(TSX: NFI, OTC: NFYEF, TSX: NFI.DB) NFI Group Inc.
("NFI" or the "Company"), a leader in zero-emission electric
mobility solutions, today announced its unaudited interim condensed
consolidated financial results for the second quarter of 2024.
Key financial metrics for the quarter and for
the last twelve months are highlighted below:
|
|
|
|
|
|
|
in millions except deliveries and per Share amounts |
|
2024 Q2 |
Change1 |
|
2024 Q2 LTM |
Change1 |
|
|
|
|
|
|
|
Deliveries (EUs) |
|
1,246 |
|
34 |
% |
|
|
4,651 |
|
31 |
% |
|
|
|
|
|
|
|
IFRS Measures3 |
|
|
|
|
|
|
Revenue |
$ |
851 |
|
29 |
% |
|
$ |
3,075 |
|
29 |
% |
Net earnings (loss) |
$ |
3 |
|
105 |
% |
|
$ |
(49 |
) |
83 |
% |
Net earnings (loss) per Share |
$ |
0.02 |
|
103 |
% |
|
$ |
(0.44 |
) |
88 |
% |
Cash flow from operations |
$ |
30 |
|
315 |
% |
|
$ |
59 |
|
130 |
% |
|
|
|
|
|
|
|
Non-IFRS Measures2,3 |
|
|
|
|
|
|
Adjusted EBITDA2 |
$ |
59 |
|
387 |
% |
|
$ |
143 |
|
17975 |
% |
Adjusted Net Loss2 |
$ |
3 |
|
109 |
% |
|
$ |
(57 |
) |
61 |
% |
Adjusted Net Loss per Share2 |
$ |
0.03 |
|
107 |
% |
|
$ |
(0.50 |
) |
73 |
% |
Free Cash Flow2 |
$ |
1 |
|
104 |
% |
|
$ |
(61 |
) |
56 |
% |
Total Liquidity2 (including minimum liquidity requirement of $50
million) |
$ |
$179 |
|
119 |
% |
|
$ |
$179 |
|
119 |
% |
Return on Invested Capital2 (ROIC) |
|
4 |
% |
6 |
% |
|
|
4 |
% |
6 |
% |
|
Footnotes: |
1. Results noted herein are for the 13-week period ("2024 Q2”) and
the 52-week period ("2024 Q2 LTM”) ended June 30, 2024. The
comparisons reported in this press release compare 2024 Q2 to the
13-week period ("2023 Q2") and 2024 Q2 LTM to the 53-week period
("2023 Q2 LTM") ended July 2, 2023. Comparisons and comments are
also made to the 13-week period (“2024 Q1”) ended December 31,
2023. The term “LTM” is an abbreviation for “Last Twelve Month
Period”. |
2. Adjusted EBITDA, Adjusted Net Loss, and Free Cash Flow represent
non-IFRS measures; Adjusted Net Loss per Share and Return on
Invested Capital ("ROIC") are non-IFRS ratios; and Total Liquidity
and Backlog are supplementary financial measures. Such measures and
ratios are not defined terms under IFRS and do not have standard
meanings, so they may not be a reliable way to compare NFI to other
companies. Adjusted Net Loss per Share is based on the non-IFRS
measure Adjusted Net Loss. ROIC is based on net operating profit
after tax and average invested capital, both of which are non-IFRS
measures. See “Non-IFRS Measures” and detailed reconciliations of
IFRS Measures to non-IFRS Measures in the Appendices of this press
release. Readers are advised to review the unaudited interim
condensed consolidated financial statements (including notes) (the
“Financial Statements”) and the related Management's Discussion and
Analysis (the "MD&A"). |
|
"The second quarter of 2024 delivered on our
expectations with sequential and annual improvements in bus and
coach deliveries, higher zero-emission bus deliveries, strong
aftermarket performance and an increase in Adjusted EBITDA2 that
contributed to positive net earnings and Free Cash Flow2," said
Paul Soubry, President and Chief Executive Officer, NFI.
“Manufacturing segment operations continued to
see improvement with increases in new vehicle production rates
driving margin improvements and improved fixed cost absorption.
These improvements were somewhat offset by the delivery of legacy
inflation impacted contracts, which have now all been materially
completed. The aftermarket segment also saw another period of
growth with record quarterly revenue.
“Our supply chain health has improved, although
there are still certain areas where a few suppliers are
experiencing delivery delays leading to inconsistent parts
availability. We anticipate this will continue throughout 2024 as
suppliers ramp-up their production to meet our increased demand. In
addition, we will be producing more zero-emission buses, which have
a more nascent supply base, and working to improve labour
efficiency rates as we train new team members.
“Period ending liquidity2 was stronger than
anticipated, supported by positive quarterly Free Cash Flow2 and
our teams focus on working capital management. We continue to
advance discussions with customers regarding proposed changes to
U.S. contract structures, making efforts to include progress
payments and milestone billing structures as standard wherever
possible. Subsequent to the quarter, we made amendments to our
Export Development Canada performance guarantee program that will
support our liquidity and bonding flexibility going forward. We
anticipate a decrease in liquidity in the third quarter as we
continue to increase production of higher cost buses, but are
confident that our current capacity, combined with our efforts to
lower working capital investments, leave us well positioned.
"Our first half performance, including our first
positive net earnings since the second quarter of 2021, has further
strengthened our confidence in our ability to achieve our 2024
guidance and 2025 targets as we realize upon our nearly $12 billion
backlog2. The second half of 2024 is expected to be a period of
significant year-over-year growth as we deliver more vehicles,
especially zero-emission buses, and benefit from improved margin
performance," Soubry concluded.
Liquidity2
The Company's Total Liquidity2 position, which
combines cash on-hand plus available capacity under its senior
first lien credit facilities (without consideration given to the
minimum liquidity requirement of $50 million), was $179 million as
at the end of 2024 Q2, up 7% from the end of 2024 Q1, and 119% from
2023 Q2. Total Liquidity2 position was positively impacted by cash
generated from operating activities, lower interest expenses and
income tax recoveries, offset by investments in working capital,
repayments on the Company’s long-term debt facilities, capital
expenditures and obligations under capital leases.
NFI invested $22 million in working capital in
the second quarter, driven by increases in inventory balances for
raw material and work-in-process, which remain elevated, reflecting
higher input costs for ZEB components and higher carrying balances
to support consistent supply. Offsetting increases in inventory and
receivable balances were higher deferred revenue amounts,
reflecting the Company’s efforts to improve payment terms with
customers.
NFI remains focused on lowering its leverage, by
increasing Adjusted EBITDA2 and Free Cash Flow2 to support debt
repayment, while also investigating options to reposition certain
debt balances to other debt instruments that will provide
opportunities to lower overall interest expenses. Cash and
liquidity management is a consistent priority, including efforts to
accelerate deliveries and customer acceptances, accelerating
customer payments through the pursuit of advance payments and
deposits wherever possible, and improving supplier payment terms.
NFI believes that its existing liquidity2 supports the execution of
the Company’s operational and strategic goals, including planned
increases in production rates and investments in zero-emission
products and electric propulsion technology.
Segment Results
Manufacturing segment revenue
for 2024 Q2 increased by $167 million, or 32%, compared to 2023 Q2,
driven by higher new vehicle deliveries higher average sales prices
per unit, and product mix, including higher ZEB deliveries. The
Company continued to see improvement in supplier performance and
on-time production in 2024 Q2, with delays in the receipt of
components from a small number of suppliers.
