Financial Results
Fiscal 2019
March 11, 2020
NOTES TO READERS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR
THE 13-WEEKS AND 52-WEEKS ENDED DECEMBER 29, 2019
Information in this Management’s Discussion and Analysis (“MD&A”) relating to the financial condition and results of
operations of NFI Group Inc. (“NFI”) is supplemental to, and should be read in conjunction with, NFI’s audited
consolidated financial statements (including notes) (the “Financial Statements”) for the 52-week period ended
December 29, 2019. This MD&A contains forward-looking statements, which are subject to a variety of factors that could
cause actual
results to differ materially from those contemplated by the forward-looking statements. See
“Forward-looking Statements” in Appendix B. Some of the factors that could cause results or events to differ from
current expectations include, but are not limited to, the factors described in the public filings of NFI available on SEDAR
at www.sedar.com. The Financial Statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) and, except where otherwise indicated, are presented in U.S. dollars, which is the functional
currency of NFI. Unless otherwise indicated, the financial information contained in this MD&A has been prepared in
accordance with IFRS and references to “$” or “dollars” mean U.S. dollars.
Period from December 31, 2018 to December 29, 2019
Period from January 1, 2018 to December 30, 2018
(“Fiscal 2019”)
(“Fiscal 2018”)
Period End Date
Quarter 1
March 31, 2019
("2019 Q1")
Quarter 2
June 30, 2019
("2019 Q2")
Quarter 3
September 29, 2019
("2019 Q3")
Quarter 4
December 29, 2019
("2019 Q4")
Fiscal
year
December 29, 2019
# of
Calendar
Weeks
13
13
13
13
52
Period End Date
April 1, 2018
July 1, 2018
("2018 Q1")
("2018 Q2")
September 30, 2018
("2018 Q3")
December 30, 2018
("2018 Q4")
December 30, 2018
# of
Calendar
Weeks
13
13
13
13
52
Specific references, definitions and non-GAAP measures are used throughout this MD&A, please see "Meaning of Certain
References" and "Definitions of Adjusted EBITDA, ROIC, Free Cash Flow, Adjusted Net Earnings, Adjusted Earnings per
Share, and Regions including: North America, UK and Europe, Asia Pacific and Other" and EU’s in Appendix B.
Buses manufactured by New Flyer and ADL's single and double deck buses are classified as "transit buses". ARBOC
manufactures body on-chassis or “cutaway” and "medium-duty" buses that service transit, paratransit, and shuttle
applications. Collectively, transit buses, medium-duty buses and cutaways, are referred to as "buses". A “motor coach”
or “coach” is a 35-foot to 45-foot over-the-highway bus typically used for intercity transportation and travel over longer
distances than heavy-duty transit buses, and is typically characterized by (i) one or two axles in the rear (related to the
weight of the vehicle), (ii) high deck floor, (iii) baggage compartment under the floor, (iv) high-backed seats with a
coach-style interior (often including a lavatory and underfloor baggage compartments), and (v) no room for standing
passengers. “Product lines” include heavy-duty transit, motor coach, pre-owned coach and cutaway and medium-duty.
All of the data presented in this MD&A with respect to the number of transit buses, medium-duty buses, cutaways and
motor coaches in service and delivered, is measured in, or based on, “equivalent units”. One equivalent unit (or “EU”)
represents one production slot, being one 30-foot, 35-foot, 40-foot, 45-foot heavy-duty transit bus, one double deck
bus, one medium-duty bus, one cutaway bus or one motor coach, whereas one articulated transit bus represents two
equivalent units. An articulated transit bus is an extra-long transit bus (approximately 60-feet in length), composed of
two passenger compartments connected by a joint mechanism. The joint mechanism allows the vehicle to bend when
the bus turns a corner, yet have a continuous interior.
A summary of the Company’s order, delivery and backlog information can be found in Appendix C.
Effective December 31, 2018, the Company adopted IFRS 16, the accounting standard which specifies how to recognize,
present and disclose leases. This standard provides a single lessee accounting model, requiring lessees to recognize
assets and liabilities for all major leases. On transition, the Company has elected to use the following practical
expedients and policies:
• To utilize the modified retrospective approach to adopting the standard, accordingly comparative information for
2018 has not been restated
• To utilize the definition of a lease under International Accounting Standard 17 to identify contracts that are, or
contain, leases
• To exclude the recognition of the right-of-use asset and lease liability for leases with a term of twelve months or less
• To exclude the recognition of the right-of-use asset and lease liability for leases and of low-value assets and to value
the right-of-use asset as equal to the lease liability, adjusting for related amounts prepaid or accrued
The impact of the adoption of IFRS 16 primarily impacts NFI’s Gross Margin, Adjusted EBITDA, Net earnings and Adjusted
Net Earnings, and the associated per common share (“Share”) amounts, Return on Invested Capital (“ROIC”) and several
balance sheet accounts as reported in the Financial Statements and MD&A.
2
DEMONSTRATING OUR RESILIENCY
Fellow shareholders,
Fiscal 2019 was a period of significant milestones for NFI as we
completed the transformative acquisition of Alexander Dennis
Limited and continued to secure our position as a market
leader in zero emission buses. NFI is now one of the world’s
independent bus and coach manufacturers with
largest
operations in 10 countries and with 9,300 team members
around the world supporting a fleet of over 105,000 vehicles in
service. We are solely focused on bus and coach design,
manufacture, service and support which provides a competitive
advantage over many of our more broad competitors.
While there were many achievements during 2019, they were
somewhat offset by challenges. The combination of learning
curve associated with the launch of several new bus and coach
models and the ramp-up of a parts fabrication facility in
Kentucky were not as successful as originally planned, resulting
in operational issues and significant work-in-progress build up.
One year does not a company make. The successful execution
of our company wide plan to reduce work-in-progress inventory
significantly contributed lowering our total debt and leverage
ratio by year-end. We have now moved past the challenges that
impacted us in 2019 and are focused on delivering results in
2020. We expect to see growth in revenue, Adjusted EBITDA,
Free Cash Flow and EPS while maintaining leadership positions
in all of our core markets, and delivering an increasingly broad
portfolio of mobility solutions to our customers.
As we begin this new decade we look forward with increased
confidence, based on our fourth quarter 2019 financial results
which saw record quarterly vehicle deliveries and the highest
revenue and Adjusted EBITDA in NFI’s history. Management and
the Board are aligned and focused on driving results in 2020
while also ensuring that we deliver for all our stakeholders
including our employees, customers (and their customers),
shareholders,
suppliers, our community partners and the
environment. The addition of ADL to the NFI Group adds scope
and scale plus substantial international experience that will
play a key role in our future.
Social and environmental governance have always been pillars
for NFI and will continue to be a focus. Finally, in a rapidly
changing global economy the Board is ensuring that we have
the appropriate risk mitigation plans in place to ensure that NFI
Group is prepared for obstacles as they arise.
The Honourable Brian V. Tobin, P.C.,
OC. Chairman of the Board
NFI Group Inc.
Paul Soubry
President & Chief Executive Officer
NFI Group Inc.
“Following a challenging year
in 2019 we are focused on
delivering on our 2020 plan and
driving shareholder returns
through performance and
dividends”
3
A LEADING INDEPENDENT GLOBAL BUS AND
COACH MANUFACTURER
FY 2019 Highlights (US$)
$2.9 billion
Revenue
5,315
EUs delivered
$322 million
Adjusted EBITDA
$160 million
Free Cash Flow
$1.65
Adjusted Net Earnings per Share
$5.2 billion
Ending Backlog of 10,742 EUs
105,000
Vehicles in Service
9,300
Team Members
4
KEY PERFORMANCE INDICATORS
Deliveries (EUs)
1,126
1,845
$662
$918
Q4 '18
Q4 '19
FY 18
FY 19
Revenue
Q4 '18¹
Q4 '19¹
FY 18
FY 19
Adjusted EBITDA 2
4,313
5,315
$2,519
$2,893
$80
$104
12.1% margin
11.2% margin
Increase in quarterly deliveries was driven by NFI’s transformative
acquisition of ADL and the Company’s focus on work-in-progress
(“WIP”) reduction. NFI reported record fourth quarter deliveries of
1,845 EUs, an increase of 64% from 2018. All three product lines of
NFI saw increases in quarterly deliveries.
For the year NFI delivered 5,215 EUs, an increase of 23%, driven by
the strength of fourth quarter deliveries.
The significant increase in deliveries drove record quarterly and
annual revenue. Revenue increased by 39% from 2019 Q4 to 2018
Q4.
Full year revenue increased by 15% to a record $2.9 billion driven
by the acquisition of ADL and NFI’s strong fourth quarter.
Fourth quarter Adjusted EBITDA increased by 30% primarily as a
result of record deliveries and revenue, favourable sales mix
within the Aftermarket segment and reduced corporate expenses
related to lower performance incentives offset by higher SG&A
costs from the acquisition of ADL.
$315
$322
12.5% margin
11.1% margin
$308
10.6% margin
Full year Adjusted EBITDA increased by 2% with the strong fourth-
quarter results offset by delivery challenges experienced during
learning curve
the first
challenges on new products and margin pressure within the bus
and coach businesses. Excluding the impact of IFRS 16, Fiscal 2019
Adjusted EBITDA would have been $308.0 million
three quarters of 2019 from KMG,
Net Earnings
Q4 '18¹
Q4 '19¹
FY 18
FY 19
FY 19
excl. IFRS 16
$43
$0.69 per share
$34
$0.55 per share
$58
$62
$160
$2.56 per share
$0.93 per share
$1.00 per share
Adjusted Net Earnings 2
$45
$0.72 per share
$31
$0.49 per share
Fourth quarter net earnings decreased by 20% driven by
adjustments for purchase accounting, higher interest and income
taxes.
EBITDA,
Adjusted
Full year net earnings decreased due to the same items that
costs,
impacted
adjustments for purchase accounting, interest on long-term debt,
and fair value adjustments on foreign exchange and interest
contracts. Full year net earnings, excluding the impact of IFRS 16,
was $62 million or $1.00 per share.
acquisition
plus
ADL
Fourth quarter Adjusted net earnings decreased by 31%. The
decrease was driven by the items noted above for net earnings as
well as the adjustment for a $4 million gain on interest rate swap
in 2019 Q4, compared to the adjustment of a $2 million loss in
2018 Q4.
Q4 '18
Q4 '19
FY 18
FY 19
FY 19
excl. IFRS 16
Q4 '18
Q4 '19
FY 18
FY 19
FY 19
excl. IFRS 16
$168
$2.69 per share
$102
$106
$1.65 per share
$1.71 per share
Full year Adjusted net earnings decreased by 39% due to the items
noted above in net earnings, offset by adjustments related to
costs and fair value adjustments associated with the purchase of
ADL. A full reconciliation of Adjusted net earnings for both the
quarter and Fiscal 2019 is provided on page 18. Full year Adjusted
net earnings, excluding the impact of IFRS 16, was $106 million.
1 Unaudited quarterly results
2 Non-IFRS Measure – See Appendix B
5
KEY PERFORMANCE INDICATORS
Fourth quarter Free Cash Flow increased by 16% year-over-year
due to the increases in revenue and Adjusted EBITDA, and lower
cash capital expenditures offset by higher interest and taxes.
Full year Free Cash Flow was essentially flat with Fiscal 2018 as
higher Adjusted EBITDA and lower capital expenditures were
offset by higher taxes and interest expense.
2019 Q4 declared dividends increased by 16% as a result of the
Board of Directors approving a 13% increase in the dividend per
Share rate in March 2019 partially offset by a lower number of
Shares outstanding as a result of the purchases of Shares by the
Company under its the Normal Course Issuer Bid (“NCIB”) in 2019
Q1. Offsetting NCIB purchases was the issuance of shares as part
of the proceeds of the ADL transaction completed in May 2019.
Fiscal 2019 declared dividends increased by 17% due to the higher
dividend per Share rate in offset by the lower number of Shares as
a result of the Company’s use of its NCIB, which were somewhat
offset by the ADL transaction.
Dividends declared represent a payout ratio of 41% in 2019 Q4 and
50% in Fiscal 2019
Total Leverage Ratio of 3.24x decreased by 0.51x from 2019 Q3 to
2019 Q4. The decrease Leverage primarily relates to changes in
non-cash working capital due to decreases in work-in-progress
(“WIP”) inventory, somewhat offset by the amount of capital
returned to shareholders through dividends.
Backlog was relatively stable from 2018 Q4 to 2019 Q4, and down
by 852 EUs from 2019 Q3. The third quarter backlog was
especially high due to pent-up deliveries through the first three
quarters of the year as a result of the build-up of WIP. Backlog
lowered in the fourth quarter as the Company executed on its WIP
recovery plan and completed record deliveries.
The ending backlog at 2019 Q4 included 4,224 EU firm and 6,518
EU option orders.
Free Cash Flow 2
$42.4
$49.0
Q4 '18
Q4 '19
FY 18
FY 19
Declared Dividends ($CAD)
$159.6
$160.4
$90
$106
2.09x
3.43x
3.75x
3.24x
10,833
11,594
10,742
$23
$27
Q4 '18¹
Q4 '19¹
FY 18
FY 19
Total Leverage Ratio
Q4 '18
Q2 '19
Q3 '19
Q4 '19
Backlog (EUs)
Q4 ' 18
Q3 '19
Q4 '19
ROIC2
Q4'18
LTM
Q4'19
LTM
13.7%
9.7%
ROIC decreased 4 percentage points with overall improvements to
Adjusted EBITDA from higher deliveries and aftermarket growth
offset by delivery challenges felt during the first three quarters of
2019 from KMG, learning curve on new products, invested capital
related to the acquisition of ADL, elevated working capital from
higher WIP and margin pressure within the coach business. In
addition ROIC was also impacted by accounting adjustments
related to the ADL acquisition.
1 Unaudited quarterly results
2 Non-IFRS Measure – See Appendix B
6
2019 Q4 HIGHLIGHTS
During the fourth quarter of 2019 the Company was focused on executing its
WIP reduction plan while continuing to complete integration activities with ADL.
Management is pleased to report that nearly all of the targeted excess vehicles
in WIP were delivered during the quarter and that delivery activity for the
period was also very busy for private motor coach, low-floor and medium-duty
cutaway, and ADL vehicles.
The Company continued to pay its quarterly dividend of C$0.425 per share
(annual rate of C$1.70 per share) resulting in a payout ratio for Fiscal 2019 of
50%. The board of directors of NFI (the “Board") expects to maintain dividends
at this rate on a quarterly basis, although such dividends are not assured. The
Board will consider potential dividend increases as total leverage is decreased
as per the ADL acquisition plan.
Other significant events during the quarter included:
• The 2019 Q4 Canada and U.S. active Bid Universe continued to show strength
with active bids up by 1,963 EUs compared to 2018 Q4, and the total Bid
Universe up by 4,223, representing increases of 72% and 18%, respectively.
• Canadian and U.S. heavy-duty transit markets finished 2019 with deliveries of
6,753 EU, up 4% over 2018, based on industry sources. The American Bus
Association reported coach market deliveries of 2,053 EUs in 2019 down by
10% from 2018. New Flyer market share for 2019 was 41.2%, down 1.6% from
the previous year, due primarily to New Flyer deliveries being impacted by
operational challenges. MCI market share was 46.1%, up 1.2% from 2018 with
increased penetration from its new models.
• Based on data from the Society of Motor Manufacturers and Traders, ADL’s
largest market, UK transit, finished with deliveries of 1,728 EUs, down 13%
from 2018. ADL increased its market share to 72%, up from 67% in 2018.
Other ADL markets remained broadly stable with Hong Kong moving past its
peak delivery cycle.
• MCI received significant orders for its D45 Commuter Rapid Transit Low Entry
("D45 CRT LE") diesel commuter vehicles from customers in Phoenix, AZ and
the Bay Area in California.
• ADL continued its strong relationship with Hong Kong customer Kowloon
Motor Bus Co., with an order for an additional 180 Enviro500 double deck
buses.
• NFI continued to realize upon its strategy to be the leader in zero-emission
buses (“ZEBs”) and had the largest share of 2019 ZEB deliveries in North
America and UK heavy-duty transit markets. NFI had battery electric bus
deliveries from ADL into London and Glasgow and new orders in the UK and
New Zealand. New Flyer delivered ZEBs into Toronto, Los Angeles, Laval and
San Diego. New Flyer also received new orders in New York, NY and was
selected by the California Department of General Services as an approved
supplier for zero-emission buses.
