful, Conor. Everything that we're saying is kind of anecdotal evidence. Because what we saw in the Q1, really, you heard lots of noise, there was lots of this and that. But we didn't really see any significant drop in freight demand. What I don't know, Conor, and this is what I was trying to highlight, is I don't know how much of that demand in the first quarter was pulled forward because of people trying to front end the tariff situation. I don't know that for sure. We've heard anecdotal evidence about that. We've heard from our shippers. And remember now, we don't do a lot of cross-border anymore. Like, we used to at Mullin Group, but today we don't do as much as we did anymore, what we used to. So what we are hearing, though, is that there's been some disruption, and everybody's sitting on their hands. And in fact, we're kind of doing a little bit of that ourselves, where we're going to just slow capex until we hear, well, what's the cost going to be? Are they going to put tariffs on trucks and equipment we buy? Are they not? So all that uncertainty just leads me to believe that people are just going to sit on their hands until we get some more clarity as to how the bureaucrats and the politicians are going to deal with all these tariff issues and stuff like that. Personally, I think it's just short-term noise, but the short-term, we don't know. We do know that the issue on imports coming in the United States, we do know that the sailings from China have really deteriorated, and that's going to impact freight coming in from China. That's got to get resolved pretty quickly, in my view. I think that's a major issue for North America, and I think there's been some pullback on that.

So I think it's just

reasonable to assume to be cautious for this quarter, although I don't have any evidence right now to say, we've heard nobody's doing anything, that's not the case. And I don't think it's going to impact LTL, if it does, it's going to impact our logistics and warehousing.

That makes sense. That's great, I thought I might say. And just to follow up on the coal acquisitions, Congress, on the announcement, it seems like a big acquisition, actually, and I want to kind of like parse out some of the numbers there, because when you set out the budget in December, you was expecting about $151 of M&A spending. I think your disclosure is suggesting the coal acquisition could be $190, so you're already exceeding that. Are you baking in any more acquisitions in your unchanged targets for 2025?

No, not for the current. We in CISPE, we were optimistic when we put the budget together in December in our business plan in December of 2024. So, you know, that included coal, but anything else we do is not included in our 2025 business plan.

Okay, and so how does the coal business create strategic value for you guys? I mean, they sound like logistics to me, but at the same time, they don't seem like same as Quad Express, you know, that you bought years ago in the U.S. And they have some trade consultancy work as well, which could be meaningful, I guess, in the light of obviously what's happening right now. So can you explain, like, what excited you about this business and how do you expect a creation from it?

Well, we've always liked the customs brokerage business. Now, remember, we're in the logistics business. Most of the business that we have facilitates the movement of the freight. So we move freight. That's what our trucks do. That's what our 3PO does, etc. In this case, by investing with coal, we're now helping with the transaction of any cross-border or importation or export of any goods. So that's what the customs brokerage business is all about, is just facilitating that cross-border transaction. In fact, in 2009, we were a very, very large shareholder of the Livingston Group, which was the largest customs brokerage at the time. But we were unsuccessful in that bid. Richard went to... And went to Sterling

Capital and CPPID at the time.

Yeah. So we've always had our eye on this business, but, Conor, these businesses only come up once in a while. These companies like coal and some of the others I've seen, they're like -year-old companies. So this came up to us last year with Mr. Lucky was looking at doing some restructuring for his planning purposes. And he chose us to be the custodians of that really good business. So we love the customs brokerage business. It's a transaction-based business. You know we like the asset-light business, Conor, because we don't think that you get paid to make capital investment today. So we like the asset light. We like dealing with the transaction. I suspect, and this has been confirmed by others, including Pure Later Robot Livingston just a few months ago, that the trade issues are getting more complex, not less complex. And governments will want to know everything that's coming in and leaving your country. So we think this is a sustainable business and we love it. In addition, the coal group also had a pretty large 3PO business that will marry quite nicely with our lipstick group. And we hope to leverage that once we get in and find out how we can really identify some synergies and those kind of things. But really good company, asset light and of course the general economy. So we'll identify more once we get competition for our local outline more and then once we get it approved, Conor. But until then, everyone's going to just assume that the coal group, as we outlined in 2024, will help achieve our objectives for this year.