Manufacturing operations experienced net
earnings of $7.4 million in 2024 Q2 compared to a net loss of $24.0
million in 2023 Q2. The was the manufacturing segment’s first
positive earnings since the second quarter of 2021 and was driven
by significantly improved gross margins from higher overall
deliveries, favourable sales mix, and improved production
efficiency, and a lower number of legacy inflation impacted
deliveries. Manufacturing Adjusted EBITDA2 improved by $50 million,
or 313%, compared to 2023 Q2, driven by the same items that
improved net earnings. Manufacturing Adjusted EBITDA2 as a
percentage of revenue showed continued improvement, increasing from
(3%) in 2023 Q2 to 4.9% in 2024 Q2.
At the end of 2024 Q2, the Company's total
backlog2 (firm and options) of 14,605 EUs (firm and options)
decreased slightly from the end of 2024 Q1, and increased by 49%
from the end of 2023 Q2. The slight quarterly decrease was driven
by higher deliveries. The year-over-year increase in backlog was
driven by NFI recording the highest number of quarterly awards in
Company history in the first quarter of 2024. NFI added 1,114 EUs
of new orders during the period, a 21.5% year-over-year
improvement, supporting an LTM book-to-bill number of 107%, a
decrease from the 124.5% recorded in 2023 Q2 LTM, stemming from
higher bus and coach deliveries. Backlog2 for 2024 Q2 has a total
dollar value of $11.8 billion, and the average price of an EU in
backlog2 is now $0.81 million, a 77% increase from 2023 Q2.
Aftermarket segment delivered
another quarter of record revenue of $162 million, an increase of
$24 million, or 18%, compared to 2023 Q2, driven by increased
volume in North American public and private markets, and the
impacts of heightened inflation on parts pricing. 2024 Q2
Aftermarket segment net earnings increased by $5.1 million, or
20.4%, compared to 2023 Q2. The increase was primarily due to
improved sales volume, pricing adjustments and favourable product.
Aftermarket Adjusted EBITDA2 was $35 million, an increase of $5
million, or 18%, year-over-year, primarily driven by the same items
that improved net earnings. Aftermarket Adjusted EBITDA2 as a
percentage of revenue was strong at 22%.
Net Earnings (Loss), Adjusted Net
Earnings (Loss)2, and Return on
Invested Capital2
In 2024 Q2, the Company achieved net earnings of
$3 million increased by $51 million from 2023 Q2, improving by
105%, with improvements in vehicle deliveries, revenue, favourable
sales mix, and unrealized foreign exchange gains offset somewhat by
higher interest and financing costs.
Adjusted Net Earnings2 for 2024 Q2 of $3 million
improved from 2023 Q2 Adjusted Net Loss2 of $35 million, driven by
the same items that impacted net earnings, adjusted for unrealized
fair market gains related to foreign exchange, the Company’s
interest rate swap and the prepayment option on second-lien debt,
plus other normalization adjustments including non-recurring
restructuring and past service and pension costs.
2024 Q2 ROIC2 increased by 6% from 2023 Q2,
primarily due to the increase in Adjusted EBITDA2 and a slight
decrease in the invested capital base. The decrease in invested
capital2 is primarily driven by a decrease in long-term debt
balances as the Company completed a comprehensive refinancing plan
during 2023 Q3. Also contributing are increases in cash balances as
the Company generated cash from its operating activities.
Outlook
Management anticipates continued improvements to
revenue, gross profit, net earnings, Adjusted EBITDA2, Free Cash
Flow2, and ROIC2 over the next 18 months, as the Company ramps up
production, delivers on its backlog2, delivers a higher number of
zero-emission buses, and benefits from the growing demand for its
buses, coaches, parts, and Infrastructure SolutionsTM services.
Management believes market demand is evident
through government commitments to fund public transportation in
NFI’s core markets combined with continued new order and bid
activity. The Company’s North American bid universe, including
active bids of 6,762 EUs, and a five-year forecasted demand of
21,415 EUs reflect this heightened demand. In addition, demand
within private coach and international transit markets has also
seen strong growth driven by increasing ridership, travel and
return to work initiatives. These demand factors are expected to
drive additional new orders during the remainder of 2024 and into
2025.
NFI is working closely with its suppliers to
monitor and improve supply chain performance, and, due to the
Company's strong backlog2, has been able to provide longer-term
production visibility to its supply base for the remainder of 2024
and well into 2025. As part of NFI’s supplier development program,
the Company provides a risk rating to all its key suppliers based
upon their on-time delivery performance and other factors.
Throughout the first half of 2024, NFI saw a significant reduction
in the number of high-risk suppliers, driven by a combination of
overall improvements in global supply chain health and actions
taken by NFI's supply and sourcing teams.
The Company anticipates that there will continue
to be delays in receiving certain components as suppliers recover
their operations and as NFI increases production of ZEBs, where the
supply chain is not as established as in traditional propulsion
systems. NFI has implemented strategies to mitigate supply chain
risk specifically related to ZEBs, including the utilization of
multiple battery suppliers for specific regions, partnering with
larger more established suppliers, including Accelera, Impact, BAE
and Ballard, and providing increased lead time for component
purchases for ZEBs. The Company may see quarterly fluctuations in
the delivery of ZEBs based on supply availability and customer
acceptance but remains confident in its annual targets to have 30%
to 35% ZEB deliveries in 2024 and 40% in 2025.
In 2024 Q2, NFI continued increasing new vehicle
production rates primarily driven by increases in labour efficiency
as team members hired in 2023 and 2024 Q1 continued to develop
their skill set and improve production time. NFI expects that it
will need to hire additional team members in 2024 and into 2025 as
it grows production rates in North America, but that hiring will be
at lower levels than those seen in 2023. While NFI has experienced
a significant positive improvement in total labour availability,
the labour market within the United States and the UK remains
challenging. NFI plans to continue to add personnel on a phased
approach, with gradual headcount additions ensuring that the
ramp-up is matched to consistent supply and labour availability. In
addition, NFI anticipates that production efficiency may continue
to be somewhat impacted as the Company ramps up its ZEB production
throughout the second half of 2024 and into 2025.
Gross margins and other profitability metrics
are expected to improve as production rates and bus and coach
deliveries increase, and WIP is reduced. As NFI has delivered
materially all of its inflation impacted legacy contracts, the
Company anticipates significant improvement in manufacturing
segment gross margins, reflecting appropriate, inflation-adjusted
costing and pricing.
Financial Guidance and
Targets
NFI reiterates its previously provided financial
guidance for Fiscal 2024 and targets for 2025 as disclosed on
January 17, 2024.
With YTD Adjusted EBITDA2 of $93.2 million,
NFI's first half delivered 33% to 38% of its annual expected
Adjusted EBITDA2 range of $240 million to $280 million of 2024.
This first half performance is in-line with NFI's original
expectations that it would deliver 35% of its annual Adjusted
EBITDA2 in the first half of the year and approximately 65% in the
second half of 2024. These seasonality expectations are based on
expected production ramp up, the timing of certain ZEB
deliveries, impacts of legacy inflation-impacted contracts, and
sales mix.