• MCI debuted its 2020 model lineup with a preview of its new battery-electric
D45 CRT LE vehicle.
• ADL completed a demo of its autonomous Enviro200 vehicle in Glasgow at the
Connected and Autonomous Vehicle Summit.
• NFI held its November 2019 Investor Day in Toronto to update the market on
its strategic priorities surrounding the acquisition of ADL and the global
transition to ZEBs and mobility solutions.
• NFI and its subsidiaries set a new record for its employee lead United Way
fundraising goals, exceeding the prior year by 8%.
• NFI announced the selection of its new Chief Financial Officer, Mr. Pipasu H.
Soni, who joined the company in December 2019 and will succeed Mr. Glenn
Asham as CFO on March 27, 2020
1,159
2019 Q4 New Orders
0.51x
Leverage reduced
to 3.24x
$263M
WIP decrease of $32M
85%
Book-to-Bill
18%
YoY North American Bid
Universe Growth
7
RECORD DELIVERIES AND REVENUE
Driven by the transformative acquisition of ADL, NFI reported record deliveries of 5,315 EUs in 2019, an increase
of 23% from the same period in 2018. All three product lines of NFI saw increase in quarterly deliveries with a
64% increase from 2018 Q4 to 2019 Q4.
Full details of the Company’s orders, delivery and backlog information can be found in Appendix C.
Deliveries (EUs)
Q4 2019
Q4 2018
Heavy-Duty Transit (single and
Double Deck)
Motor Coach
Cutaway and Medium-Duty
New Vehicle Deliveries
Pre-Owned Coach Sold
1,347
389
109
679
341
106
1,845
1,126
176
187
%
Change
2019
2018
%
Change
98%
3,931
2,781
41%
14%
3%
64%
(6%)
1,036
1,030
-%
348
502
(31%)
5,315
4,313
469
468
23%
-
Revenue
(unaudited quarterly results, audited full year
results, dollars in millions)
Heavy-Duty Transit (single and
Double Deck)
Q4 2019
Q4 2018
%
Change
2019
2018
%
Change
$574.9
$377.9
52%
$1,847.1
$1,502.3
Motor Coach
192.0
176.0
Cutaway and Medium-Duty
18.2
9.4
9%
94%
526.5
537.1
49.8
41.7
New Vehicle Revenue
$785.1
$563.3
39% $2,423.4
$2,081.1
Pre-Owned Coach Sales
3rd Party Fiber Reinforced Polymer
13.7
1.8
11.0
2.2
25%
(18%)
46.0
6.6
46.3
14.5
Total Manufacturing
$800.6
$576.5
39% $2,476.0
$2,141.9
Aftermarket
Total Revenue
117.1
85.5
37%
417.4
377.1
$917.7
$662.0
39% $2,893.4
$2,519.0
23%
-2%
19%
16%
-%
(54%)
16%
11%
15%
North America
United Kingdom and Europe
Asia Pacific
Other
710.6
174.3
32.0
0.8
662.0
7%
2,508.2
2,519.0
-
-
-
-
320.1
63.7
1.4
-
-
-
8
SEGMENT PERFORMANCE
Adjusted EBITDA
(unaudited, dollars in millions)
Q4 2019
Q4 2018
Manufacturing
Aftermarket
Corporate
85.7
18.4
(0.3)
Total Adjusted EBITDA
$103.9
72.8
17.3
(10.3)
$79.9
%
Change
18%
6%
97%
256.1
74.6
(8.5)
276.0
73.7
(34.3)
30%
$322.2
$315.4
2019
2018
%
Change
(7%)
1%
75%
2%
Adjusted EBITDA as a percentage of
revenue
Manufacturing
Aftermarket
Total
10.7%
15.7%
12.6%
20.2%
(1.9%)
(4.5%)
10.3%
17.9%
12.9%
19.5%
(2.6%)
(1.6%)
11.3%
12.1%
(0.8%)
11.1%
12.5%
(1.4%)
Net Earnings
(unaudited quarterly results, audited full year
results, dollars in millions)
Q4 2019
Q4 2018
%
Change
2019
2018
%
Change
Manufacturing
Aftermarket
Corporate
Net earnings
35.1
11.9
(12.9)
$34.1
47.0
15.5
(19.7)
$42.8
(25%)
(23%)
86.9
60.1
155.2
67.0
34%
(89.2)
(62.3)
(20%)
$57.7
$159.9
(44%)
(10%)
(43%)
(64%)
2019 Q4 Manufacturing Adjusted EBITDA increased by $12.9 million due to higher quarterly deliveries from all
product lines and the addition of ADL. Manufacturing 2019 Q4 net earnings decreased by 25% with increases in
Adjusted EBITDA offset by higher depreciation and costs associated with accounting adjustments related to the
acquisition of ADL. Full year 2019 Manufacturing Adjusted EBITDA decreased by $19.9 million with the addition
of ADL and overall higher heavy-duty transit vehicle deliveries offset by the impact of KMG, learning curve on
new model launches, product mix, margin pressure within the coach business and lower cutaway and medium-
duty deliveries. Fiscal 2019 Manufacturing net earnings decreased by $68.3 million, or 44%, due to lower
Adjusted EBITDA discussed above plus higher depreciation and costs associated with accounting adjustments
related to the acquisition of ADL.
2019 Q4 Aftermarket Adjusted EBITDA increased by $1.1, or 6%, with volume increases from ADL and improved
margins from product mix offset by increased SG&A costs from the addition of ADL into the Aftermarket
segment. Aftermarket 2019 Q4 net earnings decreased by $3.6 million with the improvements in Adjusted
EBITDA being offset by higher depreciation and expenses associated with accounting adjustments related to the
acquisition of ADL.
Full year 2019 Aftermarket Adjusted EBITDA increased by $0.9 million, or 1%, with volume
increases from ADL offset by increased SG&A costs from the addition of ADL. Full year 2019 Aftermarket net
earnings decreased by $6.9 million due to higher depreciation and expenses associated with accounting
adjustments related to the acquisition of ADL.
The improvement in Corporate Adjusted EBITDA was driven by lower long-term and short-term incentive plan
payments with reductions of $10.0 million, or 97%, in 2019 Q4 and $25.8 million, or 75% for the full year.
9
2020 OUTLOOK
Management remains optimistic about the Company's overall end markets. Public transit remains a primary
method of transportation for millions of users, the age of the population is increasing and numerous
jurisdictions are implementing strategies to improve accessibility through advanced mobility solutions while
improving air quality through the migration to zero-emission propulsion technology for buses and coaches.
While the Company's overall outlook is positive, management does expect increased competition, softness in
some segments and geographic regions and timing of the ZEB transition to impact project awards, deliveries
and margins during Fiscal 2020. The Outlook for each of the Company’s two reporting segments is provided
below. Management continues to expect its transformative acquisition of ADL to be a platform for future
international growth as ADL is the largest bus and coach provider in the UK and the global market leader in
double deck vehicles, with an established presence in numerous geographic jurisdictions.
As the Company’s product offering and geographic diversity is now broader, for the first-time management is
introducing annual Adjusted EBITDA guidance for Fiscal 2020 with a range of $320 million to $350 million,
which could represent growth of up to 9% on a year-over-year basis.
Financial Guidance Full Year 2020
Adjusted EBITDA
Cash Capital Expenditures
Effective Tax Rate (“ETR”)
Free Cash Flow Conversion (as a % of Adjusted EBITDA)
$320 million - $350 million
$45 million - $55 million
31% - 33%
45% - 50%
Seasonality
Q1 down slightly, growth in Q2, Q3 and Q4
The above table outlines guidance ranges for selected Fiscal 2020 consolidated financial metrics. These ranges take into consideration our
current outlook and our Fiscal 2019 results and are based on the assumptions set out below. The purpose of the financial guidance is to
assist investors, shareholders and others in understanding certain financial metrics relating to expected Fiscal 2020 financial results for
evaluating the performance of our business. The information may not be appropriate for other purposes. Information about our guidance,
including the various assumptions underlying it, is forward looking and should be read in conjunction with the section “Forward-looking
Statements” in Appendix B and the related disclosure and information about various economic competitive and regulatory assumptions,
factors and risks that may cause actual future financial and operating results to differ from management’s current expectations. Note that
potential impact of COVID-19 (also known as “Coronavirus”) is not included in guidance ranges provided above. COVID-19 has not had a
material impact on NFI’s operations as of March 12, 2020.
The guidance ranges provided above are driven by numerous assumptions including, but not limited to, the
following:
• Does not include any potential impact from COVID-19
• Adjusted EBITDA expectations are based on management’s expectations of mid-teen revenue percentage
growth, assisted by a full year of ADL operations plus the Company’s existing backlog and anticipated new
orders and margin improvement as NFI’s KMG parts fabrication facility shifts from a loss position to
profitability with operations no longer delaying new vehicle production.
• The lower end of the Adjusted EBITDA range is based on scenarios where production is negatively impacted
by new model learning curves, weather delays and supply disruption.
• Expected Fiscal 2020 cash capital expenditures are primarily maintenance expenditures with some growth
spending following periods of increased investment from 2017 to 2019, primarily driven by strategic
projects.
• The Company’s ETR range for Fiscal 2020 is based on the Company’s corporate structure, operating
jurisdictions, existing and proposed tax legislation. It excludes the impact of purchase accounting
adjustments related to the acquisition of ADL and other one-time items which may increase the expected
ETR. Looking forward, management expects the ETR to decline as global activities are reflected in the
Company’s financial results.
• FCF conversion is based on the Company’s Adjusted EBITDA expectations, historic FCF conversion,
projected cash capital expenditures and cash interest and tax expectations.
10
2020 OUTLOOK
Management notes that the Company’s annual delivery schedule has notable seasonality due to the nature of
each unique market segment and the varied annual production and vacation schedules of each production
facility. Even after accounting for the addition of ADL, management expects that the first quarter will be the
Company’s slowest period, and potentially flat with the prior-year, with increased activity expected to occur
in the second, third and fourth quarters. Some vehicle deliveries may shift from quarter-to-quarter depending
on timing of client inspections and acceptance processes.
NFI is closely monitoring the COVID-19 virus outbreak and while NFI is experiencing some supply delays, the
virus has not materially impacted NFI’s production operations nor has the Company experienced any adverse
impact on delivery of our products. Additional supply delays and possible shortages of critical components
may arise if the disruption of certain suppliers' operations and/or subcomponent supply from China or
elsewhere continue or escalate. Such occurrences or negative impacts of the outbreak on customer demand
for our products could potentially have a material adverse effect on NFI’s operations. NFI is monitoring the
dynamic situation and actively assessing supply alternatives and developing appropriate mitigation plans.
Given that it is nearly impossible to accurately forecast the impact of COVID-19 on NFI, the Company has not
included any adjustment related to it in the 2020 guidance or other outlook information contained in the
MD&A.
To date, COVID-19 has not caused any delays or reductions in planned vehicle deliveries but could potentially
have an impact on our end-customers. While every operator is different, they are all focused on continuing to
offer a clean and safe experience for their customers. If the virus continues to spread and prevention policies
are escalated there could potentially be an impact on travel of customer inspectors which could impact NFI’s
new build or bus/coach delivery and acceptance programs. There could also be an impact of lower ridership
for operators, which could decrease demand for new and pre-owned vehicles.
Management is focused on deleveraging and believes that the Company's combined financial results will
enable it to return to a target of 2.0x to 2.5x net debt to Adjusted EBITDA within the next 18 months, without
impacting the Company's dividend policy and provide the flexibility to evaluate potential growth in the annual
dividend rate.
Manufacturing
Management expects to see growth in the Manufacturing segment from 2020 to 2022 due to several factors.
Demand in North America is anticipated to continue to be healthy, with 2019 deliveries up 4% over 2018,
driven by aging fleets, economic conditions, dedicated U.S. federal funding and expected customer fleet
replacement plans based on the Company's discussion with transit agencies and its total Bid Universe. While
overall demand is expected to remain healthy, management anticipates there will be more smaller firm
orders, increased use of state contracts for procurements and fewer long-term option orders as transit
agencies increase their purchases of ZEBs and want to maintain flexibility in propulsion type during this
transition. These market dynamics play into NFI’s strength of being propulsion agnostic.
The UK market is expected be relatively flat in 2020, following a decline of 13% in 2019, with potential for
modest growth, as large commercial operators and smaller regional players increase orders after several years
of low activity. In addition to this increased activity, the challenges of one of ADL's major UK competitors has
provided numerous opportunities for ADL to grow its industry leading market share in the UK. This
competitive change also saw ADL win a major award in the Republic of Ireland. Asia Pacific markets continue
to vary by jurisdiction. The highly cyclical Hong Kong heavy-duty transit market came off peak demand to
lower, but stable deliveries, which are expected to continue for several years. ADL continues to expand in
Asia Pacific with significant contract wins in Singapore and further penetration into the New Zealand market.
Management expects to see increased growth over the long-term from UK market recovery and increased
deliveries in the European region from its landmark contract win in Berlin, with significant deliveries into that
market starting in 2021.
ZEBs are expected to continue to grow and be a larger percentage of New Flyer and ADL vehicle deliveries.
NFI is the only manufacturer in North America to offer 35-foot, 40-foot, 45-foot, 60-foot and double deck
battery electric vehicles and 40-and 60-foot fuel cell electric vehicles. NFI has ZEB contracts with some of the
largest transit agencies in North America, with many vehicles in operation delivering clean, safe and reliable
11
2020 OUTLOOK
transportation on the proven Xcelsior platform. NFI's Infrastructure Solutions offering is also expected to grow
as it supports transit agencies charging infrastructure requirements. ADL through its partnership with BYD is
the market leader for ZEBs in the UK and is growing its presence in New Zealand. ZEBs represented 7% of
ADL’s total 2019 deliveries. MCI is continuing the development and testing of its battery-electric motor
coaches and ARBOC has recently launched an electrification program for the Equess medium-duty bus.
While overall motor coach deliveries in North America declined by 10% in 2019, and are expected to decline
again in 2020, management expects that the Company can continue to gain market share, which was up 1.3%
in 2019, from its expanded product portfolio. Management anticipates competitive factors will place
increased pressure on margins in the North American coach market during 2020 and potentially into 2021.
ADL's coach manufacturing business, Plaxton (which builds coach bodies on third-party chassis), is primarily
focused on the UK market which is a very small component of the segment. MCI and Plaxton closely monitor
pre-owned coach valuations and ensure that products obtained through trades are accurately reflected at
their fair market value on the Company’s balance sheet. Management believes the overall demand for low-
floor cutaway and medium-duty buses remains encouraging, driven by changing population demographics,
which could increase the demand for ARBOC's market leading products. Management does not anticipate any
chassis related supply disruptions in 2020 for its low-floor cutaway vehicles. ARBOC is also focused on its
medium-duty transit bus offerings, which generates a higher gross margin than its low-floor cutaway vehicles
and has been very well received by numerous public and private customers.
Aftermarket
NFI Parts continues to focus on numerous strategic initiatives to counter adverse market pressures, a
decreasing installed base of NFI vehicles, from the expected retirement of NABI and Orion buses, and
increasing competitive intensity. These initiatives include additional focus on vendor managed inventory
(“VMI”) programs, an enhanced product offering and capitalizing on the implementation of a common IT
platform. In 2020, NFI parts is looking to expand sales of ARBOC and cutaway spare parts and is exploring
North American co-operation with ADL parts.
ADL’s Parts business continues to focus on enhancing its online parts and services platform AD 24, which
provides industry leading aftermarket support to customers in the UK. Management expects ADL Aftermarket
revenue to grow as ADL expands its installed base. Due to the nature of the parts business, parts sales remain
difficult to forecast resulting in quarter-to-quarter volatility which at times can be material.
12
SELECTED QUARTERLY AND ANNUAL FINANCIAL AND OPERATING INFORMATION
The following selected unaudited interim condensed consolidated financial and operating information of the Company has been derived from
and should be read in conjunction with the historical Financial Statements of the Company.