Conor

The next question comes from Kevin Cheng with CIBC. Please go ahead.

Hi, thanks for taking my questions here. I'm just wondering, you know, when you look at obviously in the middle of the federal election, there seems to be a focus on, I guess, leveraging Canada's position as an energy-based economy and there's a lot of proposals around pipeline projects and energy infrastructures. As you look at the various plans put forward by the parties, how do you see that impacting SNI or the opportunities you see you're pretty optimistic on? And especially your M&A strategy, are there things you'd want to add to your arsenal to take more advantage of some of the opportunities you might see in the pipeline as we move past the federal election?

Well, that's a very topical discussion. And I think, you know, the politicians are finding that, all of them, that says, well, how do we actually provide good jobs and growth in Canada and how do we diversify our away from being totally in line upon the U.S. for our exports of our energy? So, finally, the politicians are talking about that. So it's, from our perspective, we were encouraged by those discussions, but we've got to take discussions into policy action and capital investment, which we think is what politicians say and what politicians do. We're not making investment quite yet, Kevin, because I think they talk a lot and don't do a lot, so we'll just wait until they actually do something and then we'll put our shareholders' capital to work at that time. But suffice to say, our SNI segment, which is our old old field, that used to be a very large segment of our company. We lost, please give the concept, $600 million of annual revenue in that segment. So, would we be supportive of pipelines in Canada, which is the only way to access export markets? You have to get at the market and you have to have pipelines. And if Canada said we want to do that, we would have to do that. But, boy, there's a lot of hurdles to get that from political words into action. When we see that action, I tell you we will be very aggressive putting capital to work, because that is a great business when that comes back. But until then, they're words.

And Kevin, on that note, we, as you know, we are well positioned to take advantage of any new pipeline development when it happens. And it's not like we need to go out and buy an organization that does that, because we do it and we do it very well. When the pipeline needs to be filled up, I'm talking natural gas, we have well positioned, and we have been there forever, being ready to build for LNG development that goes to the west coast. So it's not like we have to go out and find and make acquisitions. We will have to reinvest in the fleet at the right time. But as Murray said, until we see money going in and actual decisions being made, we will wait and continue to work within our means at this point.

Would

we like

to see those words turned into policy actions and into, yeah, you know why? Because that's big capital and capitals where we would shine out a good chunk of our business on the SNI side, including our logistics warehousing. Those would be massive job creators for this country. But let's see, Kevin. Well, but now you know why we never get out of the SNI segment. We downsize, but never get out, because we still sit on one of the best asset bases in the world in Canada.

That makes a ton of sense. And it does. We'll find out in five days or so.

You just can't sit on it. You have to do something with it if you want to create great jobs for Canadians and lots of tax revenues to help out. So let's see.

That's helpful, Coller. Maybe just two quick ones for me. One, maybe for Carson, 14 million of capex in Q1, you're guiding to about 100 million for the year. Just wondering how comfortable you are on that full year target, just given what you're invested in the first quarter. And this is secondly, within Container World, I mean, a lot of, I guess, headlines I'll say at a minimum around shifting consumer preferences around, you know, where their sources of alcohol beverages from. I know Container World, you know, that's a key end market for them in terms of, you know, I guess I'll call it a logistics provider for the alcohol industry. Any pluses or minuses, just given the changes in consumer habits as a potential Container World?

I'll deal with that. You deal with the capex, Carson, I think, on that. Sure. I'll start off with capex. And, you know, Tamari's comment earlier that, you know, we've purposely delayed some capex here just with respect to ordering. So on an annualized run rate, hitting that 100 million for 2025 is probably not going to happen. I think, Rich, we've got orders in for approximately 50 million right now. So for approved orders coming in. And once we hit that, we kind of hit the pause button because of tariffs. What's your opinion? I think we're probably still around that 100 million. But as for right now, we've delayed a lot of it. So I would say that we will be under that 100 million dollar guidance for 2025.