NFI's guidance and targets are subject to the
risk of supply disruptions being extended and/or exacerbated and
the risk of additional supply disruptions affecting key parts or
components. In addition, the guidance and targets do not reflect
potential escalated impact on supply chains or other factors
arising directly or indirectly as a result of ongoing conflicts in
Ukraine, Russia, Israel, Palestine, and the Middle East. Although
NFI does not have direct suppliers in these regions, additional
supply delays, possible shortages of critical components or
increases in raw material costs may arise as the conflicts progress
and if certain suppliers’ operations and/or subcomponent supply
from affected countries are disrupted further. In addition, there
may also be further general industry-wide price increases for
components and raw materials used in vehicle production as well as
further increases in the cost of labour and potential difficulties
in sourcing an increase in the supply of labour. See Appendix B
Forward Looking Statements for risks and other factors and the
Company's filings on SEDAR at www.sedarplus.ca.
Second Quarter 2024 Results Conference
Call and Filing
A conference call for analysts and interested
listeners will be held on Thursday, August 1, 2024, at 8:30 a.m.
Eastern Time (ET). An accompanying results presentation will be
available prior to market open on August 1, 2024, at
www.nfigroup.com.
For attendees who wish to join by webcast,
registration is not required; the event can be accessed at
https://edge.media-server.com/mmc/p/ez549k3u/. NFI encourages
attendees to join via webcast as a results presentation will be
presented and users can also submit questions to management through
the platform. The results presentation will be available at
www.nfigroup.com.
Attendees who wish to join by phone must visit
the following link and pre-register:
https://register.vevent.com/register/BI15a284e28e8d49b88f31c92cef282b4b
An email will be sent to the user’s registered email address, which
will provide the call-in details. Due to the possibility of emails
being held up in spam filters, we highly recommend that attendees
wishing to join via phone register ahead of time to ensure receipt
of their access details.
A replay of the call will be accessible from
about 12:00 p.m. ET on August 1, 2024, until 11:59 p.m. ET on
August 1, 2025, at https://edge.media-server.com/mmc/p/ez549k3u/.
The replay will also be available on NFI's website at:
www.nfigroup.com.
About NFI Group
Leveraging 450 years of combined experience, NFI
is leading the electrification of mass mobility around the world.
With zero-emission buses and coaches, infrastructure, and
technology, NFI meets today’s urban demands for scalable smart
mobility solutions. Together, NFI is enabling more livable cities
through connected, clean, and sustainable transportation.
With over 8,750 team members in ten countries,
NFI is a leading global bus manufacturer of mass mobility solutions
under the brands New Flyer® (heavy-duty transit
buses), MCI® (motor coaches), Alexander
Dennis Limited (single and double-deck buses),
Plaxton (motor coaches), ARBOC®
(low-floor cutaway and medium-duty buses), and NFI
Parts™. NFI currently offers the widest range of
sustainable drive systems available, including zero-emission
electric (trolley, battery, and fuel cell), natural gas, electric
hybrid, and clean diesel. In total, NFI supports its installed base
of over 100,000 buses and coaches around the world. NFI’s common
shares (“Shares”) trade on the Toronto Stock Exchange (“TSX”) under
the symbol NFI and its convertible unsecured debentures
(“Debentures”) trade on the TSX under the symbol NFI.DB. News and
information is available at www.nfigroup.com, www.newflyer.com,
www.mcicoach.com, nfi.parts, www.alexander-dennis.com, arbocsv.com,
and carfaircomposites.com.
For investor inquiries, please contact: Stephen
King P: 204.224.6382 Stephen.King@nfigroup.com
Appendix A - Reconciliation
Tables
Reconciliation of
Net Loss to Adjusted EBITDA and Net Operating Profit after
Taxes |
Non-IFRS measures in the appendices of this press release have been
denoted with an "NG". Please see the “Non-IFRS and Other Financial
Measures” section. |
|
Management believes that Adjusted EBITDANG, and net operating
profit after taxesNG ("NOPAT") are important measures in evaluating
the historical operating performance of the Company. However,
Adjusted EBITDANG and NOPATNG are not recognized earnings measures
under International Financial Reporting Standards ("IFRS") and do
not have standardized meanings prescribed by IFRS. Accordingly,
Adjusted EBITDANG and NOPATNG may not be comparable to similar
measures presented by other issuers. Readers of this press release
are cautioned that Adjusted EBITDANG should not be construed as an
alternative to net earnings or loss determined in accordance with
IFRS as an indicator of the Company's performance and NOPATNG
should not be construed as an alternative to earnings or loss from
operations determined in accordance with IFRS as an indicator of
the Company's performance. See "Non-IFRS Measures" for the
definition of Adjusted EBITDANG. The following table reconciles net
loss to Adjusted EBITDANG based on the historical financial
statements of the Company for the periods indicated. The
Company defines NOPATNG as Adjusted EBITDA2 less depreciation of
plant and equipment, depreciation of right-of-use assets and income
taxes at a rate of 31%. |
|
($ thousands) |
2024 Q2 |
|
2023 Q2 |
|
2024 Q2 LTM |
|
2023 Q2 LTM |
|
Net earnings (loss) |
2,547 |
|
(48,101 |
) |
(49,122 |
) |
(286,637 |
) |
Addback |
|
|
|
|
Income taxes |
2,217 |
|
(8,606 |
) |
(20,550 |
) |
(37,249 |
) |
Interest expense10 |
33,935 |
|
39,970 |
|
144,799 |
|
109,189 |
|
Amortization |
20,611 |
|
18,731 |
|
82,996 |
|
84,494 |
|
Loss (gain) on disposition of property, plant and equipment and
right of use assets |
54 |
|
969 |
|
(206 |
) |
818 |
|
Gain on debt modification15 |
- |
|
- |
|
(8,908 |
) |
- |
|
Loss on debt extinguishment16 |
234 |
|
- |
|
234 |
|
- |
|
Unrealized foreign exchange (gain) loss on non-current monetary
items and forward foreign exchange contracts |
(2,625 |
) |
4,471 |
|
(8,467 |
) |
(2,363 |
) |
Past service costs and other pension costs7 |
- |
|
- |
|
(7,000 |
) |
4,764 |
|
Equity settled stock-based compensation |
877 |
|
831 |
|
2,643 |
|
2,058 |
|
Unrecoverable insurance costs and other8 |
(28 |
) |
- |
|
1,009 |
|
164 |
|
Expenses incurred outside of normal operations12 |
- |
|
480 |
|
440 |
|
5,487 |
|
Prior year sales tax provision9 |
- |
|
- |
|
101 |
|
- |
|
Out of period costs11 |
- |
|
- |
|
- |
|
(1,597 |
) |
Impairment loss on goodwill13 |
- |
|
- |
|
- |
|
103,900 |
|
Impairment loss on intangible assets14 |
- |
|
- |
|
1,028 |
|
- |
|
Restructuring costs6 |
1,589 |
|
3,433 |
|
3,972 |
|
16,183 |
|
Adjusted EBITDA |
59,411 |
|
12,178 |
|
142,969 |
|
(790 |
) |
Depreciation of property, plant and equipment and right of use
assets |
(12,502 |
) |
(10,896 |
) |
(50,996 |
) |
(53,387 |
) |
Tax at 31% |
(14,542 |
) |
(397 |
) |
(28,512 |
) |
16,795 |
|
NOPAT |
32,367 |
|
885 |
|
63,461 |
|
(37,382 |
) |
|
|
|
|
|
Adjusted EBITDA is comprised of: |
|
|
|
|
Manufacturing |
33,873 |
|
(15,912 |
) |
28,586 |
|
(106,330 |
) |
Aftermarket |
34,981 |
|
29,567 |
|
133,596 |
|
100,093 |
|
Corporate |
(9,443 |
) |
(1,477 |
) |
(19,213 |
) |
5,447 |
|
|
|
|
|
|
|
|
|
|
Free Cash Flow and
Free Cash Flow per Share |
Management uses Free Cash FlowNG and Free Cash Flow per ShareNG as
non-IFRS measures to evaluate the Company’s operating performance
and liquidity and to assess the Company’s ability to pay dividends
on its Shares, service debt, and meet other payment obligations.