Fiscal Period
2019 - Actual
Quarter
Revenue
Earnings from
Operations
Net earnings
(loss)
Adjusted
EBITDA(1)
Earnings (loss)
per Share
$
917,741
$
69,958
$
34,127
$
103,875
$
Q4
Q3
Q2
Q1
2019 - Excluding the impact of IFRS 16
Total
$
2018
2017
Q4
Q3
Q2
Q1
Total
Q4
Q3
Q2
Q1
Total
Q4
Q3
Q2
Q1
Total
$
$
$
$
$
$
725,347
683,353
566,995
2,893,436
917,741
725,347
683,353
566,995
2,893,436
662,020
605,342
673,025
578,634
2,519,021
654,560
541,721
613,430
572,147
2,381,858
$
$
$
$
$
$
$
25,200
37,000
40,906
173,064
70,023
23,766
36,718
40,543
171,050
60,570
53,469
72,063
51,753
237,855
71,495
55,141
70,363
59,203
$
$
$
$
$
$
256,202
$
(1,085)
8,507
16,149
57,698
35,767
(985)
9,687
17,540
62,009
42,815
37,031
49,740
30,356
159,942
76,118
34,577
42,769
37,904
191,368
$
$
$
$
$
$
$
76,868
81,122
60,302
322,167
99,952
72,663
77,561
57,837
308,013
79,868
70,245
91,400
73,841
315,354
90,488
70,998
85,090
71,450
318,026
$
$
$
$
$
$
$
0.55
(0.02)
0.14
0.26
0.93
0.57
(0.02)
0.15
0.30
1.00
0.69
0.59
0.81
0.48
2.56
1.21
0.55
0.69
0.61
3.06
(1) Adjusted EBITDA is not a recognized earnings measure and does not have standardized meanings prescribed by IFRS. Therefore, Adjusted EBITDA
may not be comparable to similar measures presented by other issuers. See “Definitions of Adjusted EBITDA, ROIC, Free Cash, Adjusted Net
Earnings and Adjusted Net Earnings per share” in Appendix B. Management believes that Adjusted EBITDA and ROIC are useful supplemental
measures in evaluating performance of NFI.
13 COMPARISON OF FOURTH QUARTER 2019 RESULTS
(Unaudited, U.S. dollars in thousands)
Statement of Earnings Data
Revenue
North America
United Kingdom and Europe
Asia Pacific
Other
Manufacturing operations
North America
United Kingdom and Europe
Asia Pacific
Other
Aftermarket operations
Total revenue
Earnings from operations
Earnings before interest and income taxes
Net earnings
Adjusted EBITDA(1)
Statement of Earnings Data, excluding IFRS 16
Earnings from operations
Earnings before interest and income taxes
Net earnings
Adjusted EBITDA(1)
Capital expenditures
(Footnotes on page 16 and 17)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
$
617,553 $
576,520
$
2,142,895 $
2,141,867
154,820
28,202
—
—
—
—
277,669
55,456
—
—
—
—
800,575
576,520
2,476,020
2,141,867
93,053
19,549
3,775
789
85,500
365,304
377,154
—
—
—
42,447
8,247
1,418
—
—
—
117,166
85,500
417,416
377,154
917,741 $
662,020
69,958 $
60,570
71,546
34,127
61,405
42,815
$
$
2,893,436 $
2,519,021
173,064 $
237,855
173,050
57,698
238,345
159,942
103,875 $
79,868
$
322,167 $
315,354
70,023 $
71,612
35,767
99,952
60,570
61,405
42,815
79,868
171,050
171,038
62,009
308,013
237,855
238,345
159,942
315,354
7,618 $
20,144
$
41,757 $
70,991
$
$
$
$
$
$
14 RECONCILIATION OF NET EARNINGS TO ADJUSTED EBITDA
Management believes that Adjusted EBITDA is an important measure in evaluating the historical operating performance of the Company.
However, Adjusted EBITDA is not a recognized earnings measure under IFRS and does not have a standardized meaning prescribed by IFRS.
Accordingly, Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Readers of this MD&A are cautioned
that Adjusted EBITDA should not be construed as an alternative to net earnings or loss determined in accordance with IFRS as indicators of
the Company's performance, or cash flows from operating activities determined in accordance with IFRS as a measure of liquidity and cash
flow. The Company defines and has computed Adjusted EBITDA as described under “Definitions of Adjusted EBITDA, ROIC, Free Cash Flow,
Adjusted Net Earnings and Adjusted Earnings per Share” in Appendix B. The following tables reconcile net earnings or losses to Adjusted
EBITDA based on the historical Financial Statements of the Company for the periods indicated. See Appendix A for ADL Adjusted EBITDA
reconciliation for information related to historical ADL performance.
(Unaudited, U.S. dollars in thousands)
Net earnings
Addback(1)
Income taxes
Interest expense
Amortization
Loss (gain) on disposition of property, plant and equipment
Fair value adjustment for total return swap(10)
Unrealized foreign exchange loss (gain) on non-current monetary items and
forward foreign exchange contracts
Costs associated with assessing strategic and corporate initiatives(7)
Past service costs(11) and other pension costs
Non-recurring restructuring costs (8)
Fair value adjustment to acquired subsidiary company's inventory and
deferred revenue(9)
Proportion of the total return swap realized(8)
Equity settled stock-based compensation
Recovery on currency transactions(13)
Prior year sales tax provision (14)
Release of provisions related to purchase accounting(12)
Adjusted EBITDA(1)
Adjusted EBITDA is comprised of:
Manufacturing
Aftermarket
Corporate
See page 16 and 17 for footnotes.
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
34,127
42,815
57,698
159,942
26,118
11,301
31,134
52
273
(1,640)
(616)
70
364
2,156
(203)
437
—
300
—
103,875
7,933
10,657
18,017
(8)
5,629
1,311
—
—
—
—
(4,382)
34
—
—
41,997
73,355
104,570
(46)
949
60
13,069
(1,601)
364
31,004
(626)
1,566
(4,287)
4,094
50,711
27,693
67,796
267
6,547
1,381
137
6,482
—
266
(5,139)
1,409
—
—
(2,138)
79,868
—
(2,138)
322,167
315,354
$
85,715 $
72,817
$
256,097 $
275,970
18,413
17,339
(254)
(10,288)
74,572
(8,503)
73,655
(34,271)
15 SUMMARY OF FREE CASH FLOW
Management uses Free Cash Flow as a non-IFRS measure to evaluate the Company’s operating performance and liquidity and to assess the
Company’s ability to pay dividends on the Shares, service debt, and meet other payment obligations.
The Company generates its Free Cash Flow from operations and management expects this will continue to be the case for the foreseeable
future. Net cash flows generated from operating activities are significantly impacted by changes in non-cash working capital. The Company
uses its unsecured revolving credit facility "Credit Facility" to finance working capital and therefore has excluded the impact of working
capital in calculating Free Cash Flow. As well, net cash generated by operating activities and net earnings are significantly affected by the
volatility of current income taxes, which in turn produces temporary fluctuations in the determination of Free Cash Flow.
The following is a reconciliation of net cash generated by operating activities (an IFRS measure) to Free Cash Flow (a non-IFRS measure)
based on the Company’s historical Financial Statements. See “Definitions of Adjusted EBITDA, ROIC, Free Cash Flow, Adjusted Net Earnings
and Adjusted Earnings per Share” in Appendix B.
(Unaudited, U.S. dollars in thousands, except per Share figures)
Net cash generated from operating activities
Changes in non-cash working capital items(3)
Interest paid(3)
Interest expense(3)
Income taxes paid(3)
Current income tax expense(3)
Principal portion of finance lease payments
Cash capital expenditures
Proceeds from disposition of property, plant and equipment
Costs associated with assessing strategic and corporate initiatives(7)
Fair value adjustment to acquired subsidiary company's inventory
and deferred revenue (9)
Defined benefit funding(4)
Defined benefit expense(4)
Past service costs(11) and other pension costs
Proportion of the total return swap(10)
Recovery on currency transactions(13)
Prior year sales tax provision (14)
Non-recurring restructuring costs(8)
Gain on release of provision related to purchase accounting(12)
Foreign exchange gain (loss) on cash held in foreign currency(5)
Free Cash Flow (US$)(1)
U.S. exchange rate(2)
Free Cash Flow (C$)(1)
Free Cash Flow per Share (C$)(6)
Declared dividends on Shares (C$)
Declared dividends per Share (C$)(6)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
$
163,761 $
67,340
$
98,608 $
175,144
(85,382)
15,447
(15,631)
7,228
(30,842)
(1,400)
(6,968)
—
(616)
2,156
1,969
1,992
6,338
(6,273)
12,154
(9,495)
(1,547)
(20,144)
10
—
—
608
(1,322)
(1,755)
70
(203)
—
300
364
—
102
—
(4,382)
—
—
—
(2,138)
(289)
91,324
47,676
34,344
23,073
(50,546)
(23,546)
40,167
(61,339)
(12,456)
(37,575)
174
13,069
31,004
8,140
(5,849)
(1,601)
(626)
(4,287)
4,094
364
—
83
73,082
(56,263)
(5,125)
(70,991)
235
137
266
22,241
(12,333)
6,482
(5,138)
—
—
—
(2,138)
194
$
49,033 $
42,419
$
160,424 $
159,664
1.3076
64,116
1.0269
26,561
1.3638
57,851
0.9302
22,890
1.3180
211,439
3.4200
105,462
$
0.4253 $
0.3680
$
1.7062 $
1.3183
210,485
3.3733
90,343
1.4479
(1) Free Cash Flow is not a recognized measure under IFRS and does not have a standardized meaning prescribed by IFRS. Therefore, Free
Cash Flow may not be comparable to similar measures presented by other issuers. See Appendix B for “Definitions of Adjusted EBITDA,
ROIC, Free Cash Flow, Adjusted Net Earnings and Adjusted Earnings per Share”.
(2) U.S. exchange rate (C$ per US$) is the weighted average exchange rate applicable to dividends declared for the period.
(3) Changes in non-cash working capital are excluded from the calculation of Free Cash Flow as these temporary fluctuations are managed
through the Credit Facility which is available to fund general corporate requirements, including working capital requirements, subject
to borrowing capacity restrictions. Changes in non-cash working capital are presented on the consolidated statements of cash flows net
of interest and incomes taxes paid.
(4) The cash effect of the difference between the defined benefit expense and funding is included in the determination of cash from
operating activities. This cash effect is excluded in the determination of Free Cash Flow as management believes that the defined
16 benefit expense amount provides a more appropriate measure, as the defined benefit funding can be impacted by special payments to
reduce the unfunded pension liability.
(5) Foreign exchange loss on cash held in foreign currency is excluded in the determination of cash from operating activities under IFRS;
however, because it is a cash item, management believes it should be included in the calculation of Free Cash Flow.
(6) Per Share calculations for Free Cash Flow (C$) are determined by dividing Free Cash Flow 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 2019 Q4 was 62,434,520
and 62,192409 for 2018 Q4. The weighted average number of Shares outstanding for Fiscal 2019 and Fiscal 2018 are 61,809,479 and
62,396,962 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.
(7) Normalized to exclude non-recurring expenses related to the costs of assessing strategic and corporate initiatives.
(8) Normalized to exclude non-recurring restructuring costs.
(9) The revaluation of ARBOC's inventory included an adjustment of $0.5 million of which $0.3 million negatively impacted 2018 YTD net
earnings. The revaluation of ADL's inventory included an adjustment of $2.2 million in 2019 Q4 and $31.0 million in Fiscal 2019. These
revaluation adjustments relate to purchase accounting as a result of the related acquisitions.
(10) A portion of the fair value adjustment of the total return swap is added to Free Cash Flow to match the equivalent portion of the related
deferred compensation expense recognized.
(11) A new collective bargaining agreement at the Company's Winnipeg facility commenced on April 1, 2018 which included retroactive
changes to New Flyer's Canadian defined benefit pension plan. The effect of the pension plan amendments was to increase the accrued
benefit liability and the expected annual pension plan expense in Fiscal 2018 by $6.5 million to reflect pension benefits provided to
employees for past service. In 2018 Q2, the Company completed an actuarial valuation related to the past service costs which resulted
in an adjustment of $0.7 million.
(12) During the fourth quarter of 2018, purchase accounting provisions recorded during the acquisition of MCI were deemed to be no longer
needed and were released resulting in an increase to net earnings. The amounts released have been deducted in the calculation of
Free Cash Flow.
(13) Recovery of prior period banking fees related to foreign exchange transactions.
(14) Provision for sales taxes as result of an ongoing state tax review.
17 RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS
Adjusted Net Earnings and Adjusted Earnings per Share are not recognized measures under IFRS and do not have a standardized meaning
prescribed by IFRS. Accordingly, Adjusted Net Earnings and Adjusted Earnings per Share may not be comparable to similar measures
presented by other issuers. Readers of this MD&A are cautioned that Adjusted Net Earnings and Adjusted Earnings per Share should not
be construed as an alternative to net earnings, or net earnings per Share, determined in accordance with IFRS as indicators of the
Company's performance. The Company defines and has computed Adjusted Net Earnings and Adjusted Earnings per Share under
“Definitions of Adjusted EBITDA, ROIC, Free Cash Flow, Adjusted Net Earnings and Adjusted Earnings per Share” in Appendix B. The
following tables reconcile net earnings to Adjusted Net Earnings based on the historical Financial Statements of the Company for the
periods indicated.
(Unaudited, U.S. dollars in thousands other than
earnings per Share and Adjusted Earnings per Share)
Net earnings
Net earnings, excluding IFRS 16
Adjustments, net of tax (1) (10)
Fair value adjustments of total return swap(7)
Unrealized foreign exchange (gain) loss
Unrealized (gain) loss on interest rate swap
Portion of the total return swap realized(8)
Costs associated with assessing strategic and corporate initiatives(4)
Fair value adjustment to acquired subsidiary company's inventory and
deferred revenue(6)
Equity settled stock-based compensation
Gain on disposition of property, plant and equipment
Past service costs(9) and other pension costs
Gain on release of provision related to purchase accounting (11)
Recovery on currency transactions(12)
Prior year sales tax provision (13)
Non-recurring restructuring costs (5)
Adjusted Net Earnings
Adjusted Net Earnings, excluding IFRS 16
Earnings per Share (basic)
Earnings per Share (fully diluted)
Adjusted Earnings per Share (basic)
Adjusted Earnings per Share (fully diluted)
Earnings per Share and Adjusted Earnings per Share, excluding IFRS 16
Earnings per Share (basic)
Earnings per Share (fully diluted)
Adjusted Earnings per Share (basic)
Adjusted Earnings per Share (fully diluted)
2019 Q4
2018 Q4
Fiscal 2019 Fiscal 2018
$
$
34,127
35,767
42,815
$
57,698 $
159,942
42,815
62,009
159,942
4,274
995
1,682
549
35
12,721
4,971
1,049
630
(3,325)
(362)
(3,900)
145
(981)
(3,115)
(109)
(616)
707
231
32
71
—
80
102
211
—
—
26
(6)
—
(1,623)
—
—
—
30,885
32,525 $
44,838
44,838
0.55 $
0.55 $
0.49 $
0.49 $
0.57 $
0.57 $
0.52 $
0.52 $
0.69
0.68
0.72
0.72
0.69
0.68
0.72
0.72
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
13,069
104
17,943
906
(27)
(927)
—
(2,481)
2,369
211
202
1,070
203
4,922
(1,623)
—
—
—
101,704
167,570
106,015 $
167,570
0.93 $
0.93 $
1.65 $
1.64 $
1.00 $
1.00 $
1.71 $
1.71 $
2.56
2.55
2.69
2.67
2.56
2.55
2.69
2.67
1. Addback items are derived from the historical Financial Statements of the Company.
2. Adjusted EBITDA is not a recognized earnings measure and does not have standardized meaning prescribed by IFRS. Therefore,
Adjusted EBITDA may not be comparable to similar measures presented by other issuers. See “Definitions of Adjusted EBITDA, ROIC,
Free Cash Flow, Adjusted Net Earnings and Adjusted Net Earnings per Share” in Appendix B. Management believes that Adjusted
EBITDA is a useful supplemental measure in evaluating performance of the Company.
3. As a result of the Company’s multinational corporate structure, income taxes paid are subject to high degrees of volatility due to
the mix of earnings within various jurisdictions and the timing of required installment payments.
4. Normalized to exclude non-recurring expenses related to the costs of assessing strategic and corporate initiatives.
18 5. Normalized to exclude non-recurring restructuring costs.