That's very helpful. Thank you.

On

Container World, I think that, you know, you've heard a lot of the tip for tap that's going back on, you know, we're going to buy Canadian and buy American, do this or that. So there's been a shift that we've seen. But, you know, you just can't ramp up production, short-term kind of thing. But we have seen some reduction. Like there's no imports really coming in from the U.S. right now of all the beverages, Rich. It's still coming from overseas, which they do. They create containers. Yeah, comes in containers from Europe and the rest of the world and local. There has been a, you know, kind of a fire strike by Canadians and by certain politicians to not buy American alcohol. How long that lasts for? Kevin, I have no idea. But I don't think it's going to last forever. I think it's a moment in time. And like I said to you, I think all these little tips for taps are all transitory.

But the

timing, I don't know.

I would also add that, Kevin, that in terms of volumes and those sorts of things, you know, the younger generation clearly is switching to non-alcoholic options. However, it's if you look at the producers of who makes non-alcoholic beverages, it's the folks that make the alcohol beverages, which both of those clear through our facility. So whether there's alcohol in it or non-alcohol in it, we're still handling it. So it's, we don't see a difference. You know, consumers are still consuming. It may just be a different type

of product. Yeah, we haven't seen any reduction at Container World in terms of the revenue flows. It's been pretty stable year over year. It's not growing right at the moment. But I think it's going to shift for a little bit for sure for the two reasons that we talked about. One is U.S. alcohol not being quite as dominant as it has been. You won't be able to buy your Jack Daniels up in Canada, you know, and a lot of it is, you know, is a growing proportion is now more non-alcoholic and those kinds of things. But their overall revenues have stayed stable. We have to, at Container World, the team is well on their way to improving the business there. Like we're only into it for three, four months now since Mr. Christmas, the part of the business, so we couldn't make any change when he was there during his hernal period. But the team is well, they're focused. They know what they've got to do and we have to improve the technology to reduce our admin costs. Their mid-costs are too high. And we've got to invest in technology to be more efficient in the warehouses, which we've made, already started to make some of those investments to help them gain market share. We've got to invest in technology to gain market share today. We talked about it at Cascade and we'll talk about it with Container World and we're investing in technology so that we can be more efficient and provide that value add to our customers. That's how we're gaining market share. That's our expectation.

That's very helpful and sure people swap into Jack Daniels for Canadian Co-op today. Thank you very much, everyone.

I'm Brown Royal from Manitoba or C.C.

The next question comes from David Ocampo with Cormart Securities. Please go ahead.

Thanks for joining everyone. I guess either for Murray or

Carson, I respect that you guys aren't going to provide disclosure for revenue and even that for the coal acquisition until competition goes completely out of stock. But I'm curious because I know the share purchase agreement that you have with coal is 490 million. But I'm just curious if there's any assumed debt from that transaction. I guess I'm trying to figure out what the total enterprise value is.

You just heard it. There is no doubt.

Okay.

You know, we'll disclose the whole breakup. It's generally in line with what we had said. I think we had said we were going to target about 150 million for the year to achieve our objectives. We're at 2.25 billion and 350. It's within the wheelhouse because once we get it all figured out from competition, girl, once we get their blessing, we'll all line up. But there's some other reasons in there, working capital and some real estate, which changed the overall purchase price, but not the business.

Correct. Okay. That makes sense. It does seem like acquisitions could pick up even despite the 190 million dollar transaction, especially as some of these smaller companies might fail or maybe some of the larger ones do. Carson, I'm just curious, how much are you willing to take up your pro-forma leverage for the rate transaction? Well, I think we've always articulated that, you know, we like to be one full turn away from our threshold of 3.5 to 1 on our operating cash flow to debt. So, you know, with this acquisition, with coal coming in, you know, we're still in our comfort zone, if I can put it that way, with respect to our covenants. And in terms of new acquisitions, there's still tons of debt. So, obviously, we're quite picky and if it fits within our network, we'll look at it. We go

up to a little bit higher. We go up to, say, three short term, to get the right acquisition, not to go gambling on something, but to get the one that's just a game changer. We'd go up to that to three in the short term with a plan of how we would get that back down to one turn, which is down to 2.5 longer term. That's where we're comfortable longer term at 2.5. So, but in short term, if you've got the best opportunity and it's a one of, you've got to either got to step up to the plate or go back and then duck out and we'll step up.