However, Free Cash FlowNG and Free Cash Flow per ShareNG are not
recognized earnings measures under IFRS and do not have
standardized meanings prescribed by IFRS. Accordingly, Free Cash
FlowNG and the associated per Share figure may not be comparable to
similar measures presented by other issuers. Readers of this press
release are cautioned that Free Cash FlowNG should not be construed
as an alternative to cash flows from operating activities
determined in accordance with IFRS as a measure of liquidity and
cash flow. See "Non-IFRS Measures" for the definition of Free Cash
FlowNG. The following table reconciles net cash generated by
operating activities to Free Cash FlowNG. |
The Company defines Free Cash Flow per ShareNG as Free Cash FlowNG
divided by the average number of Shares outstanding. |
|
($ thousands, except per Share figures) |
2024 Q2 |
|
2023 Q2 |
|
2024 Q2 LTM |
|
2023 Q2 LTM |
|
Net cash generated by (used in) operating activities |
29,733 |
|
(13,775 |
) |
59,429 |
|
(197,614 |
) |
Changes in non-cash working capital items2 |
22,111 |
|
11,284 |
|
4,472 |
|
109,902 |
|
Interest paid2 |
11,919 |
|
27,957 |
|
97,286 |
|
88,052 |
|
Interest expense2 |
(29,611 |
) |
(30,112 |
) |
(131,457 |
) |
(99,011 |
) |
Income taxes recovered2 |
(6,519 |
) |
(19,509 |
) |
(17,952 |
) |
(24,388 |
) |
Current income tax (expense) recovery2 |
(12,157 |
) |
53 |
|
(4,294 |
) |
13,452 |
|
Repayment of obligations under lease |
(6,002 |
) |
(5,283 |
) |
(23,862 |
) |
(24,025 |
) |
Cash capital expenditures |
(6,271 |
) |
(5,089 |
) |
(33,121 |
) |
(19,007 |
) |
Acquisition of intangible assets |
(4,375 |
) |
(2,583 |
) |
(13,461 |
) |
(10,727 |
) |
Proceeds from disposition of property, plant and equipment |
137 |
|
66 |
|
2,421 |
|
579 |
|
Defined benefit funding3 |
674 |
|
454 |
|
3,414 |
|
3,240 |
|
Defined benefit expense3 |
(649 |
) |
(779 |
) |
(2,979 |
) |
(2,335 |
) |
Past service costs and other pension costs7 |
- |
|
- |
|
(7,000 |
) |
- |
|
Expenses incurred outside of normal operations12 |
- |
|
480 |
|
440 |
|
5,487 |
|
Equity hedge |
- |
|
229 |
|
2,844 |
|
42 |
|
Unrecoverable insurance costs and other8 |
(28 |
) |
- |
|
1,009 |
|
164 |
|
Out of period costs11 |
- |
|
- |
|
- |
|
(1,597 |
) |
Prior year sales tax provision8 |
- |
|
- |
|
101 |
|
- |
|
Restructuring costs6 |
1,589 |
|
3,433 |
|
6,526 |
|
16,183 |
|
Foreign exchange gain (loss) on cash held in foreign currency4 |
580 |
|
2,405 |
|
(4,626 |
) |
4,915 |
|
Free Cash Flow |
1,131 |
|
(30,769 |
) |
(60,810 |
) |
(136,687 |
) |
U.S. exchange rate1 |
1.3680 |
|
1.3245 |
|
1.3550 |
|
1.3590 |
|
Free Cash Flow (C$) |
1,547 |
|
(40,754 |
) |
(82,575 |
) |
(185,656 |
) |
Free Cash Flow per Share (C$)5 |
0.0130 |
|
(0.5281 |
) |
(0.7322 |
) |
(2.4061 |
) |
Declared dividends on Shares (C$) |
- |
|
- |
|
- |
|
4,096 |
|
Declared dividends per Share (C$)5 |
- |
|
- |
|
- |
|
0.0537 |
|
|
- U.S. exchange rate (C$ per US$) is the average exchange rate
for the period.
- Changes in non-cash working capital are excluded from the
calculation of Free Cash FlowNG as these temporary fluctuations are
managed through the Company’s secured senior credit facilities
which are available to fund general corporate requirements,
including working capital requirements, subject to borrowing
capacity restrictions. Changes in non-cash working capital are
presented on the unaudited interim condensed consolidated
statements of cash flows net of interest and income taxes
paid.
- The cash effect of the difference between the defined benefit
expense and funding is included in the determination of cash from
operating activities. This cash effect is excluded in the
determination of Free Cash FlowNG as management believes that the
defined benefit expense amount provides a more appropriate measure,
as the defined benefit funding can be impacted by special payments
to reduce the unfunded pension liability.
- Foreign exchange gain (loss) on cash held in foreign currency
is excluded in the determination of cash from operating activities
under IFRS; however, because it is a cash item, management believes
it should be included in the calculation of Free Cash FlowNG.
- Per Share calculations for Free Cash FlowNG (C$) are determined
by dividing Free Cash FlowNG by the total number of all issued and
outstanding Shares using the weighted average over the period. The
weighted average number of Shares outstanding for 2024 Q2 was
118,997,650 and 77,147,517 for 2023 Q2. The weighted average number
of Shares outstanding for 2024 Q2 LTM and 2023 Q2 LTM was
112,775,058 and 76,584,617, respectively. Per Share calculations
for declared dividends (C$) are determined by dividing the amount
of declared dividends by the number of outstanding Shares at the
respective period end date.
- Normalized to exclude non-operating restructuring costs. Costs
primarily relate to severance costs, inefficient labour costs,
increased medical costs and right-of-use asset impairments and
inventory impairments associated with restructuring initiatives.
Free Cash FlowNG reconciling amounts are net of right-of-use asset
and property, plant and equipment impairments.
- Costs and recoveries associated with amendments to, and
closures of, the Company's pension plans. 2022 Q2 includes $7.0
million for the liability related to the closure of MCI’s Pembina
facility and withdrawal from the multi-employer pension plan. In
2023 Q4, the Company made the decision to continue operations of
the Pembina facility indefinitely, thereby reversing the above
adjustments made in 2022 Q2. Also included in Adjusted EBITDANG is
$4.8 million of pension past service costs incurred during 2023
Q1.
- Normalized to exclude non-operating costs related to an
insurance event that are not recoverable, or are related to the
deductible.
- Provision for sales taxes as a result of a previous state sales
tax review.
- Includes fair market value adjustments to interest rate swaps,
cash conversion option on the Company’s 5.0% convertible
debentures, and to the prepayment option on the Company’s second
lien debt. 2024 Q2 includes a gain of $0.2 million and 2023 Q2
includes a loss of $2.0 million for the interest rate swaps. 2024
Q2 includes a gain of $0.1 million and 2023 Q2 includes a loss of
$4.5 million on the cash conversion option. The prepayment option
had a gain of $0.6 million in 2024 Q2.