6. The revaluation of ADL's inventory included an adjustment of $2.2 million in 2019 Q4 after-tax value of $(0.5) million and $31.0
million in Fiscal 2019 after-tax value of $16.7 million. ARBOC's inventory included an adjustment of $0.3 million or $0.2 million
after-tax in 2018 Q2. These revaluation adjustments relate to purchase accounting as a result of the related acquisitions.
7. The fair value adjustment of the total return swap is a non-cash gain that is deducted from the definition of Adjusted EBITDA.
8. A portion of the gain from the fair value adjustment of the total return swap is added to Adjusted EBITDA to match the equivalent
portion of the related deferred compensation expense recognized.
9. A new collective bargaining agreement at the Company's Winnipeg facility commenced on April 1, 2018 which included retroactive
changes to New Flyer's Canadian defined benefit pension plan. The effect of the pension plan amendments was to increase the
accrued benefit liability and the expected annual pension plan expense in Fiscal 2018 by $6.5 million to reflect pension benefits
provided to employees for past service. In 2018 Q2, the Company completed an actuarial valuation which resulted in an adjustment
of $0.7 million for past service costs.
10. The expected ETR normalized for the acquisition of ADL, in each respective quarterly period is used to calculate adjustments, net
of tax.
11. During 2018 Q4 purchase accounting provisions recorded during the acquisition of MCI were deemed to be no longer needed and
were released resulting in an increase to net earnings. The amounts released have been deducted in the calculation of Adjusted
EBITDA.
12. Recovery of prior period banking fees related to foreign exchange transactions.
13. Provision for sales taxes as a result of an ongoing state tax review.
19 Results of Operations
The discussion below with respect to revenue, operating costs and expenses and earnings from operations has been divided between the
Manufacturing and Aftermarket operations segments.
(Unaudited Q4 results, U.S. dollars in thousands)
Manufacturing Revenue
Aftermarket Revenue
Total Revenue
2019 Q4
800,575
117,166
917,741
2019 Q4
(excluding
IFRS 16)
2018 Q4
Fiscal 2019
Fiscal 2019
(excluding
IFRS 16)
Fiscal 2018
800,575
117,166
917,741 $
576,520
85,500
662,020
2,476,020
2,476,020
2,141,867
417,416
377,154
$ 2,893,436 $ 2,893,436 $ 2,519,021
417,416
Earnings from Operations
$
69,958 $
70,023 $
60,570
$
173,064 $
171,050 $
237,855
Earnings before interest and income taxes
Earnings before income tax expense
Net earnings for the period
71,546
60,245
34,127
71,612
60,312
35,767
61,405
50,748
42,815
173,050
171,038
99,695
57,698
97,683
62,009
238,345
210,653
159,942
Revenue
Manufacturing revenue for 2019 Q4 increased by $224.1 million, or 38.9% compared to 2018 Q4. The increase is related to the acquisition of
ADL. Also contributing to the increase is higher volumes in the motor coach business. Partially offsetting this increase is lower selling prices in
the Company's motor coach and transit businesses prior to the acquisition of ADL ("legacy manufacturing businesses").
Manufacturing revenue for Fiscal 2019 increased by $334.2 million, or 15.6% compared to Fiscal 2018. The increase is related to acquisition of
ADL. Partially offsetting the increase is lower volumes of 7.4% in the Company's legacy manufacturing businesses.
During the year the Company has experienced production and delivery challenges as a result of new product launches, ARBOC's chassis supply
disruption, extended start-up of KMG, international external supply issues and missed production days due to inclement weather. The result of
these factors all lead to missed production and deliveries. A significant portion of the missed deliveries prior to 2019 Q4 were recovered during
2019 Q4 which contributed to the strong revenue for the quarter.
Revenue from aftermarket operations in 2019 Q4 increased by $31.7 million, or 37.0% compared to 2018 Q4. The acquisition of ADL contributed
to increased revenue during 2019 Q4. Also contributing to increased revenue is increased sales volumes in the legacy aftermarket business (being
the aftermarket business prior to the acquisition of ADL).
Revenue from aftermarket operations in Fiscal 2019 increased by $40.3 million, or 10.7% compared to Fiscal 2018. The acquisition of ADL
contributed to revenue during Fiscal 2019. This is partially offset by lower sales volumes in the legacy aftermarket business due to competitive
pressures in the private motor coach market. In 2018 Daimler canceled MCI's Distribution Rights Agreement ("DRA") relating to the distribution
of Daimler's Setra motor coaches and parts. The cancellation of the DRA resulted in a $4.0 million decrease in the aftermarket parts revenue
in Fiscal 2019 compared to Fiscal 2018.
20 Cost of sales
(Unaudited, U.S. dollars in thousands)
Manufacturing
Direct cost of sales
Depreciation and amortization
Other overhead
2019 Q4
(excluding
IFRS 16)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2019
(excluding
IFRS 16)
Fiscal 2018
$
602,508 $
602,508 $
423,229
$ 1,868,917 $ 1,868,917 $ 1,569,543
28,531
67,157
25,188
70,093
16,087
44,097
94,246
221,317
84,669
231,419
60,509
164,509
Manufacturing cost of sales
$
698,196 $
697,789 $
483,413
$ 2,184,480 $ 2,185,005 $ 1,794,561
As percent of Manufacturing Sales
87.2%
87.2%
83.9%
88.2%
88.2%
83.8%
Aftermarket
Direct cost of sales
Depreciation and amortization
Aftermarket cost of sales
As percent of Aftermarket Sales
Total Cost of Sales
As percent of Sales
$
$
$
78,965 $
78,965 $
58,410
2,603
1,956
1,931
81,568 $
80,921 $
60,341
$
$
285,151 $
285,151 $
262,965
10,323
7,760
7,287
295,474 $
292,911 $
270,252
69.6%
69.1%
70.6%
70.8%
70.2%
71.7%
779,764 $
778,710 $
543,754
$ 2,479,954 $ 2,477,916 $ 2,064,813
85.0%
84.9%
82.1%
85.7%
85.6%
82.0%
The consolidated cost of sales, excluding the impact of IFRS 16, for 2019 Q4 increased by $235.0 million or 43.2% compared to 2018 Q4.
Cost of sales from Manufacturing operations in 2019 Q4, excluding the impact of IFRS 16, were $697.8 million (87.2% of manufacturing operations
revenue) compared to $483.4 million (83.9% of Manufacturing operations revenue) in 2018 Q4, an increase of $214.4 million or 44.4%. Cost of
sales increased as a percentage of revenue as a result of lower margins in the ADL business. Additionally, continued startup costs and related
inefficiencies related to KMG's parts fabrication facility contributed to the higher cost of sales as a percentage of revenues.
Cost of sales from Manufacturing operations in Fiscal 2019, excluding the impact of IFRS 16 were $2,184.5 million (88.2% of manufacturing
operations revenue) compared to $1,794.6 million (83.8% of Manufacturing operations revenue) in Fiscal 2018, an increase of $390.4 million or
21.8%. Cost of sales increased as a percentage of revenue for the same reasons noted in the comparison of 2019 Q4 to 2018 Q4.
Fair value adjustments charged into the statement of net earnings and total comprehensive income within Manufacturing operations were $2.2
million for 2019 Q4 and $31.0 million Fiscal 2019. The adjustment relates to purchase accounting as a result of the ADL acquisition, where on
the acquisition date the inventory is valued at the fair value, and as the inventory is sold, the write up is released into cost of sales as an expense.
Cost of sales from Aftermarket operations in 2019 Q4, excluding the impact of IFRS 16 were $80.9 million (69.1% of Aftermarket revenue) compared
to $60.3 million (70.6% of Aftermarket revenue) in 2018 Q4, an increase of $20.6 million.
Cost of sales from Aftermarket operations in Fiscal 2019, excluding the impact of IFRS 16 were $292.9 million (70.2% of Aftermarket revenue)
compared to $270.3 million (71.7% of Aftermarket revenue) in Fiscal 2018, an increase of $22.6 million. The difference is consistent with the
higher revenues.
Fair value adjustments charged into the statement of net earnings and total comprehensive income within Aftermarket operations were $0.8
million for Fiscal 2019. The adjustment relates to purchase accounting as a result of the ADL acquisition, where on the acquisition date the
inventory is valued at the fair value, and as the inventory is sold, the write up is released into cost of sales as an expense.
Gross Margins
(Unaudited, U.S. dollars in millions)
Manufacturing
Aftermarket
Total Gross Margins
As a percentage of sales
Manufacturing
Aftermarket
2019 Q4
(excluding
IFRS 16)
2018 Q4
Fiscal 2019
IFRS 16) Fiscal 2018
Fiscal 2019
(excluding
102,785
36,247
93,107
25,158
291,541
121,943
291,016
124,507
347,307
106,901
2019 Q4
102,378
35,600
$
137,978 $
139,032 $
118,265
$
413,484 $
415,523 $
454,208
12.8%
30.4%
15.0%
12.8%
30.9%
15.1%
16.1%
29.4%
17.9%
11.8%
29.2%
14.3%
11.8%
29.8%
14.4%
16.2%
28.3%
18.0%
21 Manufacturing gross margins for 2019 Q4, excluding the impact of IFRS 16, of $102.8 million (12.8% of revenue), increased by $9.7 million, or
10.4% compared to $93.1 million (16.1% of revenue) for 2018 Q4. Manufacturing gross margin for Fiscal 2019, excluding the impact of IFRS 16,
of $291.0 million (11.8% of revenue) decreased by $55.6 million, or 16.2% compared to $347.3 million (16.2% of revenue) for Fiscal 2018.
Included in manufacturing gross margin is a charge of $2.2 million for 2019 Q4 and $31.0 million for Fiscal 2019 related to the unwind of fair
value adjustments related to the valuation of acquired assets. Also contributing to the decrease in gross margin is amortization of intangible
assets of $5.3 million for 2019 Q4 and $14.4 million for Fiscal 2019 related to the acquisition of ADL. This decreased gross margin as a percentage
of revenue by 0.9% for 2019 Q4 and 1.8% for Fiscal 2019.
In addition to the unwind of the fair value adjustment, the decrease in gross margin as a percentage of revenue for both the 2019 Q4 and Fiscal
2019 periods is primarily caused by temporary production inefficiencies within both the motor coach and transit bus businesses. These inefficiencies
are due to learning curves related to the production of new products, startup costs at the KMG parts fabrication facility and higher remediation
costs.
Gross margins from Aftermarket operations in 2019 Q4, excluding the impact of IFRS 16, of $36.2 million (30.9% of revenue) increased by $11.0
million, or 44.1% compared to 2018 Q4 gross margins of $25.2 million (29.4% of revenue). The increase as a percentage of revenue is primarily
due to favourable sales mix.
Gross margins from Aftermarket operations in Fiscal 2019, excluding the impact of IFRS 16, of $124.5 million (29.8% of revenue) increased by
$17.6 million, or 16.5% compared to gross margins of $106.9 million (28.3 % of revenue) in Fiscal 2018. The increase as a percentage of revenue
is primarily due to favourable sales mix.
Gross margins from Aftermarket operations were negatively impacted by the unwinding of fair value adjustments related to the valuation of
acquired assets by $0.8 million for Fiscal 2019. This decreased gross margin as a percentage of revenue by 0.2% for Fiscal 2019.
Selling, general and administrative costs and other operating expenses (“SG&A”)
(Unaudited, U.S. dollars in thousands)
Selling expenses
General and administrative expenses
Other costs
Total SG&A
2019 Q4
(excluding
IFRS 16)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2019
(excluding
IFRS 16)
Fiscal 2018
$
$
7,052 $
7,052 $
4,808
$
23,739 $
23,739 $
18,056
62,055
(528)
63,043
(528)
50,030
499
205,270
12,445
209,321
12,446
186,285
6,219
68,579 $
69,567 $
55,337
$
241,454 $
245,506 $
210,560
The consolidated SG&A, excluding the impact of IFRS 16, for 2019 Q4 of $69.6 million (7.6% of consolidated revenue) increased by $14.3 million
or 25.7% compared with $55.3 million (8.4% of consolidated revenue) in 2018 Q4. The increase is mostly related to the acquisition of ADL.
The consolidated SG&A, excluding the impact of IFRS 16, for Fiscal 2019 of $245.5 million (8.5% of consolidated revenue) increased by $34.9
million or 16.6% compared with $210.6 million (8.4% of consolidated revenue) in Fiscal 2018. Other costs from acquisition related expenses of
$13.0 million and additional SG&A expenses were the primary reason for the increase in overall SG&A expenses. These increases were partially
offset by lower incentive plans expense.
Realized foreign exchange loss/gain
During 2019 Q4, the Company recorded a realized foreign exchange gain of $0.6 million compared to a loss of $2.4 million in 2018 Q4. During
Fiscal 2019, the Company recorded a realized foreign exchange gain of $1.0 million compared to a loss of $5.8 million in Fiscal 2018.
The Company uses foreign exchange forward contracts to buy various currencies in which it operates with U.S. dollars, Canadian dollars and
British Pounds Sterling ("GBP"). The purchase of these currencies using foreign exchange forward contracts at favorable forward rates compared
to the spot rates at settlement were the primary reason for the gains.
Earnings from operations
Consolidated earnings from operations in 2019 Q4, excluding IFRS 16 were $70.0 million (7.6% of consolidated revenue) compared to $60.6 million
(9.1% of consolidated revenue) in 2018 Q4, an increase of $9.4 million or 15.6%.
Earnings from operations related to Manufacturing operations in 2019 Q4 were $56.5 million (7.1% of Manufacturing revenue) compared to $56.3
million (9.8% of Manufacturing revenue) in 2018 Q4, an increase of $0.2 million or 0.3%. Earnings from operations related to Manufacturing
operations in Fiscal 2019 were $112.7 million (4.6% of Manufacturing revenue) compared to $203.3 million (9.5% of Manufacturing revenue) in
22 Fiscal 2018, a decrease of $90.6 million or 44.6%. The decrease as a percentage of revenues is primarily due to the production inefficiencies
and the fair value adjustment described within the Cost of Sales section above.
Earnings from operations related to Aftermarket operations in 2019 Q4 were $15.5 million (13.3% of Aftermarket revenue) compared to $15.4
million (18.0% of Aftermarket revenue), an increase of $0.1 million or 0.9%. Earnings from operations related to Aftermarket operations in Fiscal
2019 were $64.0 million (15.3% of Aftermarket revenue) compared to $66.3 million (17.6% of Aftermarket revenue), a decrease of $2.3 million
or 3.5%. The decrease as a percentage of revenue is related to the fair value adjustments described within the Cost of Sales section above.
Unrealized foreign exchange gain/loss
The Company has recognized a net unrealized foreign exchange (gain)/loss consisting of the following:
(Unaudited, U.S. dollars in thousands)
Unrealized (gain) loss on forward foreign exchanges contracts
Unrealized (gain) loss on other long-term monetary assets/liabilities
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
$
$
(1,475) $
(165)
(1,640) $
2,342
(1,031)
1,311
$
$
(1,797) $
1,857
60 $
2,974
(1,593)
1,381
At December 29, 2019, the Company had $216.4 million of foreign exchange forward contracts to buy currencies in which the Company operates
(U.S. dollars, Canadian dollars, or GBP). The related liability of $3.7 million (December 30, 2018: $1.5 million) is recorded on the audited
consolidated statements of financial position as a current derivative financial instruments liability and the corresponding change in the fair value
of the foreign exchange forward contracts is recorded in the consolidated statements of net earnings and total comprehensive income.
Earnings before interest and income taxes (“EBIT”)
In 2019 Q4, the Company recorded EBIT of $71.5 million compared to EBIT of $61.4 million in 2018 Q4. In Fiscal 2019, the Company recorded
EBIT of $173.1 million compared to EBIT of $238.3 million in Fiscal 2018. EBIT has been impacted by non-cash and non-recurring items as follows:
(Unaudited, U.S. dollars in thousands)
Non-cash and non-recurring charges:
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
Costs associated with assessing strategic and corporate initiatives
$
(616) $
— $
13,069 $
Unrealized foreign exchange (gain) loss
Equity settled stock-based compensation
Loss (gain) on disposition of property, plant and equipment
Fair value adjustment to acquired subsidiary company's inventory and deferred
revenue
Fair value adjustment of total return swap
Past service costs
Recovery on currency transactions
Prior year sales tax provision
Amortization
Total non-cash and non-recurring charges:
Interest and finance costs
(1,640)
1,311
437
52
2,156
273
—
—
300
34
(8)
—
5,629
—
—
—
60
1,566
(46)
31,004
949
—
(4,287)
4,094
31,135
18,017
104,570
$
32,097 $
24,983
$
150,979 $
137
1,381
1,409
267
266
6,547
6,482
—
—
67,796
84,285
The interest and finance costs for 2019 Q4 of $11.3 million increased by $0.6 million when compared 2018 Q4.