That makes sense. And then, Lawson, for me, just on the potential adjustments that

you guys can make to your network if we do a vicious slowdown in the economy, can you guys just remind you what those levers are that you can pull and how quickly you can implement those strategies? Well, I think there's a couple ways, obviously, that we would mitigate a downturn much better than most, one being that we own our own real estate. So, that's a natural hedge that we would have versus some of our competitors that are locked into competitive lease rates. The other is we do have a very good partnership of both company truck and owner operators. Owner operators, we have the luxury of being able to adapt to market situations by getting rid of that variable cost if the demand isn't there. So, I would say those are kind of two of the key ways that we would adapt to any short term fluctuations in customer demand. Now, we have a very

flexible

business

model. As you know, we have company trucks. But company trucks, the problem with having a very competitive market is you really don't get paid an appropriate return on that capital right now because the capital is very expensive. Might be more expensive with tariffs coming in. Unless you have higher rates, we're very expensive. We have a large access capacity in the system called owner operators and subcontractors. So, our job is to own the customer. We don't need to own the truck. We'll only own the truck when it makes sense. We just want to own the customer.

Within our LTL segments, so the levers are what? You know what? When we're having, if it's tough, I mean, it's going to be tougher on our competitors. So, we have great lane density going through various areas. We continue to look at how to best utilize and adapt to make sure lane density load factor are optimized here along the way. And we're well positioned to go to 5,500 communities throughout Ontario to BC. Within the logistics and warehousing segment as well, when things slow down and you see customers' appetite shift, they can go from long haul full load van, which we don't do a lot of, but they can shift to intermodal. And we do a lot of intermodals for our Clayton and our apps group as well, which helps adapt. And when customers are looking for a more economical option as well. That's the diversity built into our business model and the flexibility that we're able to provide. These are the things that we're looking at and the levers that we'll be able to pull at the right time.

So, you know, you look at this, David, and you'll say, how do we, we'll gain more opportunity because our competitors just, you know, they're either stretched or not pricing properly. So, there's going to be a lot of failures. We'll pick it up and we'll be able to pick it up and press it properly. So, I think we'll do well on that as the markets change on our competitive landscape side. Number two is, we've encouraged all of our business units, take a look at how you can do business more efficiently and with technology. And by the way, a truck is not a technology. A truck is a tool. But when we can see a technology that will be a game changer, like an LTL, Rich, we put in cubers and waders. Yeah, weight dimensions. And all of that connected to other game changers. When we're looking at technology with container world for co-packing, so which moves to technology and robotics rather than people. And then we did that also with Cascade Group, with that enhanced robotics for tank cleaning. So, we're looking at how to use technology efficiently. And as I said, trucks are not a technology. That's just a tool. But the big thing that we're looking for that I think will be the big game changer outside of our acquisitions in most sense is the rationalization that's going to happen in this industry. The tougher it gets over the next quarter or two, the faster it will happen. And it will come to our way in marketing. We're seeing it already. We're seeing failures. Yeah, we're seeing it and we're picking it up. So, we think we're in a good position and our diversity and our balance sheet and the ability to grow and plan for the future is something that very, very few have that luxury that we have. So, that's our business model.

No, I appreciate the call out there and hopefully the bankruptcy courts, some of these larger guys actually fail this time.

You've seen it. You watch it. But it's happening. And you can't go into bankruptcy and go back to the big banks and ask for more money. People get a little bit sensitive on those things. So, I think it's happening, David, but it doesn't happen as an event. But it does happen.

Okay. I'll hop back in and keep. Thanks a lot, everyone. Appreciate the call out.