- Includes adjustments made related to expenses that pertain to
prior years. 2022 Q3 and 2022 Q4 includes expenses related to
amounts that should have been capitalized from prior years.
- Includes adjustments made related to items that occurred
outside of normal operations. This includes specified items
purchased in broker markets at a premium and associated broker
fees, which the Company provided to suppliers, and does not
normally directly purchase. Also included is the additional labour
costs associated with the shortage of the specified item.
- Includes 2022 Q4 impairment charges with respect to ARBOC's
goodwill of $23.2 million and the Alexander Dennis manufacturing
cash generating unit ("CGU")'s goodwill of $80.7 million.
- In 2024 Q1, the Company recognized an impairment loss on a New
Product Development (“NPD”) project for $1.0 million.
- As a result of the Company's comprehensive refinancing, the
Company had recognized an accounting gain in 2023 Q3 stemming from
the modification made to its senior secured credit facilities. In
2023 Q4, an accounting loss was recorded to adjust the gain on debt
modification.
- In 2024 Q2, the Company had recognized an accounting loss on
the debt extinguishment of the amendments made to the Manitoba
Development Corporation senior unsecured debt facility (“MDC Senior
Unsecured Facility”).
|
Reconciliation of
Net Loss to Adjusted Net Loss |
Adjusted Net Earnings (Loss)NG and Adjusted Net Earnings (Loss) per
ShareNG are not recognized measures under IFRS and do not have a
standardized meaning prescribed by IFRS. Accordingly, Adjusted Net
Earnings (Loss)NG and Adjusted Net Earnings (Loss) per ShareNG may
not be comparable to similar measures presented by other issuers.
Readers of this press release are cautioned that Adjusted Net
Earnings (Loss)NG and Adjusted Net Earnings (Loss) per ShareNG
should not be construed as an alternative to net earnings (loss),
or net earnings (loss) per Share, determined in accordance with
IFRS as indicators of the Company's performance. See Non-IFRS
Measures for the definition of Adjusted Net Earnings (Loss)NG and
Adjusted Net Earnings (Loss) per ShareNG. The following table
reconcile net loss to Adjusted Net Earnings (Loss)NG based on the
historical financial statements of the Company for the periods
indicated. |
|
($ thousands, except per Share figures) |
2024 Q2 |
|
2023 Q2 |
|
2024 Q2 LTM |
|
2023 Q2 LTM |
|
Net earnings (loss) |
2,547 |
|
(48,101 |
) |
(49,122 |
) |
(286,637 |
) |
|
|
|
|
|
Adjustments, net of tax1, 2 |
|
|
|
|
Unrealized foreign exchange (gain) loss |
(1,811 |
) |
3,085 |
|
(5,842 |
) |
(1,630 |
) |
Unrealized (gain) loss on interest rate swap |
(118 |
) |
1,386 |
|
171 |
|
(1,263 |
) |
Unrealized (gain) loss on Cash Conversion Option |
(80 |
) |
3,113 |
|
(1,409 |
) |
(2,294 |
) |
Unrealized gain on prepayment option of second lien debt3 |
(380 |
) |
- |
|
(2,578 |
) |
- |
|
Accretion in carrying value of long-term debt associated with debt
modification4 |
- |
|
- |
|
1,014 |
|
- |
|
Gain on debt modification5 |
- |
|
- |
|
(6,146 |
) |
- |
|
Accretion associated to gain on debt modification |
(336 |
) |
- |
|
(1,113 |
) |
- |
|
Loss on debt extinguishment6 |
161 |
|
- |
|
161 |
|
- |
|
Equity swap settlement fee7 |
- |
|
- |
|
2,428 |
|
- |
|
Equity settled stock-based compensation |
605 |
|
574 |
|
1,823 |
|
1,421 |
|
Loss (gain) on disposition of property, plant and equipment |
37 |
|
668 |
|
(143 |
) |
564 |
|
Past service costs and other pension costs8 |
- |
|
- |
|
(4,830 |
) |
3,287 |
|
Unrecoverable insurance costs and other9 |
(19 |
) |
- |
|
696 |
|
113 |
|
Expenses incurred outside of normal operations10 |
- |
|
331 |
|
(978 |
) |
3,786 |
|
Other tax adjustments11 |
- |
|
45 |
|
201 |
|
20,663 |
|
Out of period costs12 |
- |
|
- |
|
- |
|
(2,366 |
) |
Accretion in carrying value of convertible debt and cash conversion
option |
1,388 |
|
1,288 |
|
5,410 |
|
5,220 |
|
Prior year sales provision13 |
- |
|
- |
|
70 |
|
- |
|
Impairment loss on goodwill14 |
- |
|
- |
|
- |
|
103,900 |
|
Impairment loss on intangible assets15 |
- |
|
- |
|
709 |
|
- |
|
Restructuring costs16 |
1,096 |
|
2,369 |
|
2,740 |
|
11,166 |
|
Adjusted Net Earnings (Loss) |
3,090 |
|
(35,242 |
) |
(56,738 |
) |
(144,072 |
) |
|
|
|
|
|
Earnings (Loss) per Share (basic) |
0.02 |
|
(0.62 |
) |
(0.44 |
) |
(3.71 |
) |
Earnings (Loss) per Share (fully diluted) |
0.02 |
|
(0.62 |
) |
(0.44 |
) |
(3.71 |
) |
|
|
|
|
|
Adjusted Net Earnings (Loss) per Share (basic) |
0.03 |
|
(0.46 |
) |
(0.50 |
) |
(1.87 |
) |
Adjusted Net Earnings (Loss) per Share (fully diluted) |
0.03 |
|
(0.46 |
) |
(0.50 |
) |
(1.87 |
) |
|
|
|
|
|
|
|
|
|
- Addback items are derived from the historical financial
statements of the Company.
- The Company has utilized a rate of 31.0% to tax effect the
adjustments for the periods above.
- The unrealized gain on the prepayment option is related to the
Company's second lien debt instrument. The gain is the result of an
increase in the options fair value between March 31, 2024 and June
30, 2024.
- Normalized to exclude the over accretion of transaction costs
relating to the Company's senior secured credit facilities.
- As a result of the Company's comprehensive refinancing, the
Company has recognized an accounting gain stemming from the
modification made to its senior secured credit facilities.
- In 2024 Q2, the Company had recognized an accounting loss on
the debt extinguishment of the amendments made to the MDC Senior
Unsecured Facility.
- During the year the Company settled its equity swaps which were
used to hedge the exposure associated with changes in value of its
Shares with respect to outstanding management restricted units and
a portion of the outstanding performance share units, and deferred
share units.
- Costs and recoveries associated with amendments to, and
closures of, the Company's pension plans. 2022 Q2 includes $7.0
million for the liability related to the anticipated closure of
MCI’s Pembina facility and withdrawal from the multi-employer
pension plan. In 2023 Q4, the Company made the decision to continue
operations of the Pembina facility indefinitely, thereby reversing
the above adjustments made in 2022 Q2. Also included is $4.8
million of pension past service costs incurred during 2023 Q1.
- Normalized to exclude non-operating costs related to an
insurance event that are not recoverable, or are related to the
deductible.