The increase is primarily due increased interest on long-term debt of $5.8 million. Increased interest is the result of higher average Credit
Facility draws for the acquisition of ADL and to finance higher non-cash working capital, which is expected to be recovered as WIP levels are
reduced. Interest related to leases capitalized under IFRS 16 and higher other banking charges also contributed. This is offset by a $4.5 million
gain on the interest rate swap in 2019 Q4.
The interest and finance costs for Fiscal 2019 of $73.4 million increased by $45.7 million when compared to Fiscal 2018. The increase is primarily
due to a $22.0 million loss on the interest rate swap in Fiscal 2019 compared to a loss of $0.8 million in Fiscal 2018. Higher average Credit Facility
draws contributed to the increase in interest on long-term debt of $18.6 million and interest related to leases capitalized under IFRS 16 and
higher other banking charges contributed to the remaining increase.
The losses on the interest rate swap relates to risk management activities management has undertaken to reduce the uncertainty related to its
cost of borrowing. The interest rate swap entered into fixes the interest rate which the Company will pay on $600 million of its long-term debt
at 2.27% plus an applicable margin. The Company's accounting policy is to not designate these types of instruments as accounting hedges. As
a result, interest rate increases will result in mark-to-market gains, while interest rate decreases will result in mark-to-market losses.
23 Earnings before income taxes (“EBT”)
EBT for 2019 Q4 of $60.2 million increased by $9.5 million compared to EBT of $50.7 million in 2018 Q4. EBT for Fiscal 2019 of $99.7 million
decreased by $111.0 million compared to EBT of $210.7 million in Fiscal 2018. The primary drivers of the changes to EBT are addressed in the
Earnings from Operations, EBIT, and Interest and finance costs sections above.
Income tax expense
The income tax expense for 2019 Q4 was $26.1 million compared to $7.9 million in 2018 Q4. The ETR for 2019 Q4 was 43.4% and the ETR for
2018 Q4 was 15.6%. The increase in the overall income tax expense and high ETR, is primarily due to the occurrence of base erosion and anti-
abuse tax (“BEAT”), and a revision of prior year tax estimates.
The income tax expense for Fiscal 2019 was $42.0 million compared to $50.7 million in Fiscal 2018. The ETR for Fiscal 2019 was 42.1% and the
ETR for Fiscal 2018 was 24.1%. The reduction in the overall income tax expense is due to lower earnings before taxes, partially offset by the
occurrence of BEAT, and a revision of prior year tax estimates. The high ETR is predominantly due to the impact of low earnings before tax due
to adjustments relating to the ADL acquisition accounting discussed in the gross margin section, and a revision to prior year’s tax estimates,
adjusting for these two items, the ETR would be 30.3%.
Net earnings
The Company reported net earnings of $34.1 million in 2019 Q4, a decrease of 20.3% compared to net earnings of $42.8 million in 2018 Q4. The
Company reported net earnings of $57.7 million in Fiscal 2019, a decrease of 63.9% compared to net earnings of $160.0 million in Fiscal 2018.
The decrease in net earnings is a result of ADL acquisition costs, adjustments for purchase accounting, interest on long-term debt, and fair value
adjustments on foreign exchange and interest contracts.
Net earnings
(Unaudited U.S. dollars in millions)
Earnings from operations
Non-cash gain (loss)
Interest expense
Income tax expense
Net earnings
Net earnings per Share (basic)
Net earnings per Share (fully diluted)
2019 Q4
(excluding
IFRS 16)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2019
(excluding
IFRS 16)
Fiscal 2018
$
$
$
$
70.0 $
70.0 $
60.6
$
173.1 $
171.1 $
1.5
(11.3)
(26.1)
1.5
(9.6)
(26.1)
34.1 $
35.8 $
0.55 $
0.55 $
0.57 $
0.57 $
0.8
(10.7)
(7.9)
42.8
0.69
0.68
$
$
$
—
(73.4)
(42.0)
—
(67.4)
(41.7)
57.7 $
62.0 $
0.93 $
0.93 $
1.00 $
1.00 $
237.9
0.5
(27.7)
(50.7)
160.0
2.56
2.55
The Company’s net earnings per Share in 2019 Q4 and Fiscal 2019, excluding the impact of IFRS 16, of $0.57 and $1.00, respectively decreased
from net earnings per Share of $0.69 and $2.56 generated in 2018 Q4 and Fiscal 2018. Net earnings were lower in 2019 Q4 for the reasons
discussed throughout the Results of Operation section in this MD&A, which decreased earnings per Share in 2019 Q4. Partially offsetting the
impact of these decreases in net earnings per Share were lower weighted average common Shares.
Cash Flow
The cash flows of the Company are summarized as follows:
(Unaudited Quarterly Results, U.S. dollars in thousands)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
Cash generated by operating activities before non-cash working capital items and
interest and income taxes paid
$
101,054 $
87,823
$
277,775 $
305,643
Interest paid
Income taxes paid
Net cash earnings
Cash flow used in changes in working capital
Cash flow generated from operating activities
Cash flow from (used in) financing activities
Cash flow used in investing activities
(15,447)
(6,338)
(7,228)
(12,154)
78,379
70,891
149,270
(145,175)
(6,979)
69,331
(1,991)
67,340
(37,700)
(20,166)
(47,676)
(40,167)
(23,073)
(73,082)
189,932
209,488
(91,324)
(34,344)
98,608
298,011
(379,289)
175,144
(83,774)
(70,806)
24 Cash flows from operating activities
The 2019 Q4 net operating cash inflow of $149.3 million is mostly comprised of $101.1 million of net cash earnings and $70.9 million of cash
inflows related to changes in working capital. The 2018 Q4 net operating cash inflow of $67.3 million is comprised of $69.3 million of net cash
earnings partially offset by cash used for working capital of $2.0 million.
The Fiscal 2019 net operating cash inflow of $98.6 million is comprised of $91.3 million outflows related to changes in working capital partially
offset by net cash earnings of $189.9 million. Management anticipates that working capital will continue to decline during the coming year as
it primarily relates to deferred deliveries and temporary production issues. The Fiscal 2018 net operating cash inflow of $175.1 million is comprised
of $209.5 million of net cash earnings and a decrease in cash used for working capital of $34.3 million.
Cash flow from financing activities
The cash outflow of $145.2 million during 2019 Q4 mostly related to the repayment of debt and dividends paid to shareholders. The Fiscal 2019
inflow of $298.0 million related to proceeds from debt related for the acquisition of ADL, Shares issued for the acquisition of ADL, financing
higher non-cash working capital balances and dividends paid to shareholders.
Cash flow from investing activities
(Unaudited Quarterly Results, U.S. dollars in thousands)
2019 Q4
2018 Q4
Fiscal 2019
Fiscal 2018
Acquisition of intangible assets
Proceeds from disposition of property, plant and equipment
Net cash used in acquisitions
Long-term restricted deposit
Acquisition of property, plant and equipment
Cash from investing activities
$
(11) $
(32)
—
—
—
10
—
—
(6,968)
(20,144)
(38) $
174
(327,360)
(14,490)
(37,575)
(50)
235
—
—
(70,991)
$
(6,979) $
(20,166) $
(379,289) $
(70,806)
2019 Q4 investing activities have decreased outflows compared to 2018 Q4 primarily due to lower acquisition of property, plant and equipment.
Fiscal 2019 investing activities have greater outflows than Fiscal 2018 primarily due to the acquisition of ADL, partially offset by lower acquisition
of property, plant and equipment.
Interest rate risk
On January 20, 2016, the Company entered into a $482,000 interest rate swap designed to hedge floating rate exposure on the $482,000 Term
Credit Facility under the Company's fifth amended and restated prior credit agreement. The interest rate swap fixes the interest rate at 1.154%
plus the applicable interest margin. On February 13, 2019, the Company blended the unrealized gain from the existing swap into a $600,000
notional interest rate swap designed to hedge floating rate exposure on the Company's current Credit Facility. The interest rate swap fixes the
interest rate at 2.27% plus applicable margin until October 2023.
The fair value of the interest rate swap liability of $15.4 million at December 29, 2019 (2018: $6.6 million asset) was recorded on the audited
consolidated statements of financial position as a derivative financial instruments liability and the change in fair value has been recorded as
finance costs for the reported period. The unrealized losses recorded on the instrument are a result of interest rate reductions subsequent to
entering into the transaction.
Credit risk
Financial instruments which potentially subject the Company to credit risk and concentrations of credit risk consist principally of cash, accounts
receivable and derivatives. Management has assessed that the credit risk associated with accounts receivable is mitigated by the significant
proportion of counterparties that are well established public transit authorities. Additionally, the U.S. federal government funds a substantial
portion of U.S. public sector customer payments - up to 80% of the capital cost of new transit buses, coaches or cutaways, while the remaining
20% comes from state and municipal sources. There are a few U.S. public sector customers that obtain 100% of their funding from state and
municipal sources. The maximum exposure to the risk of credit for accounts receivables corresponds to their book value. Historically, the Company
has experienced nominal bad debts as a result of the customer base being principally comprised of municipal and other local transit authorities.
The purchase of new coaches, transit buses or cutaways by private fleet operators is paid from the operators' own capital budgets and funded
by its own cash flow. A significant portion of private fleet operators choose to finance new coach purchases with lending organizations. In some
cases, MCI assists in arranging this financing, and in some cases, it provides financing through its ultimate net loss pool. The Company has
experienced a nominal amount of bad debts with its private sales customers as most transactions require payment on delivery.
The carrying amount of accounts receivable is reduced through the use of an allowance account and the amount of the loss is recognized in the
earnings statement within SG&A. When a receivable balance is considered uncollectible, it is written off against the allowance for doubtful
accounts. Subsequent recoveries of amounts previously written off are credited against SG&A in the audited consolidated statements of net
earnings and total comprehensive income.
25 The following table details the aging of the Company’s receivables and related allowance for doubtful accounts:
Current, including holdbacks
Past due amounts but not impaired
1 – 60 days
Greater than 60 days
Less: allowance for doubtful accounts
Total accounts receivables, net
December 29, 2019
December 30, 2018
482,476
$
358,729
37,413
6,800
(284)
526,405
$
24,153
4,830
(226)
387,486
$
$
The counterparties to the Company's derivatives are chartered Canadian banks and international financial institutions. The Company could be
exposed to loss in the event of non-performance by the counterparty. However, credit ratings and concentration of risk of the financial institutions
are monitored on a regular basis.
Commitments and Contractual Obligations
The following table describes the Company’s maturity analysis of the undiscounted cash flows of accrued benefit liabilities as at December 29,
2019:
U.S. dollars in thousands
Leases
Accrued benefit liability
Total
2020
2021
2022
2023
2024
Post 2024
211,101
23,271
21,886
19,666
16,539
12,489
117,250
3,936
3,936
—
—
—
—
—
$
215,037 $
27,207 $
21,886 $
19,666 $
16,539 $
12,489 $
117,250
As at December 29, 2019, outstanding surety bonds guaranteed by the Company amounted to $384.5 million, representing a decrease compared
to $394.4 million at December 30, 2018. The estimated maturity dates of the surety bonds outstanding at December 29, 2019 range from January
2020 to December 2026. Management believes that adequate facilities exist to meet projected surety requirements.
The Company has not recorded a liability under these guarantees as management believes that no material events of default exist under any
applicable contracts with customers.
Under the Credit Facility, the Company had established a letter of credit sub-facility of $100.0 million. As at December 29, 2019, letters of credit
amounting to $12.8 million (December 30, 2018: $13.8 million) remained outstanding as security for the contractual obligations of the Company
under the Credit Facility.
The Company has an additional bi-lateral credit facility of $63.6 million. As at December 29, 2019, letters of credit totaling $23.8 million were
outstanding under the bi-lateral credit facility. Additionally, there are $14.5 million of letters of credit outstanding outside of the Credit Facility
and the bi-lateral credit facility.
The Company does not have any off-balance sheet arrangement or any material capital asset commitments at December 29, 2019.
Stock Option Plan
The Board adopted a Share Option Plan (the “Option Plan”) for NFI on March 21, 2013 (and amended and restated on December 8, 2015 and
December 31, 2018), under which employees of NFI and certain of its affiliates may receive grants of Share options. Directors who are not
employed with NFI are not eligible to participate in the Option Plan. A maximum of 3,600,000 Shares are reserved for issuance under the Option
Plan. The options become vested as to one-quarter on the first grant date anniversary and an additional one-quarter on the second, third and
fourth anniversary of the grant date.
26 Option Grant dates
Number
Exercised
Expired
Vested Unvested
Expiry date
Exercise
price
Fair Value at
grant date
March 26, 2013
490,356
(483,030)
—
(7,326)
December 30, 2013
612,050
(573,668)
(9,631)
(28,751)
December 28, 2014
499,984
(243,587)
(11,368)
(245,029)
—
—
—
March 26, 2021
C$10.20
December 30, 2021
C$10.57
December 28, 2022
C$13.45
December 28, 2015
221,888
(19,532)
— (146,884)
55,472
December 28, 2023
C$26.75
September 8, 2016
January 3, 2017
January 2, 2018
January 2, 2019
July 15, 2019
2,171
151,419
152,883
284,674
2,835
—
—
(1,629)
542
September 8, 2024
C$42.83
(1,610)
(1,615)
(73,299)
74,895
January 3, 2025
C$40.84
—
—
—
(1,882)
(37,754)
113,247
(3,431)
—
—
—
281,243
2,835
January 2, 2026
January 2, 2027
July 15, 2027
C$54.00
C$33.43
C$35.98
C$30.77
2,418,260 (1,321,427)
(27,927)
(540,672)
528,234
The following reconciles the stock options outstanding:
C$1.55
C$1.44
C$1.83
C$4.21
C$8.06
C$7.74
C$9.53
C$5.01
C$4.90
Balance at beginning of period
Granted during the period
Expired during the period
Exercised during the period
Balance at end of period
Fiscal 2019
Fiscal 2018
Number
946,306
287,559
(6,928)
(158,031)
1,068,906
Weighted average
exercise price
C$27.02
C$33.46
C$40.75
C$12.77
C$30.77
Number
979,333
152,833
—
(185,860)
946,306
Weighted average
exercise price
C$19.94
C$54.00
—
C$11.91
C$27.02
Restricted Share Unit Plan for Non-Employee Directors
Pursuant to the Company’s Restricted Share Unit Plan for Non-Employee Directors, a maximum of 500,000 Shares are reserved for issuance to
non-employee directors. The Company issued approximately $145 thousand of director restricted Share units (“Director RSUs”) in 2019 Q4. Of
these Director RSUs issued, approximately $94 thousand were exercised and exchanged for 4,434 Shares.
Capital Allocation Policy
The Company has established a capital allocation policy based on an operating model intended to provide consistent and predictable cash flow
and maintain a strong balance sheet. This policy has established guidelines that are reviewed by the Board on a quarterly basis and provides
targets for maintaining financial flexibility, business investment, and return of capital to shareholders.
Maintaining Financial Flexibility
The Company plans to prudently use leverage to manage liquidity risk. Liquidity risk arises from the Company’s financial obligations and from
the management of its assets, liabilities and capital structure. This risk is managed by regularly evaluating the liquid financial resources to fund
current and long-term obligations, and to meet the Company’s capital commitments in a cost-effective manner.
The main factors that affect liquidity include sales mix, production levels, cash production costs, working capital requirements, capital expenditure
requirements, scheduled repayments of long-term debt obligations, funding requirements of the Company’s pension plans, income taxes, credit
capacity, expected future debt and equity capital market conditions and repurchase of equity through the Company's Normal Course Issuer Bid
("NCIB").
The Company’s liquidity requirements are met through a variety of sources, including cash on hand, cash generated from operations, the credit
facilities, leases, and debt and equity capital markets.