Okay. The next question comes from Tim James with TV Cowan. Please go ahead. Thanks very much. Good morning, everyone. We've mentioned earlier the lower savings from China that are showing up now. Does that impact Mullen at all or not really because it's mostly a US port issue? Could that even create any opportunities for Mullen, if you just talk more about how that impacts Mullen, if at all?

Yeah. What we're seeing on that is that it's the docking fees on Chinese ships that Mr. Trump has put a fee on that. That's disrupting some shipments coming in because sometimes the shipments are coming in and they don't all go to LA. Some of it goes to LA and some of it comes to Canada or some of it goes to here and there. So, we're hearing anecdotally from some of our shippers that are just not able to get their goods right now because there's an increased cost and increased cost. How do I pass it on when you've fixed your price to your customer? So, I don't know how much. I just highlight it as an issue that it could impact business in the second quarter for sure. I don't know how to quantify it. It is a risk, though.

Okay. Was there anything in the first quarter results that was surprising to you, Murray, in terms of the way things shook out, any particular trends? I know it was a highly uncertain environment in the first place and you're staying with your full year guide, but was there anything, just any kind of moving parts, either positive or negative, that were surprised you relative to what you thought two or three months ago?

No, not a thing. We didn't want to demarket the business. It was a good size of contract that we had done in the past with our Grimshaw Group, but that was all factored into our plan for 25. But it just shows up in the first quarter because that's when it happens. But there was really no surprises. If anything, I was pleased with how it actually worked out because given all of the noise and all the negativism and everything else, my goodness, you thought we were at the slit of risk that there would be no business, but actually business held in reasonably well. What we know is happening is when there's so much commotion, you're not having job formation and you're not having capital put to work. People are sitting on their hands and that's just going to slow things down for a bit and so we have to be aware of that. But as I said to you and Richard, we think that it impacts our competitors exponentially more than ourselves. We can withstand a couple hits and a couple soft periods. Some of our people are living on the edge of our competitors and they just can't stand a couple months of work. So there was nothing really negative. I was really pleased with some of the things that we did too and put the capital work at Cascade, worked out as well as it did. But if anything, the one area where we were, that maybe was the negative, our corporate costs have crept up. We kind of knew what was going to happen, but I don't think we quite planned on quite as many fees and those kind of things. So corporate costs, we'll get along. That's about it.

Okay, that's helpful. Just returning to Grimshaw for a moment, was it called out just because it was particularly large? I'm just wondering, are there other sort of demarketing opportunities or initiatives underway where there's smaller ones that are just sort of normal course? Is that why was brought up just because of its size?

Yeah, just because of its size. You know, every day we're in a market fist fight for market share and sometimes you have to stand your ground. We're not just going to do it because somebody tells us to do it. It's got to make sense. We know our costs and we know the risks. So that was a particularly big one. There's no other, but we are gaining market share. Some of our businesses start winding in particular as gaining market shares as our competitors exit more.

Okay, if I could, sorry, just squeeze one more quick one in.

Just, you know,

you've mentioned that the competitors struggling opportunity for you through M&A. How should we think about when you do that M&A, does the environment mean that the margins of the companies you're buying may be, you know, a little bit more depressed and therefore there's a bit of sort of initial dilution or is that not the right way to think about the impact of M&A?

Well, M&A is all about return on our cash investment. And we look at what does the business generate in terms of cash, not even DAW. You know that. Everybody, don't talk to me about DAW. DAW is gone. It's all about return on cash. So we make an investment if that business will generate us cash. That's it.

And the fact that companies are failing doesn't mean we're going to buy them. It means that some competitors are going away so that we can wait. We'll be patient and we will reinvest at the right time. But it does say that there's a competitor out of the market that may be a price maker. So we'll be patient and as they blow up, as we've seen a few in Canada here do, and then we'll just be patient. We're not going to go buy them. We're not

running out to cover the board, Tim. We do thoughtful strategic acquisitions like the Coal Group. This company was never for sale. So we were in the right position at the right time with the balance sheet to be able to execute. If we're in a business, it'll be around for another 100 years.