- Includes adjustments made related to items that occurred
outside of normal operations. This includes specified items
purchased in broker markets at a premium and associated broker
fees, which the Company provided to suppliers, and does not
normally directly purchase. Also included is the additional labour
costs associated with the shortage of the specified item.
- Includes the impact of changes in deferred tax balances as a
result of substantively enacted tax rate changes. The 2022 amounts
include the impact of the revaluation of deferred tax balances due
to the enacted increase in the UK corporate tax rate from 19% to
25% in 2021 Q3. Also included in 2022 Q4 is the impact of the
reduction of deferred tax assets related to the derecognition of
loss carry forwards in Canada, and restricted interest in the
UK.
- Includes adjustments made related to expenses that pertain to
prior years. 2022 Q3 and 2022 Q4 includes expenses related to
amounts that should have been capitalized from prior years.
- Provision for sales taxes as a result of a previous state sales
tax review.
- Includes 2022 Q4 impairment charges with respect to ARBOC's
goodwill of $23.2 million and the Alexander Dennis manufacturing
CGU's goodwill of $80.7 million.
- In 2024 Q1, the Company recognized an impairment loss on a NPD
project for $1.0 million.
- Normalized to exclude non-operating restructuring costs. Costs
primarily relate to severance costs, inefficient labour costs,
increased medical costs and right-of-use asset impairments and
inventory impairments associated with other restructuring
initiatives. Free Cash FlowNG reconciling amounts are net of
right-of-use asset and property, plant and equipment
impairments.
|
Reconciliation of
Shareholders' Equity to Invested Capital |
The following table reconciles Shareholders' Equity to Invested
Capital. The average invested capital for the last twelve months is
used in the calculation of ROICNG. ROICNG is not a recognized
measure under IFRS and does not have a standardized meaning
prescribed by IFRS. Accordingly, ROIC may not be comparable to
similar measures presented by other issuers. See Non-IFRS Measures
for the definition of ROICNG. |
|
($ thousands) |
2024 Q2 |
|
2024 Q1 |
|
2023 Q4 |
|
2023 Q3 |
|
Shareholders' Equity |
704,031 |
|
697,580 |
|
702,913 |
|
706,177 |
|
|
|
|
|
|
Addback |
|
|
|
|
Long term debt |
576,145 |
|
562,324 |
|
536,037 |
|
583,948 |
|
Second lien debt |
172,910 |
|
172,568 |
|
172,396 |
|
172,975 |
|
Obligation under lease |
131,382 |
|
135,959 |
|
138,003 |
|
130,102 |
|
Convertible Debentures |
225,628 |
|
225,972 |
|
228,985 |
|
221,427 |
|
Senior unsecured debt |
54,997 |
|
61,081 |
|
61,796 |
|
60,838 |
|
Derivatives |
(2,740 |
) |
(1,783 |
) |
8,010 |
|
6,814 |
|
Cash |
(77,445 |
) |
(68,491 |
) |
(49,615 |
) |
(75,498 |
) |
Bank indebtedness |
- |
|
- |
|
- |
|
- |
|
Invested Capital |
1,784,908 |
|
1,785,210 |
|
1,798,525 |
|
1,806,783 |
|
Average of invested capital over the quarter |
1,785,059 |
|
1,791,868 |
|
1,802,654 |
|
1,803,734 |
|
|
|
|
|
|
|
2023 Q2 |
2023 Q1 |
2022 Q4 |
2022 Q3 |
Shareholders' Equity |
495,140 |
|
533,756 |
|
577,575 |
|
710,984 |
|
|
|
|
|
|
Addback |
|
|
|
|
Long term debt |
935,605 |
|
911,203 |
|
896,626 |
|
859,297 |
|
Second lien debt |
- |
|
- |
|
- |
|
- |
|
Capital leases |
124,405 |
|
127,247 |
|
131,625 |
|
122,666 |
|
Convertible Debentures |
225,081 |
|
218,719 |
|
217,516 |
|
211,281 |
|
Senior unsecured debt |
87,363 |
|
86,431 |
|
- |
|
- |
|
Derivatives |
(9,422 |
) |
(17,164 |
) |
(21,620 |
) |
(18,904 |
) |
Cash |
(57,488 |
) |
(59,375 |
) |
(49,987 |
) |
(39,832 |
) |
Bank indebtedness |
- |
|
- |
|
- |
|
- |
|
Invested Capital |
1,800,684 |
|
1,800,817 |
|
1,751,735 |
|
1,845,492 |
|
Average of invested capital over the quarter |
1,800,751 |
|
1,776,276 |
|
1,798,614 |
|
1,822,554 |
|
|
|
|
|
|
|
|
|
|
Appendix B - Non-IFRS Measures and
Forward-Looking Statements
Non-IFRS Measures
References to “Adjusted EBITDA” are to earnings
before interest, income taxes, depreciation and amortization after
adjusting for the effects of certain non-recurring and/or
non-operations related items and expenses incurred outside the
normal course of operations that do not reflect the current ongoing
cash operations of the Company. These adjustments include gains or
losses on disposal of property, plant and equipment, fair value
adjustment for total return swap, unrealized foreign exchange
losses or gains on non-current monetary items and forward foreign
exchange contracts, costs associated with assessing strategic and
corporate initiatives, past service costs and other pension costs
or recovery, non-operating costs or recoveries related to business
acquisition, fair value adjustment to acquired subsidiary company's
inventory and deferred revenue, proportion of the total return swap
realized, equity settled stock-based compensation, expenses
incurred outside the normal course of operations, recovery of
currency transactions, prior year sales tax provision, COVID-19
costs and impairment loss on goodwill and non-operating
restructuring costs.
References to "NOPAT" are to Adjusted EBITDA
less depreciation of plant and equipment, depreciation of
right-of-use assets and income taxes at a rate of 31%.
“Free Cash Flow” means net cash generated by or
used in operating activities adjusted for changes in non-cash
working capital items, interest paid, interest expense, income
taxes paid, current income tax expense, repayment of obligation
under lease, cash capital expenditures, acquisition of intangible
assets, proceeds from disposition of property, plant and equipment,
costs associated with assessing strategic and corporate
initiatives, fair value adjustment to acquired subsidiary company's
inventory and deferred revenue, defined benefit funding, defined
benefit expense, past service costs and other pension costs or
recovery, expenses incurred outside the normal course of
operations, proportion of total return swap, unrecoverable
insurance costs, prior year sales tax provision, non-operating
restructuring costs, extraordinary COVID-19 costs, foreign exchange
gain or loss on cash held in foreign currency.
References to "ROIC" are to NOPAT divided by
average invested capital for the last twelve month period
(calculated as to shareholders’ equity plus long-term debt,
obligations under leases, other long-term liabilities and
derivative financial instrument liabilities less cash).
References to "Adjusted Net Earnings (Loss)" are
to net earnings (loss) after adjusting for the after tax effects of
certain non-recurring and/or non-operational related items that do
not reflect the current ongoing cash operations of the Company
including: fair value adjustments of total return swap, unrealized
foreign exchange loss or gain, unrealized gain or loss on the
interest rate swap, impairment loss on goodwill, portion of the
total return swap realized, costs associated with assessing
strategic and corporate initiatives, fair value adjustment to
acquired subsidiary company's inventory and deferred revenue,
equity settled stock-based compensation, gain or loss on disposal
of property, plant and equipment, past service costs and other
pension costs or recovery, recovery on currency transactions,
expenses incurred outside the normal course of operations prior
year sales tax provision, COVID-19 costs and non-operating
restructuring costs .