Within the capital allocation policy, management has targeted to maintain leverage between 2 times and 2.5 times Adjusted EBITDA, excluding
IFRS 16 - leases ("IFRS 16"). The Company however, has and may in the future increase leverage beyond this range to fund accretive acquisitions
that are capable of reducing leverage through earnings.
There are certain financial covenants under the Credit Facility that have to be maintained. These financial covenants include an interest coverage
ratio and a total leverage ratio. The maximum total leverage ratio under the Credit Facility is 3.75 and increases to 4.25 for one year following
a material acquisition. The acquisition of ADL on May 28, 2019 was a material acquisition. The terms of the Credit Facility provide relief from
the impact of changes in accounting policies, including the impact of IFRS 16. At as December 29, 2019, the Company was in compliance with
the ratios.
27 Total Leverage Ratio (must be less than 4.25 for one year following a material acquisition)
Interest Coverage Ratio (must be greater than 3.00)
December 29, 2019
December 30, 2018
3.24
7.73
2.09
13.39
Business Investment
The Company plans to invest in the current business for future growth and will continue to invest in lean manufacturing operations to improve
quality and cost effectiveness. In addition, business acquisitions will be considered to further grow and diversify the business and to contribute
to the long-term competitiveness and stability of the Company. Investment decisions are based on several criteria, including but not limited
to: investment required to maintain or enhance operations; enhancement of cost effectiveness through vertical integration of critical supply
and sub-assembly in-sourcing; and acquisitions in current or adjacent markets that are considered accretive to the business.
Return of Capital to Shareholders
The Company intends to have a Share dividend policy that is consistent with the Company`s financial performance and the desire to retain
certain cash flows to support the ongoing requirements of the business and to provide the financial flexibility to pursue revenue diversification
and growth opportunities.
The Company`s Fiscal 2019 Free Cash Flow was C$211.4 million compared to declared dividends of C$105.5 million during this period. For Fiscal
2018 Free Cash Flow was C$210.5 million compared to declared dividends of C$90.3 million. This resulted in a payout ratio of 49.9% in 2019
compared to 42.9% in 2018.
As a result of continued expectations for strong Free Cash Flow generation and lower expected capital expenditures in Fiscal 2019, on March
13, 2019, the Board approved an annual dividend rate increase to C$1.70 per Share from the prior annual rate of C$1.50 per share, effective
for dividends declared subsequent to March 13, 2019. This represents an annual dividend rate increase of 13.3% and the Board and management
believe that this dividend rate has been established at a sustainable level. The Board expects to maintain dividends at this rate on a quarterly
basis, although such distributions are not assured.
On June 11, 2018, the Company announced that the TSX had accepted a notice filed by the Company of its intention to implement the previous
Normal Course Issuer Bid (the "Former NCIB") to repurchase its Shares through the facilities of the TSX and any alternative Canadian trading
systems on which the Shares are traded. On January 17, 2019 the Company amended the Former NCIB. Pursuant to the amended Former NCIB,
the Company was permitted to repurchase for cancellation up to 5,549,465 Shares, representing approximately 10% of the outstanding public
float of Shares on June 4, 2018. The Company was permitted to repurchase Shares commencing on June 14, 2018 up to June 13, 2019, or earlier
should the Company have completed its repurchases prior to such date. The Former NCIB expired June 13, 2019.
On June 12, 2019 the Company announced that the TSX had accepted a notice filed by the Company of its intention to implement the NCIB to
replace the Former NCIB to repurchase its Shares through the facilities of the TSX and any alternative Canadian trading systems on which the
Shares are traded. The Company is permitted to repurchase for cancellation up to 5,357,914 Shares, representing approximately 10% of the
outstanding public float of Shares on June 4, 2019. The Company is permitted to repurchase Shares commencing on June 17, 2019 up to June
16, 2020, or earlier should the Company complete its repurchases prior to such date.
The actual number of Shares to be purchased and the timing and pricing of any purchases under the NCIB will depend on future market conditions
and potential alternative uses for cash resources. The Company may elect to modify, suspend or discontinue the program at any time without
prior notice. During 2019 Q1, the Company repurchased 232,100 Shares under the Former NCIB at an average price of C$31.82 per Share for a
total repurchase of C$7.4 million. The Company canceled 986,075 Shares during 2019 Q1, including 232,100 Shares purchased in 2019 Q1 and
753,975 Shares that were purchased in 2018 Q4. There were no shares purchased or canceled under the Former NCIB or the NCIB during 2019
subsequent to 2019 Q1.
Total Capital Distributions to Shareholders
(U.S. dollars in millions)
Dividends paid
NCIB Share repurchase
Total
Critical accounting estimates and judgments
2019 Q4
2018 Q4
Fiscal
2019
Fiscal
2018
$
$
20.0 $
18.1
$
76.4 $
—
36.9
5.7
68.2
66.5
20.0 $
55.0
$
82.1 $
134.7
The Company's critical accounting estimates and judgments can be found within note 2 to the 2019 Annual Financial Statements.
28 New and amended standards adopted by the Company
IFRS 16
Effective December 31, 2018, the Company adopted IFRS 16, which specifies how to recognize, present and disclose leases. The standard provides
a single lessee accounting model, requiring lessees to recognize assets and liabilities for all major leases. The adoption of this standard resulted
in the recognition of amounts through the consolidated statements of net earnings through depreciation and interest charges on the right-of-use
asset and lease liability, respectively. Under the former accounting policy, IAS 17, expenses related to leases were recorded through operating
expenses. On transition, the Company elected to use the following practical expedients:
•
•
•
To utilize the modified retrospective approach to adopting the standard, accordingly comparative information for 2018 has not been
restated.
To utilize the definition of a lease under IAS 17, leases to identify contracts that are, or contain, leases.
To exclude the recognition of the right-of-use asset and lease liability for leases with a term of twelve months or less.
Lease assets formerly capitalized as fixed assets are transferred at their net book value to the right-of-use asset line item within consolidated
statement of financial position. No adjustments to the carrying value of these leased assets was made as a part of transition to IFRS 16.
The transition adjustment is shown in below.
Assets
Right-of-use
asset
Property,
plant and
equipment
Other long-
term asset
Obligations
under
leases
Liabilities
Current
portion of
obligation
under
leases
Accounts
Payable and
accrued
liabilities
Opening balances at December 31, 2018
Transition to IFRS 16
Adjusted December 31, 2018
$
$
— $
247,943 $
1,052
$
19,087 $
7,936 $
366,517
131,595
(27,319)
4,225
104,670
5,553
(1,722)
131,595 $
220,624 $
5,277
$
123,757 $
13,489 $
364,795
The following table reconciles the Company's operating lease obligations at December 30, 2018, as previously disclosed in the Company's audited
consolidated financial statements.
Operating lease commitments at December 30, 2018
Extension options reasonably certain to be exercised
Discounted using the incremental borrowing rate at December 31, 2018
Recognition exemptions for short-term and low-value leases
Lease obligations recognized at December 31, 2018
The weighted average incremental borrowing rate at December 31, 2018 was 5.3%.
The Company's accounting policy under IFRS 16 is as follows:
$
$
70,690
134,422
(94,316)
(573)
110,223
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys a right to
control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured
based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which
it is located, less any lease incentives received. The assets are depreciated based on the lease term of the asset using the straight-line method.
The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. Lease terms are
as follows:
Land and Building
Machinery and Equipment
Automobiles
Office Equipment
4 - 35 years
15 months - 5 years
13 months - 3 years
14 months - 5 years
The lease liability is initially measured at the present value of the lease payments that are not paid at commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing rate. The lease
29 liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments
arising from a change in an index or rate or if the Company changes its assessment of whether it will exercise a purchase, extension or termination
option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is
recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Controls and Procedures
Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining internal controls over financial reporting (“ICFR”), as defined under rules adopted
by the Canadian Securities Administrators. ICFR were designed under the supervision of, and with the participation of, the President and Chief
Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”). The Company’s ICFR are designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with IFRS.
On December 15, 2014, management adopted the “Internal Control – Integrated Framework 2013” (“COSO 2013”) from the Committee of Sponsoring
Organizations of the Treadway Commission, which replaces the previously issued COSO framework, COSO 1992. This new framework necessitated
a re-evaluation of the controls that management relies upon to support its conclusions, as well as changes to the Company’s testing programs.
Management, under the supervision of the CEO and CFO, evaluated the design and operational effectiveness of the Company’s ICFR as of December
29, 2019 in accordance with the criteria established in COSO 2013, and concluded that the Company’s ICFR are effective.
The Company has limited its design of ICFR to exclude controls, policies and procedures of ADL, as they were acquired not more than 365 days
before the end of the financial period to which this MD&A relates.
ICFR, no matter how well designed, have inherent limitations. Therefore, ICFR can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect all misstatements.
Disclosure Controls
Management is responsible for establishing and maintaining disclosure controls and procedures in order to provide reasonable assurance that
material information relating to the Company is made known to them in a timely manner and that information required to be disclosed is reported
within time periods prescribed by applicable securities legislation. 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. Accordingly,
even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The Company’s
CEO and CFO have concluded that disclosure controls and procedures as at December 29, 2019 were effective.
Limitation of Disclosure Controls and Procedures & Internal Control over Financial Reporting
As permitted by securities legislation, for the period ended December 29, 2019, the Company's management has limited the scope of its design
of the Company's disclosure controls and procedures and the Company's ICFR to exclude controls, policies and procedures of ADL, which the
Company acquired on May 28, 2019.
From the date of acquisition to December 29, 2019 and as at December 29, 2019, certain financial results and financial position of ADL are:
(Unaudited, U.S. dollars in thousands)
Revenue
Net loss
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Fiscal 2019
$
449,101
(43,026)
380,226
403,953
269,271
310,347
Net loss of ADL is impacted by $31.0 million of charges related to the unwind of fair value adjustments of acquired assets and $14.4 million of
intangible amortization related to the purchase price accounting.
30 Appendix A - Acquisition of ADL
On the acquisition date, of May 28, 2019 (the "Acquisition Date") the Company, through its wholly owned subsidiary NFI International
Limited, acquired 100% of the voting equity interest in ADL for £295.1 million. In order to provide context on ADL's operations, management
has provided adjusted historical Fiscal 2018, 2019 Q1 and 2019 Q2 financial information in the table below and has used this information
to present proforma 2018 Q3 and Fiscal 2018 information to provide comparative including ADL's results.
The information below, with the exception of the column entitled "2019 Q2 (Post-acquisition)" do not form a part of NFI's consolidated
reporting.
ADL Select Adjusted Historical Information
(Unaudited, U.S. dollars in thousands unless noted)
ADL's deliveries
(units)
ADL's adjusted
historical revenue -
Manufacturing[1]
ADL's adjusted
historical revenue -
Aftermarket[1]
2018 Q1 2018 Q2 2018 Q3 2018 Q4
Fiscal
2018
2019 Q1 2019 Q2
2019 Q2
(Pre-
Acquisition)
2019 Q2
(Post-
Acquisition)
365
765
682
625
2437
556
393
235
158
£ 80,632 £160,240 £148,074 £134,393
£523,339
£131,507 £ 85,615
£ 53,240 £ 32,375
£ 18,513 £ 17,714 £ 16,976 £ 18,115
£ 71,318
£ 18,820 £ 17,864
£ 10,892 £
6,972
Total Revenue
£ 99,145 £177,954 £165,050 £152,508
£594,657
£150,327 £103,479
£ 64,132 £ 39,347
Average exchange
rate for the period
1.391
1.363
1.304
1.288
1.301
1.280
1.292
1.267
Total Revenue
$137,911 $242,551 $215,225 $196,430
$792,117
$195,575 $132,712
$ 82,859 $ 49,853
Reconciliation of earnings (loss) before interest and income tax expense to Adjusted EBITDA
ADL's adjusted
historical earnings
(loss) before
interest and
income tax
Depreciation and
amortization
Acquisition related
costs
Gain/(loss) on sale
of assets
ADL's Adjusted
EBITDA
Average exchange
rate for the period
ADL's Adjusted
EBITDA
£ (4,370) £ 10,212 £ 9,912 £ 7,371
£ 23,125
£ 9,947 £ (9,094) £ (6,270) £ (2,824)
1,071
1,450
1,288
1,225
5,034
2,040
2,048
1,273
—
26
—
—
—
—
—
2,486
1,509
(161)
(82)
(150)
(367)
(98)
(23)
(28)
775
977
5
£ (3,273) £ 11,501 £ 11,118 £ 8,446
£ 27,792
£ 11,889 £ (4,583) £ (3,516) £ (1,067)
1.391
1.363
1.304
1.288
1.301
1.280
1.292
1.267
$ (4,553) $ 15,676 $ 14,498 $ 10,878
$ 36,499
$ 15,468 $ (5,895) $ (4,543) $ (1,352)
[1] All ADL information related to the periods before the Acquisition Date are based on the audited financial statements of ADL provided
to NFI, which were prepared on the basis of UK GAAP. NFI has not independently verified such statements. ADL's previously reported
results have been conformed to IFRS, as presented above.
31 The following table presents NFI proforma comparative information including ADL pre-acquisition results.
Consolidated Revenue
(Unaudited, U.S. dollars in millions)
Deliveries (EUs)
Manufacturing
Aftermarket
Total Revenue
2019 Q4
2018 Q4
Proforma
2018 Q4
2021
800.6 $
117.2
1938
749.6
108.8
1313
576.5
85.5
Fiscal
2019
5784
Fiscal
2019
Proforma
Fiscal
2018
Proforma
6575
7218
Fiscal
2018
4781
2,476.0 $
2,715.9 $
2,838.7
2,141.9
417.4
456.0
472.6
377.2
917.8 $
858.4 $
662.0
$
2,893.4 $
3,171.9 $
3,311.3 $
2,519.1
$
$
Reconciliation of earnings before interest and income tax expense to Adjusted EBITDA
Adjusted historical earnings before
interest and income tax expense
$
71.5 $
70.9 $
Depreciation and amortization
Acquisition related costs
Gain on sale of assets
Other adjustments [1]
31.1
1.5
0.1
19.6
—
—
(0.5) $
0.5 $
61.4
18.0
—
—
0.5
173.1
104.6
44.1
—
0.4
177.9 $
268.6 $
238.3
108.9 $
44.1
— $
0.4 $
74.5
(1.7)
0.3
10.7 $
67.8
(1.7)
0.3
10.7
Adjusted EBITDA
$
103.9 $
91.0 $
79.9
$
322.2 $
331.3 $
352.4 $
315.4
[1] Other adjustments to Adjusted EBITDA are disclosed in the table Reconciliation of Net Earnings to Adjusted EBITDA.
The information in the table above is provided for 2019 and 2018 to allow readers to understand the impact of ADL's performance as it
relates to the Company.
As a result of the acquisition of ADL, management has updated its presentation of revenue information on the geographic basis of "North
America", "United Kingdom and Europe", "Asia Pacific", and "Other" geographies in order to reflect the global nature of the Company's
operations as a result of the acquisition of ADL. Comparative period information has been restated to reflect this presentation.
On the Acquisition Date, NFI completed the acquisition of ADL through the purchase of all the issued and outstanding shares of ADL for
total consideration of £320 million (approximately $405 million) subject to certain purchase price adjustments (including repayment of
outstanding indebtedness) resulting in a purchase price of £295 million (approximately $374 million).
In conjunction with the acquisition, NFI borrowed approximately $118 million under its existing senior credit facility, entered into and
drew the full amount under a new $300 million credit facility, and issued from treasury 1.47 million Shares, in lieu of cash, to ADL’s
primary shareholders. The funds were used to fund the acquisition, repay ADL's credit facilities, and provide operating capital to ADL.
The acquisition is considered to be a business combination under IFRS 3, Business Combinations (“IFRS 3”) with NFI as the acquirer and
ADL as the acquired entity.
32 For the purposes of preparing the unaudited financial information of ADL presented below, adjustments have been made to the historical
financial statements of ADL to convert its financial statements prepared in accordance with UK GAAP to IFRS and to conform its accounting
policies and presentation to those used by the Company. The details of these adjustments are as presented in the following tables.