That's great. Thank you very much for the time. Thanks, Tim. The

next question comes from

Walter Spracklin with RBC Capital Markets. Please go ahead.

Yeah, thanks very much. I'll just give it to one Murray to give a brief here and just on a kind of larger, bigger picture M&A strategy. I know you're dipping your toe now back into in a heavier way into customs brokerage. Just curious as you look at the landscape now, do you continue to go more adjacent businesses with your M&A strategy or is there still opportunities in Canadian LTL? I think you're going to go U.S. so Canadian LTL or do you start looking at Canadian truckload? No. Okay. So Canadian truckload is off. But Canadian LTL, is there opportunities there do you really center in on adjacent businesses and is that your real focus, kind of like what you did with customs brokerage here?

Well, I think we'll look at the potential. First of all, with Cole, fantastic company, independent brand, we don't have to fix anything there. What we're going to look at doing is no different than what Pure Later said when they bought Livingston is cross selling and providing full package service to your customers that you're using in 3PL and cross border. So we see some opportunity there. We think that's the future. And boy, that gives us something that very few, quote, truckers or logistics provided. We have that tool in our toolbox, but it's a great company. We look forward to working with them to find some real synergies on that. But yeah, you're right. We're going to pick up market share. That's our best way to gain is to grow as others fail and then we don't have to pay for it. I'd love to be able to grow like that. Unfortunately, it's at the expense of somebody else, but that's the only way you can grow in this economy. Unless you and your advisors tell me that the economy is on a big growth spurt. And if you don't see that, then the only way we can grow is through acquisition or market share gain at the expense of others fail. That's it. It's not that complicated.

Right. But again, back to the adjacent. How far adjacent are you willing to go? I mean, one of your competitors who looked like, rumored to have looked at LifeLapse, right, which was, you know, a very significant departure from what we would have considered adjacent, but certainly that was one of the areas that they looked at. Are you looking further adjacent, you know, when you look at M&A, are you looking, are you widening the lens in which you're using to examine M&A opportunities or are you focused really kind of on 3PL, LTL and

other things?

Yeah.

We just facilitate moving of goods for customers. That's what we do. And I think, you know, customers and brokerage and 3PL is all part of that. In fact, I think it was you that asked the question a couple, three quarters ago, would we be interested in the customs business? And guess what? Yes, we were. I couldn't tell you it was, but yes, we were looking. I remember

I was covering Livingston when I saw you both went halted and saw that bid at the time.

You must have known that Livingston was available or something because you didn't know the coal was available because that was a private company and Mr. Lucky was extremely bright that man.

Absolutely. Okay. That's all my questions. I really appreciate the time. Thank you. Okay.

The next question comes from Cameron Derson with

National Bank

Financial. Please go ahead. Thanks. Good morning. I'll keep it to one as well. Just going back to get to the election in Canada, there's been a lot of talk about inter-provincial trade barriers being taken down. You know, maybe that changes some of the regulatory environment. Just wondering if there's any materiality to your business from elimination of inter-provincial trade barriers, if that would happen. And sort of thinking from an operational regulatory point of view or perhaps even domestic trade volumes that potentially could benefit you. Just any thoughts there?

I don't see it. To be honest with you, I don't think it will make a huge difference. That's

the one operational issue, Cameron, is that weights and dimensions when we call a certain size and weight within Alberta when you go to BC is that it's different. So we're mindful of that. That's with the bigger stuff, if you will, but not at the end of the day. It's not something that's going to... They're

not going to harmonize that. They've been trying since 1992, to be honest with you. They're not going to. Once again, politicians talk, but they don't do. So they'll talk like they want to get something done, but I'm not holding my breath on it.

Okay. Fair enough. I'll leave it there. Thanks very much. Thank you.

This concludes the question and answer session. I would like to turn the conference back over to Mr. Mullen for any closing remarks.

Thanks for joining us, folks. We look forward to our next update. Of course, I think once we get the approval from... We'll get more color on the coal of what to really expect on a pro-former basis. Other than that, thank you for joining us. Let's hope that calmer heads prevail and all these issues are transitory. Take care.

This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.