References to "Adjusted Net Earnings (Loss) per
Share" are to Adjusted Net Earnings (Loss) divided by the average
number of Shares outstanding.
Management believes Adjusted EBITDA, ROIC, Free
Cash Flow, Adjusted Net Earnings (Loss) and Adjusted Net Earnings
(Loss) per Share are useful measures in evaluating the performance
of the Company. However, Adjusted EBITDA, ROIC, Free Cash Flow,
Adjusted Net Earnings (Loss) and Adjusted Earnings (Loss) per Share
are not recognized earnings or cash flow measures under IFRS and do
not have standardized meanings prescribed by IFRS. Readers of this
press release are cautioned that ROIC, Adjusted Net Earnings (Loss)
and Adjusted EBITDA should not be construed as an alternative to
net earnings or loss or cash flows from operating activities
determined in accordance with IFRS as an indicator of NFI’s
performance, and Free Cash Flow should not be construed as an
alternative to cash flows from operating, investing and financing
activities determined in accordance with IFRS as a measure of
liquidity and cash flows. A reconciliation of net earnings (loss)
to Adjusted EBITDA, based on the Financial Statements, has been
provided under the headings “Reconciliation of Net Loss to Adjusted
EBITDA and Net Operating Profit After Taxes”. A reconciliation of
net earnings (loss) to Adjusted Net Earnings (Loss) is provided
under the heading “Reconciliation of Net Loss to Adjusted Net
Loss”.
NFI's method of calculating Adjusted EBITDA,
ROIC, Free Cash Flow, Adjusted Net Earnings and Adjusted Net
Earnings per Share may differ materially from the methods used by
other issuers and, accordingly, may not be comparable to similarly
titled measures used by other issuers. Dividends paid from Free
Cash Flow are not assured, and the actual amount of dividends
received by holders of Shares will depend on, among other things,
the Company's financial performance, debt covenants and
obligations, working capital requirements and future capital
requirements, all of which are susceptible to a number of risks, as
described in NFI’s public filings available on SEDAR at
www.sedarplus.ca.
"Total Liquidity" is not a recognized measure
under IFRS and does not have a standardized meaning prescribed by
IFRS. The Company defines liquidity as cash on-hand plus available
capacity under its credit facilities without consideration given to
the $50 minimum liquidity requirement under the Company’s senior
credit facilities.
The value of the Company’s "backlog" is not a
recognized measure under IFRS and does not have a standardized
meaning prescribed by IFRS.
References to NFI's geographic regions for the
purpose of reporting global revenues are as follows: "North
America" refers to Canada, United States, and Mexico; United
Kingdom and Europe refer to the United Kingdom and Europe; and
"Asia Pacific" or "APAC" refers to Hong Kong, Malaysia, Singapore,
Australia, and New Zealand.
Forward-Looking Statements
This press release contains “forward-looking
information” and “forward-looking statements” within the meaning of
applicable Canadian securities laws, which reflect the expectations
of management regarding the Company’s future growth, financial
performance, and liquidity and objectives and the Company’s
strategic initiatives, plans, business prospects and opportunities,
including the impact of and recovery from the COVID-19 pandemic,
supply chain disruptions and plans to address them. The words
“believes”, “views”, “anticipates”, “plans”, “expects”, “intends”,
“projects”, “forecasts”, “estimates”, “guidance”, “goals”,
“objectives”, “targets” and similar words or expressions of future
events or conditional verbs such as “may”, “will”, “should”,
“could”, “would” are intended to identify forward-looking
statements. These forward-looking statements reflect management’s
current expectations regarding future events (including the
temporary nature of the supply chain disruptions and operational
challenges, production improvement, labour supply shortages and
labour rates, the recovery of the Company’s markets and the
expected benefits to be obtained through its “NFI Forward”
initiatives) and the Company’s financial and operating performance
and speak only as of the date of this press release. By their very
nature, forward-looking statements require management to make
assumptions and involve significant risks and uncertainties, should
not be read as guarantees of future events, performance or results,
and give rise to the possibility that management’s predictions,
forecasts, projections, expectations or conclusions will not prove
to be accurate, that the assumptions may not be correct and that
the Company’s future growth, financial condition, ability to
generate sufficient cash flow and maintain adequate liquidity, and
the Company’s strategic initiatives, objectives, plans, business
prospects and opportunities, including the Company’s plans and
expectations relating to the impact of and recovery from the
COVID-19 pandemic, supply chain disruptions, operational
challenges, labour supply shortages and inflationary and labour
rate pressures, will not occur or be achieved.
A number of factors that may cause actual
results to differ materially from the results discussed in the
forward-looking statements include: the Company’s business,
operating results, financial condition and liquidity may be
materially adversely impacted by the aftermath and ongoing impacts
of the global COVID-19 pandemic and related supply chain and
operational challenges, inflationary effects, and labour supply
challenges; while the Company is closely managing its liquidity, it
is possible that various events (such as delayed deliveries and
customer acceptances, delayed customer payments, supply chain
issues, product recalls and warranty claims) could significantly
impair the Company’s liquidity and there can be no assurance that
the Company would be able to obtain additional liquidity when
required in such circumstances; the Company’s business, operating
results, financial condition and liquidity may be materially
adversely impacted by ongoing conflicts in Ukraine, Russia, Israel
and Palestine, due to factors including but not limited to further
supply chain disruptions, inflationary pressures and tariffs on
certain raw materials and components that may be necessary for the
Company’s operations; funding may not continue to be available to
the Company’s customers at current levels or at all; the Company’s
business is affected by economic factors and adverse developments
in economic conditions which could have an adverse effect on the
demand for the Company’s products and the results of its
operations; currency fluctuations could adversely affect the
Company’s financial results or competitive position; interest rates
could change substantially, materially impacting the Company’s
revenue and profitability; an active, liquid trading market for the
Shares and/or the Debentures may cease to exist, which may limit
the ability of securityholders to trade Shares and/or Debentures;
the market price for the Shares and/or the Debentures may be
volatile; if securities or industry analysts do not publish
research or reports about the Company and its business, if they
adversely change their recommendations regarding the Shares or if
the Company’s results of operations do not meet their expectations,
the Share price and trading volume could decline, in addition, if
securities or industry analysts publish inaccurate or unfavorable
research about the Company or its business, the Share price and
trading volume of the Shares could decline; competition in the
industry and entrance of new competitors; current requirements
under U.S. “Buy America” regulations may change and/or become more
onerous or suppliers’ “Buy America” content may change; failure of
the Company to comply with the U.S. Disadvantaged Business
Enterprise (“DBE”) program requirements or the failure to have its
DBE goals approved by the U.S. FTA; absence of fixed term customer
contracts, exercise of options and customer suspension or
termination for convenience; local content bidding preferences in
the United States may create a competitive disadvantage;
requirements under Canadian content policies may change and/or
become more onerous; the Company’s business may be materially
impacted by climate change matters, including risks related to the
transition to a lower-carbon economy; operational risk resulting
from inadequate or failed internal processes, people and/or systems
or from external events, including fiduciary breaches, regulatory
compliance failures, legal disputes, business disruption,
pandemics, floods, technology failures, processing errors, business
integration, damage to physical assets, employee safety and
insurance coverage; the Company may not be able to maintain
performance bonds or letters of credit required by its contracts or
obtain performance bonds and letters of credit required for new
contracts; international operations subject the Company to
additional risks and costs and may cause profitability to decline;
compliance with international trade regulations, tariffs and
duties; dependence on unique or limited sources of supply;
dependence on supply of engines that comply with emission
regulations; a disruption, termination or alteration of the supply
of vehicle chassis or other critical components from third-party
suppliers could materially adversely affect the sales of certain of
the Company’s products; the Company’s profitability can be
adversely affected by increases in raw material and component