(Unaudited, U.S. dollars in thousands
unless noted)
Cash and contingent consideration
NFI shares issued
Purchase price
Cash acquired
Net purchase price
Net assets acquired
Inventory
Accounts receivable
Prepaid expenses
Derivative financial instruments
Property, plant and equipment
Right-of-use assets
Income taxes payable
Deferred revenues
Lease liability
Long-term debt
Provisions
Deferred tax liabilities
Net tangible assets acquired
Trade names
Patent and licenses
Customer relationships
Backlog of sales orders
Identifiable intangible assets acquired
Goodwill acquired
UK GAAP
IFRS
Adjustments
IFRS
(GBP)
US Dollar
£1 = US
$1.2663
Fair Value
Adjustments
May 28, 2019
Opening
Balance
Sheet
267,578 $
338,834
27,552
34,888
295,130
373,723
36,614
46,364
258,516
327,359
338,834
34,888
373,723
46,364
327,359
151,788
192,209
29,367
221,576
34,608
5,283
(4,068)
(4,248)
3,563
13,581
14,989
71,450
4,175
90,477
5,287
(276)
(349)
21,819
13,581
27,629
17,198
(136,320)
(172,622)
(1,286)
(1,628)
16,020
(61,634)
(63,199)
(80,029)
(177)
(13,941)
(14,118)
(17,877)
—
—
(45,000)
(56,984)
(5,871)
(7,434)
117,180
66,167
8,243
3,972
18,256
—
(1,286)
(1,565)
(45,000)
(5,871)
(1,211)
7,399
90,477
5,287
(349)
43,649
17,198
(172,622)
(1,628)
(80,029)
(17,877)
(56,984)
(7,434)
3,503
(8,364)
2,292
(965)
2,902
(44,636)
(41,734)
(1,221)
751
(470)
43,181
22,287
43,181
22,287
123,338
123,338
14,562
203,368
124,462
14,562
203,368
124,462
Accounts payable and accrued liabilities
(151,309)
The goodwill acquired is largely attributable to NFI’s opportunity to grow its geographical footprint, diversify its product offering and
take leading positions in new markets. This goodwill is not expected to be deductible for tax purposes. As of December 29, 2019, the
analysis of identified intangible assets and fair values is incomplete. Management continues to assess and value the purchase price
allocation and as such remains subject to adjustments that could arise as a result of new information that would impact the determination
of fair value of the assets acquired and liabilities assumed.There is continued analysis to be undertaken which will complete the validation
of the valuation assumptions, these items include valuation of provisions, and accrued liabilities.
33 Alexander Dennis Limited
Unaudited Consolidated Statement of Earnings
Reconciliation of UK GAAP financial statements to IFRS consistent with NFI Group Inc. accounting policies
As at December 30, 2018
December 30,
2018
Turnover
Cost of Sales
Gross Profit
Distribution Costs
Administrative Expenses
Operating Profit
Interest income
Interest expense
Earnings before income tax expense
Income tax expense
Current income taxes
Deferred income taxes
Tax on profit
UK GAAP
IFRS
Adjustments
(000s in £)
£
630,797
£
(36,140)
536,963
(24,299)
Note
(d)(e)
(d)(e)
93,834
21,461
41,591
30,782
(4,611)
2,675
32,718
3,082
985
4,067
(4,184)
(a)(b)(c)
(1,466)
(f)
(1,459)
(1,459)
December 30, 2018
IFRS
IFRS
(000s in £)
(000s in S)
594,657
512,664
81,993
21,461
37,407
23,125
(6,077)
2,675
792,116
682,897
109,219
28,587
49,828
30,804
(8,095)
3,563
26,527
35,336
3,082
(474)
2,608
4,105
(631)
3,474
Net earnings for the period
£
28,651
£
23,919 £
31,862
Other comprehensive income
Foreign exchange differences on
translation of foreign operations
Cash flow hedging
Taxation on hedging instruments
Other comprehensive income for the
period
Total comprehensive income for the
period
(1,528)
62
(f)
(f)
1,240
1,528
(62)
2,706
31,357
1,240
1,652
—
—
—
—
1,240
1,652
25,159
33,514
Notes:
(a) Reduction new product development costs previously capitalized and reclassification of costs related to demo buses from
intangible assets to tangible assets.
(b) Adjustment to reflect that goodwill is not amortizing under IFRS.
(c) Recognition of right-of-use assets, lease liabilities and related interest and depreciation related to IFRS 16.
(d) Change in revenue recognition timing from completion of vehicle production to customer delivery or pickup.
(e) Change in revenue recognition from revenue recognized over time to revenue recognized at a point in time.
(f) Change in accounting for derivatives in accordance with NFI policy. Financial instruments are no longer designated as
accounting hedges.
34 Appendix B - Meaning of Certain References
References in this MD&A to the “Company” are to NFI and all of its direct or indirect subsidiaries, including New Flyer Industries Canada
ULC (“NFI ULC”), New Flyer of America Inc. (“NFAI”), The Aftermarket Parts Company, LLC (“TAPC”), TCB Enterprises, LLC ("TCB"), KMG
Fabrication, Inc. ("KMG"), Carfair Composites Inc. (“CCI”) and Carfair Composites USA, Inc. (“CCUI”, and together with "CCI", "Carfair"),
The Reliable Insurance Company Limited, ARBOC Specialty Vehicles, LLC ("ARBOC"), New MCI Holdings, Inc. and its affiliated entities
(collectively, "MCI”), NFI Holdings Luxembourg s.a.r.l., and Alexander Dennis Limited and its affiliated entities (collectively, "ADL")
References to “New Flyer” generally refer to NFI ULC, NFAI, TAPC, KMG, CCI, CCUI and TCB. References in this MD&A to “management”
are to senior management of NFI and the Company.
The common shares of NFI (“Shares”) are traded on the Toronto Stock Exchange ("TSX") under the symbol “NFI”. As at December 29,
2019, 62,493,880 Shares were issued and outstanding. Additional information about NFI and the Company, including NFI’s annual
information form, is available on SEDAR at www.sedar.com.
Buses manufactured by New Flyer and ADL's single and double deck buses are classified as "transit buses". ARBOC manufactures body-
on-chassis or “cutaway” and "medium-duty" buses that service transit, paratransit, and shuttle applications. Collectively, transit buses,
medium-duty buses and cutaways, are referred to as "buses".
A “motor coach” or “coach” is a 35-foot to 45-foot over-the-highway bus typically used for intercity transportation and travel over
longer distances than heavy-duty transit buses, and is typically characterized by (i) one or two axles in the rear (related to the weight
of the vehicle), (ii) high deck floor, (iii) baggage compartment under the floor, (iv) high-backed seats with a coach-style interior (often
including a lavatory and underfloor baggage compartments), and (v) no room for standing passengers.
All of the data presented in this MD&A with respect to the number of transit buses, medium-duty buses, cutaways and motor coaches
in service and delivered, is measured in, or based on, “equivalent units”. One equivalent unit (or “EU”) represents one production slot,
being one 30-foot, 35-foot, 40-foot, 45-foot heavy-duty transit bus, one double deck bus, one medium-duty bus, one cutaway bus or
one motor coach, whereas one articulated transit bus represents two equivalent units. An articulated transit bus is an extra-long transit
bus (approximately 60-feet in length), composed of two passenger compartments connected by a joint mechanism. The joint mechanism
allows the vehicle to bend when the bus turns a corner, yet have a continuous interior.
Forward looking Statements
Certain statements in this MD&A are “forward looking statements”, which reflect the expectations of management regarding the
Company's future growth, results of operations, performance and business prospects and opportunities. The words “believes”,
“anticipates”, “plans”, “expects”, “intends”, “projects”, “forecasts”, “estimates” and similar expressions are intended to identify
forward looking statements. These forward-looking statements reflect management's current expectations regarding future events and
operating performance and speak only as of the date of this MD&A. Forward-looking statements involve significant risks and uncertainties,
should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not
or the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ
materially from the results discussed in the forward-looking statements. Such differences may be caused by factors which include, but
are not limited to, 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 (including the effect on demand for the Company's products and
services as a result of the impact of the COVID-19 virus on customers); 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 may cease to exist, which may limit the ability of shareholders to trade
Shares; the market price for the Shares may be volatile; if securities or industry analysts do not publish research or reports about the
Company or if their reports are inaccurate or unfavorable to the Company or its business, or 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, other risk factors may include entrance of new competitors; failure of the ratification of
the United States-Mexico-Canada Agreement (USMCA) could be materially adverse to NFI; current requirements under “Buy America”
regulations may change and/or become more onerous or suppliers’ “Buy America” content may change; changes resulting from a hard
exit of United Kingdom (UK) from the European Union (commonly referred to as "Brexit")and/or changes to the US Federal Funding
mechanism (FAST Act) or Trade Policies may result in supply chain disruption and a potential downturn in the UK and US economies that
may suppress demand; failure of the Company to comply with the disadvantaged business enterprise ("DBE") program requirements or
the failure to have its DBE goals approved by the FTA; absence of fixed term customer contracts; exercise of options and customer
suspension or termination for convenience; United States content bidding preference rules may create a competitive disadvantage;
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; operational risk, dependence on limited sources or unique sources of supply (including
the risk of supply disruption due to suppliers affected by the COVID-19 virus); 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
35 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 as well as the imposition of tariffs and surtaxes on material imports; the Company
may incur material losses and costs as a result of product warranty costs, recalls and remediation of buses; production delays may result
in liquidated damages under the Company’s contracts with its customers; catastrophic events 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 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; 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 claims; the Company may have
difficulty selling pre-owned coaches and realizing expected resale values; the Company may incur costs in connection with provincial,
state or federal 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, disclosure 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;
acquisition risk; 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; payment of dividends is not
guaranteed; a significant amount of the Company’s cash is distributed, which may restrict potential growth; NFI is dependent on its
subsidiaries for all cash available for distributions; future sales or the possibility of future sales of a substantial number of Shares may
impact the price of the Shares and could result in dilution; if the Company is required to write down goodwill or other intangible assets,
its financial condition and operating results would be negatively affected; income tax risk, investment eligibility and Canadian Federal
Income Tax risks; the effect of comprehensive U.S. tax reform legislation on the NF Holdings and its U.S. subsidiaries (the “NF Group”),
whether adverse or favorable, is uncertain; certain U.S. tax rules may limit the ability of NF Group to deduct interest expense for U.S.
federal income tax purposes and may increase the NF Group’s tax liability; certain financing transactions could be characterized as
“hybrid transactions” for U.S. tax purposes, which could increase the NF Group’s tax liability. NFI cautions that this list of factors is not
exhaustive. These factors and other risks and uncertainties are discussed in NFI’s press releases, Annual Information Form and materials
filed with the Canadian securities regulatory authorities which are available on SEDAR at www.sedar.com.
Although the forward looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions,
investors cannot be assured that actual results will be consistent with these forward looking statements, and the differences may be
material. These forward looking statements are made as of the date of this MD&A and NFI assumes no obligation to update or revise
them to reflect new events or circumstances, except as required by applicable securities laws.
DEFINITIONS OF ADJUSTED EBITDA, ROIC, FREE CASH FLOW, ADJUSTED NET EARNINGS, ADJUSTED EARNINGS PER SHARE,
REGIONS INCLUDING: NORTH AMERICA, UK AND EUROPE, ASIA PACIFIC, AND OTHER
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 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, non-recurring restructuring costs, fair
value adjustment to acquired subsidiary company's inventory and deferred revenue, proportion of the total return swap realized, equity
settled stock-based compensation, recovery of currency transactions, prior year sales tax provision, and release of provision related to
purchase accounting.
“Free Cash Flow” means net cash generated by operating activities adjusted for changes in non-cash working capital items, interest
paid, interest expense, income taxes paid, current income tax expense, principal portion of finance lease payments, cash capital
expenditures, 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, proportion of total return swap, recovery on currency transactions, prior year sales tax provision,
non-recurring restructuring costs, gain on release of provision related to purchase accounting, foreign exchange gain (loss) on cash held
in foreign currency.
References to "ROIC" are to net operating profit after taxes (calculated as Adjusted EBITDA less depreciation of plant and equipment,
depreciation of right-of-use assets and income taxes at the expected effective tax rate) divided by average invested capital for the last
36 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" are to net earnings 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, 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, gain on release of provision related to purchase accounting, recovery on currency transactions,
prior year sales tax provision, and non-recurring restructuring costs .
References to "Adjusted Earnings per Share" are to Adjusted Net Earnings divided by the average number of Shares outstanding.
Management believes Adjusted EBITDA, ROIC, Free Cash Flow, Adjusted Net Earnings and Adjusted Earnings per Share are useful measures
in evaluating the performance of the Company. However, Adjusted EBITDA, ROIC, Free Cash Flow, Adjusted Net Earnings and Adjusted
Earnings per Share are not recognized earnings measures under IFRS and do not have standardized meanings prescribed by IFRS. Readers
of this MD&A are cautioned that ROIC, Adjusted Net Earnings 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 to Adjusted EBITDA, based on the
Financial Statements, has been provided under the headings “Reconciliation of Net Earnings to Adjusted EBITDA”. A reconciliation of
Free Cash Flow to cash flows from operations is provided under the heading “Summary of Free Cash Flow”. A reconciliation of net
earnings to Adjusted Net Earnings is provided under the heading “Reconciliation of Net Earnings to Adjusted Net Earnings”.
NFI's method of calculating Adjusted EBITDA, ROIC, Free Cash Flow, Adjusted Net Earnings and Adjusted 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.sedar.com.
Effective December 31, 2018, the Company has adopted IFRS 16, which specifies how to recognize, present and disclose leases. The
standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all major leases. This MD&A
separately presents 2019 Q4 and Fiscal 2019 information, excluding the impact of IFRS 16 in areas where the impact is significant. See
"Critical Accounting Estimates and Judgments" in Note 2 to the Consolidated Financial Statements .
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; Asia Pacific refers to Hong Kong,
Malaysia, Singapore, Australia, and New Zealand; and the Other category includes any sales that do not fall into the categories above.
37 Appendix C - 2019 Fourth Quarter Order Activity
Demand for Transit Buses and Motor Coaches
The Company’s "Bid Universe" metric estimates active public competitions in Canada and the United States and attempts to provide an
overall indication of anticipated heavy-duty transit bus and motor coach public sector market demand. It is a point-in-time snapshot
of: (i) EUs in active competitions, defined as all requests for proposals received by the Company and in process of review plus bids
submitted by the Company and awaiting customer action, and (ii) management’s forecast, based on data provided by operators, of
expected EUs to be placed out for competition over the next five years.
Management was encouraged by fourth quarter growth in the Company's Bid Universe. At the end of 2019 Q4, the total Bid Universe
was 27,648 EUs, an increase of 18.0% from 2018 Q4 and 0.6% from 2019 Q3, while the active Bid Universe increased by 71.9% from 2018
Q4 and decreased by 4.3% from 2019 Q3. The Bid Universe EUs fluctuate significantly from quarter-to-quarter based on public tender
activity procurement and award processes.
2018 Q4
2019 Q1
2019 Q2
2019 Q3
2019 Q4
Bids in Process
(EUs)
Bids Submitted
(EUs)
Active EUs
670
1,350
1,231
1,216
1,760
2,061
2,039
2,929
3,691
2,934
2,731
3,389
4,160
4,907
4,694
Forecasted Industry
Procurement over 5
Years (EUs)(1)
20,694
21,143
20,686
22,588
22,954
Total Bid Universe
(EUs)
23,425
24,532
24,846
27,495
27,648
(1) Management’s estimate of anticipated future industry procurement over the next five years is based on direct discussions with
select U.S. and Canadian transit authorities. This estimate includes potential activity for New Flyer and MCI vehicles, but excludes
potential ARBOC and ADL U.S. and Canadian sales.
Procurement of heavy-duty transit buses and motor coaches by the U.S. and Canadian public sector is typically accomplished through
formal multi-year contracts, while procurement by the private sector, in North America, the UK and Europe and Asia Pacific is typically
made on a transactional basis. As a result, the Company does not maintain a Bid Universe for private sector buses and coaches.
The sale of cutaway and medium-duty buses manufactured by ARBOC is accomplished on a transactional purchase order basis through
non-exclusive third-party dealers who hold contracts directly with the customers. Bids are submitted by and agreements are held with
a network of dealers. Cutaway and medium-duty bus activity therefore is not included in the Bid Universe metric.