costs; the Company may incur material losses and costs as a result
of product warranty costs, recalls, failure to comply with motor
vehicle manufacturing regulations and standards and the remediation
of transit buses and motor coaches; production delays may result in
liquidated damages under the Company’s contracts with its
customers; catastrophic events, including those related to impacts
of climate change, may lead to production curtailments or
shutdowns; the Company may not be able to successfully renegotiate
collective bargaining agreements when they expire and may be
adversely affected by labour disruptions and shortages of labour;
the Company’s operations are subject to risks and hazards that may
result in monetary losses and liabilities not covered by insurance
or which exceed its insurance coverage; the Company may be
adversely affected by rising insurance costs; the Company is
subject to litigation in the ordinary course of business and may
incur material losses and costs as a result of product liability
and other claims; the Company may have difficulty selling pre-owned
coaches and realizing expected resale values; the Company may incur
costs in connection with regulations relating to axle weight
restrictions and vehicle lengths; the Company may be subject to
claims and liabilities under environmental, health and safety laws;
dependence on management information systems and cyber security
risks; the Company’s ability to execute its strategy and conduct
operations is dependent upon its ability to attract, train and
retain qualified personnel, including its ability to retain and
attract executives, senior management and key employees; the
Company may be exposed to liabilities under applicable
anti-corruption laws and any determination that it violated these
laws could have a material adverse effect on its business; the
Company’s risk management policies and procedures may not be fully
effective in achieving their intended purposes; internal controls
over financial reporting, no matter how well designed, have
inherent limitations; there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures,
including the possibility of human error and the circumvention or
overriding of the controls and procedures; ability to successfully
execute strategic plans and maintain profitability; development of
competitive or disruptive products, services or technology;
development and testing of new products or model variants;
acquisition risk; reliance on third-party manufacturers;
third-party distribution/dealer agreements; availability to the
Company of future financing; the Company may not be able to
generate the necessary amount of cash to service its existing debt,
which may require the Company to refinance its debt; the Company’s
substantial consolidated indebtedness could negatively impact the
business; the restrictive covenants in the Company’s credit
facilities could impact the Company’s business and affect its
ability to pursue its business strategies; in December 2022, the
Board made the decision to suspend the payment of dividends given
credit agreement constraints and to support the Company’s focus on
improving its liquidity and financial position and the resumption
of dividends is not assured or guaranteed; a significant amount of
the Company’s cash may be distributed, which may restrict potential
growth; the Company is dependent on its subsidiaries for all cash
available for distributions; Coliseum has a significant influence
over the Company and its interests may not align with those of the
Company’s other securityholders; the Company may not be able to
make principal payments on the Debentures; redemption by the
Company of the Debentures for Shares will result in dilution to
holders of Shares; Debentures may be redeemed by the Company prior
to maturity; the Company may not be able to repurchase the
Debentures upon a change of control as required by the trust
indenture under which the Debentures were issued (the “Indenture”);
conversion of the Debentures following certain transactions could
lessen or eliminate the value of the conversion privilege
associated with the Debentures; future sales or the possibility of
future sales of a substantial number of Shares or Debentures may
impact the price of the Shares and/or the Debentures and could
result in dilution; payments to holders of the Debentures are
subordinated in right of payment to existing and future Senior
Indebtedness (as described under the Indenture) and will depend on
the financial health of the Company and its creditworthiness; if
the Company is required to write down goodwill or other intangible
assets, its financial condition and operating results would be
negatively affected; and income and other tax risk resulting from
the complexity of the Company’s businesses and operations and the
income and other tax interpretations, legislation and regulations
pertaining to the Company’s activities being subject to continual
change.
Factors relating to the aftermath and ongoing
effects of the global COVID-19 pandemic include: ongoing economic
and social disruptions; production rates may not increase as
planned and may decrease; ongoing and future supply delays and
shortages of parts and components, and shipping and freight delays,
and disruption to or shortage of labour supply may continue or
worsen; the pandemic has adversely affected operations of suppliers
and customers and those effects may continue or worsen; the
increase in customers' purchase of Company's products may not
continue and may reverse; the supply of parts and components by
suppliers continues to be challenged and may deteriorate; the
recovery of the Company’s markets in the future may not continue
and demand may be lower than expected; the Company’s ability to
obtain access to additional capital if required may be impaired;
and the Company’s financial performance and condition, obligations,
cash flow and liquidity and its ability to maintain compliance with
the covenants under its credit facilities may be impaired. There
can be no assurance that the Company will be able to maintain
sufficient liquidity for an extended period or have access to
additional capital or government financial support; and there can
be no assurance as to if or when production operations will return
to pre-pandemic production rates. There is also no assurance that
governments will provide continued or adequate stimulus funding for
public transit agencies to purchase transit vehicles or that public
or private demand for the Company’s vehicles will return to
pre-pandemic levels on a sustained basis in the anticipated period
of time.
The Company cautions that the COVID-19 pandemic
may return or worsen or other pandemics or similar events may
arise. Such events are inherently unpredictable and may have severe
and far-reaching impacts on the Company's operations, markets, and
prospects.
Factors relating to the Company's “NFI Forward”
initiatives include: the Company's ability to successfully execute
the initiative and to generate the planned savings in the expected
time frame or at all; management may have overestimated the amount
of savings and production efficiencies that can be generated or may
have underestimated the amount of costs to be expended; the
implementation of the initiative may take longer than planned to
achieve the expected savings; further restructuring and
cost-cutting may be required in order to achieve the objectives of
the initiative; the estimated amount of savings generated under the
initiative may not be sufficient to achieve the planned benefits;
combining business units and/or reducing the number of production
or parts facilities may not achieve the efficiencies anticipated;
and the impact of the continuing global COVID-19 pandemic, supply
chain challenges and inflationary pressures. There can be no
assurance that the Company will be able to achieve the anticipated
financial and operational benefits, cost savings or other benefits
of the initiative.
Factors relating to the Company’s financial
guidance and targets disclosed in this press release include, in
addition to the factors set out above, the degree to which actual
future events accord with, or vary from, the expectations of, and
assumptions used by, the Company’s management in preparing the
financial guidance and targets and the Company’s ability to
successfully execute the “NFI Forward” initiatives and to generate
the planned savings in the expected time frame or at all.
Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that could
cause actions, events or results not to be as anticipated,
estimated or intended or to occur or be achieved at all. Specific
reference is made to “Risk Factors” in the Company’s Annual
Information Form for a discussion of the factors that may affect
forward-looking statements and information. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements and information.
The forward-looking statements and information contained herein are
made as of the date of this press release (or as otherwise
indicated) and, except as required by law, the Company does not
undertake to update any forward-looking statement or information,
whether written or oral, that may be made from time to time by the
Company or on its behalf. The Company provides no assurance that
forward-looking statements and information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers and investors should not place undue reliance on
forward-looking statements and information.
NFI (TSX:NFI.DB)
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