ADL does not currently have a Bid Universe metric for the UK and European or Asia Pacific markets similar to New Flyer and MCI's North
American Bid Universe. Management does not believe a similar Bid Universe metric for those markets is suitable given that the majority
of customers in those regions are private operators who make annual purchase decisions. The overall UK market declined from 2015 to
2019, but is expected to be flat in 2020 with recovery in 2021 due to customers' fleet recovery plans. In Asia Pacific, the Hong Kong
market is highly cyclical, and following busier periods in 2015 through 2018, the market has declined as expected to stable annual
deliveries. New Zealand and Singapore remain cyclical markets and both markets saw increased activity in 2017, 2018 and 2019.
Order activity
New orders (firm and options) during 2019 Q4 totaled 1,159 EUs. The new firm and option orders awarded to the Company for 2019 Q4
last twelve months ("LTM") were 3,577 EUs. The Company was also successful at converting 813 EUs of options during 2019 Q4 to firm
orders, which contributed to the 1,518 EUs of options converted to firm orders during 2019 Q4 LTM.
2018 Q4
2019 Q1
2019 Q2
2019 Q3
2019 Q4
New Orders
in Quarter
(Firm and
Option EUs)
857
909
474
1,035
1,159
LTM New Orders
(Firm and
Option EUs)
3,763
3,936
2,998
3,276
3,577
Option
Conversions in
Quarter (EUs)
575
126
350
229
813
LTM Option
Conversions (EUs)
1,795
1,480
1,325
1,554
1,518
38 Options
In 2019 Q4, 159 option EUs expired, compared to 71 option EUs that expired during 2019 Q3.
A significant number of public transit contracts in the U.S. and Canada have a term of five years. In addition, some contracts in the UK
and APAC also have multi-year terms. The table below shows the number of option EUs that have either expired or have been exercised
annually over the past five years, as well as the current backlog of options that will expire each year if not exercised.
2014 2015 2016 2017 2018
2019 2020 2021 2022 2023 2024
Total
A) Options Expired (EUs)
965
504
550
331
741
512
B) Options Exercised (EUs)
1,149 1,339 2,064 1,404
1,795 1,518
3,603
9,269
C) Current Options by year of expiry
(EUs)
1,629 1,526 2,059
639
665 6,518
D) Conversion rate % = B / (A+B)
54%
73%
79%
81%
71%
75%
The Company's conversion rate can vary significantly from quarter-to-quarter and should be looked at on an annual or LTM basis.
In addition to contracts for identified public customers, the Company has focused on state procurements and cooperative purchasing
agreements, with the objective of having available schedules from which customers within a prescribed region or defined list can
purchase. The Company has successfully bid and been named on several state contracts. These contracts, however, are not recorded
in backlog as they do not have defined quantities allocated to the Company or any other OEM. Once a customer purchases a bus under
one of these agreements, the purchase is recorded as a firm order.
The Company's 2019 Q4 LTM Book-to-Bill ratio (defined as new firm orders and exercised options divided by new deliveries) was 85%, a
decrease of 4% from 88% in 2018 Q4 LTM largely driven by the large number of deliveries made during 2019 Q4.
In addition, 664 EUs of new firm and option orders were pending from customers at the end of 2019 Q4, where approval of the award
to the Company had been made by the customer’s board, council, or commission, as applicable, but purchase documentation had not
yet been received by the Company and therefore not yet included in the backlog.
39
Backlog
The Company's total backlog consists of buses sold primarily to U.S. and Canadian public customers and private operators in the UK and
Europe. The majority of the backlog relates to New Flyer transit buses for public clients with some of the backlog consisting of units
from MCI, ADL and ARBOC. Options for ARBOC vehicles are held by dealers, rather than the operator, and are not included as optionsgre
in the NFI backlog, but are converted to firm backlog when vehicles are ordered by the dealer.
Transit buses and motor coaches incorporating clean propulsion systems, including compressed natural gas ("CNG"), diesel-electric hybrid,
and ZEBs, which consist of trolley-electric, fuel cell-electric, and battery-electric buses represent approximately 42.0% of the total
backlog. ZEBs represent approximately 4% of total backlog.
2019 Q4
2019 Q3
2018 Q4
Beginning of period
4,313
7,281
11,594
Firm
Firm
Orders Options
Total
Orders Options
—
950
813
—
—
209
1,159
(813)
—
Total
9,997
2,031
1,035
6,691
805
85
(229)
0
3,306
1,226
950
229
Firm
Orders Options
Total
3,423
7,687
11,110
—
785
575
—
73
(575)
—
858
0
—
(1)
(1,126)
(9)
(1,844)
—
(1,844)
(1,392)
—
(1,392)
(1,126)
(8)
(159)
(167)
(6)
(71)
(77)
(8)
4,224
6,518
10,742
4,313
7,281
11,594
3,649
7,184
10,833
Acquired Backlog (ADL)(1)
New orders
Options exercised
Shipments(2)
Cancelled/expired
End of period
Consisting of:
Heavy-duty transit buses
3,236
5,722
Motor coaches
Cutaway and medium-duty buses
615
373
796
—
8,958
1,411
373
3,295
6,480
664
354
801
—
9,775
1,465
354
3,024
468
157
6,177
1,007
—
9,201
1,475
157
Total Backlog
4,224
6,518
10,742
4,313
7,281
11,594
3,649
7,184
10,833
(1) ADL's acquired backlog was as of the period ended June 30, 2019
(2) Shipments do not include delivery of pre-owned coaches as these coaches are not included in the backlog.
At the end of 2019 Q4, the Company's total backlog (firm and options) of 10,742 EUs (valued at $5.2 billion) has decreased compared
to 11,594 EUs (valued at $5.5 billion) at the end of 2019 Q3. The decrease was driven by record deliveries in the quarter of 1,844 EUs.
The summary of the values is provided below.
2019 Q4
2019 Q3
2018 Q4
Equivalent
Units
Equivalent
Units
Equivalent
Units
Total firm orders
Total options
$
1,928.8
3,245.1
4,224
$
6,518
1,877.3
3,598.6
4,313
$
7,281
1,937.5
3,414.1
3,649
7,184
Total backlog
$
5,177.9
10,742
$
5,475.9
11,594
$
5,351.6
10,833
40 Consolidated Financial Statements of
NFI GROUP INC.
December 29, 2019
TABLE OF CONTENTS
Consolidated Statements of Net Earnings and Total Comprehensive Income
Consolidated Statements of Financial Position
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Page
4
5
6
7
8 - 40
Deloitte LLP
360 Main Street
Suite 2300
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Canada
Tel: 1-204-942-0051
Fax: 1-204-947-9390
www.deloitte.ca
Independent Auditor’s Report
To the Shareholders of NFI Group Inc.
Opinion
We have audited the consolidated financial statements of NFI Group Inc. (the “Company”), which comprise
the consolidated statements of financial position at December 29, 2019 and December 30, 2018, and the
consolidated statements of net earnings and total comprehensive income, changes in equity and cash
flows for the years then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the Company as at December 29, 2019 and December 30, 2018, and its financial performance
and its cash flows for the years then ended in accordance with International Financial Reporting Standards
(“IFRS”).
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian
GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in
Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
Management is responsible for the other information. The other information comprises:
Management’s Discussion and Analysis
Our opinion on the financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon. In connection with our audit of the financial
statements, our responsibility is to read the other information identified above and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on
the work we have performed on this other information, we conclude that there is a material misstatement
of this other information, we are required to report that fact in this auditor’s report. We have nothing to
report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial
Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
1
In preparing the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with Canadian GAAS will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Company to express an opinion on the financial statements. We are responsible for
the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
2
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Michael Boucher.
Chartered Professional Accountants
Winnipeg, Manitoba
March 11, 2020
3
NFI GROUP INC.
CONSOLIDATED STATEMENTS OF NET EARNINGS AND TOTAL COMPREHENSIVE INCOME
52 Weeks ended December 29, 2019 ("Fiscal 2019") and 52 Weeks ended December 30, 2018 ("Fiscal 2018")
(in thousands of U.S. dollars except per share figures)
Revenue (note 22)
Cost of sales (note 4)
Gross profit
Sales, general and administration costs and other operating expenses
Foreign exchange loss (gain)
Earnings from operations
Gain on release of provision
Gain (loss) on disposition of property, plant and equipment
Unrealized foreign exchange loss on non-current monetary items
Earnings before interest and income taxes
Interest and finance costs
Interest on long-term debt and convertible debentures
Accretion in carrying value of long-term debt and convertible debentures (note 16)
Interest expense on lease liability
Other interest and bank charges
Fair market value loss on interest rate swap
Earnings before income tax expense
Income tax expense (note 15)
Current income taxes
Deferred income taxes recovered
Fiscal 2019
Fiscal 2018
$
2,893,436 $
2,479,954
413,482
241,454
(1,036)
173,064
—
46
(60)
173,050
39,127
829
7,211
4,208
21,980
73,355
99,695
61,339
(19,342)
41,997
2,519,021
2,064,813
454,208
210,560
5,793
237,855
2,138
(267)
(1,381)
238,345
20,518
3,316
—
3,028
830
27,692
210,653
56,263
(5,552)
50,711
Net earnings for the year
$
57,698 $
159,942
Other comprehensive income (loss)
Actuarial income (loss) on defined benefit pension plan - this item will not be reclassified
subsequently to profit or loss
Unrealized foreign exchange gains on translation of foreign operations
Total comprehensive income for the year
Net earnings per share (basic) (note 18)
Net earnings per share (diluted) (note 18)
The accompanying notes are an integral part of the audited consolidated financial statements.
(4,390)
11,865
65,173
0.93 $
0.93 $
3,170
—
163,112
2.56
2.55
$
$
$
4
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 29, 2019
(in thousands of U.S. dollars)
Assets
Current
Cash
Accounts receivable (note 3, 21 c)
Income tax receivable
Inventories (note 4)
Prepaid expenses and deposits
Property, plant and equipment (note 5, 22)
Right-of-use asset (note 6)
Derivative financial instruments (note 21 b,c)
Goodwill and intangible assets (note 7)
Other long term asset (note 8)
Liabilities
Current
Accounts payable and accrued liabilities
Derivative financial instruments (note 21 b,c)
Current portion of long-term liabilities (note 9)
Accrued benefit liability (note 10)
Obligations under leases (note 6)
Deferred compensation obligation (note 11)
Deferred revenue (note 13)
Other long-term liabilities
Provisions (note 14)
Deferred tax liabilities (note 15)
Derivative financial instruments
Long-term debt (note 16)
Commitments and contingencies (note 24)
Shareholders' equity
Share capital (note 17)
Stock option and restricted share unit reserve (note 12)
Accumulated other comprehensive income (loss)
Treasury shares (note 17)
Retained earnings
December 29, 2019
December 30, 2018
$
28,233 $
531,736
17,375
672,243
10,094
1,259,681
268,748
153,323
—
1,250,518
19,612
10,820
387,486
34,115
424,685
10,434
867,540
247,943
—
6,592
951,010
1,052
$
2,951,882 $
2,074,137
581,612
4,651
144,524
730,787
8,037
143,999
2,790
13,354
—
62,180
105,023
15,388
366,517
1,542
80,310
448,369
5,265
19,087
4,979
10,443
1,008
64,946
83,121
—
$
$
$
1,053,126
2,134,684 $
639,432
1,276,650
680,962
6,828
769
—
128,639
817,198 $
2,951,882 $
654,307
5,796
(6,706)
(8,835)
152,925
797,487
2,074,137
The accompanying notes are an integral part of the audited consolidated financial statements.
Approved and authorized by the board of directors on March 11, 2020.
"Hon. Brian V. Tobin, Director"
"Phyllis Cochran, Director"
5
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the year ended December 29, 2019
(in thousands of U.S. dollars)
Stock Option
and Restricted
Share Unit
Reserve
Share Capital
Accumulated
Other
Comprehensive
Income (Loss) Treasury shares
Retained
Earnings
(Deficit)
Total
Shareholders’
Equity
Balance, December 31, 2017
$
665,602 $
4,724 $
(9,876) $
— $
107,379 $
767,829
Net earnings
Other comprehensive loss
Dividends declared on common shares
—
—
—
—
—
—
—
3,170
—
Repurchase and cancellation of common shares
(13,973)
Change in share purchase commitment
Share-based compensation, net of deferred
income taxes
Shares issued
—
2,678
2,061
(989)
—
—
—
—
—
(8,835)
—
—
159,942
—
(68,646)
(32,234)
(13,516)
—
—
159,942
3,170
(68,646)
(46,207)
(22,351)
2,061
1,689
Balance, December 30, 2018
$
654,307 $
5,796 $
(6,706) $
(8,835) $
152,925 $
797,487
Net earnings
Other comprehensive income
Dividends declared on common shares
—
—
—
Repurchase and cancellation of common shares
(10,451)
Change in share purchase commitment
Share-based compensation, net of deferred
income taxes
Shares issued
—
—
37,106
—
—
—
—
—
1,515
(483)
—
7,475
—
—
—
—
—
— $
57,698
—
—
—
8,835
—
—
—
(79,950)
(2,034)
—
—
—
57,698
7,475
(79,950)
(12,485)
8,835
1,515
36,623
Balance, December 29, 2019
$
680,962 $
6,828 $
769 $
— $
128,639 $
817,198
The accompanying notes are an integral part of the audited consolidated financial statements.
6
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 29, 2019
(in thousands of U.S. dollars)
Operating activities
Net earnings for the period
Income tax expense
Depreciation of plant and equipment
Amortization of intangible assets
Share-based compensation
Interest and finance costs recognized in profit or loss
Fair value adjustment for total return swap
Unrealized foreign exchange loss on non-current monetary items
Foreign exchange gain on cash held in foreign currency
Loss (gain) on disposition of property, plant and equipment
Defined benefit expense
Defined benefit funding
Cash generated by operating activities before non-cash working capital items and interest and income
taxes paid
Changes in non-cash working capital items (note 19)
Cash generated from operating activities before interest and income taxes paid
Interest paid
Income taxes paid
Net cash generated from operating activities
Financing activities
Debt issue costs
Repayment of obligations under lease
Proceeds from long-term debt
Share issuance
Repayment of other long-term liabilities
Repurchase of shares
Dividends paid
Net cash generated (used) in financing activities
Investing activities
Acquisition of intangible assets
Proceeds from disposition of property, plant and equipment
Investment in long-term restricted deposits
Net cash used in acquisitions (note 1.1)
Acquisition of property, plant and equipment
Net cash used in investing activities
Effect of foreign exchange rate on cash
Increase in cash
Cash (bank indebtedness) — beginning of period
Cash — end of period
Fiscal 2019
Fiscal 2018
$
57,698 $
159,942
41,997
61,985
42,585
1,566
73,355
949
60
(83)
(46)
5,849
(8,140)
277,775
(91,324)
186,451
(47,676)
(40,167)
98,608
(1,636)
(12,456)
357,516
36,690
—
(5,682)
(76,421)
298,011
(38)
174
(14,490)
(327,360)
(37,575)
(379,289)
83
17,413
10,820
$
28,233 $
50,711
32,840
34,956
1,409
27,692
6,547
1,381
(194)
267
12,333
(22,241)
305,643
(34,344)
271,299
(23,073)
(73,082)
175,144
(2,246)
(5,125)
57,600
1,689
(1,000)
(66,522)
(68,170)
(83,774)
(50)
235
—
—
(70,991)
(70,806)
194
20,758
(9,938)
10,820
The accompanying notes are an integral part of the consolidated financial statements.
7
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
1. CORPORATE INFORMATION
NFI Group Inc. (“NFI” or the “Company”) was incorporated on June 16, 2005 as New Flyer Industries Inc. under the laws of the Province
of Ontario. The name of the Company was changed to "NFI Group Inc." on May 14, 2018 to better reflect the multi-platform nature of the
Company's business. NFI is a leading independent global bus manufacturer providing a comprehensive suite of mass transportation solutions
under brands: New Flyer® (heavy-duty transit buses), Alexander Dennis Limited (single and double-deck buses), Plaxton (motor coaches),
MCI® (motor coaches), ARBOC® (low-floor cutaway and medium-duty buses) and NFI Parts™ (aftermarket parts sales). The Company’s
common shares (the “Shares”) are listed on the Toronto Stock Exchange (“TSX”) under the symbol “NFI”.
These audited consolidated financial statements (the “Statements”) were approved by the Company’s board of directors (the "Board") on
March 11, 2020.
1.1 Acquisition of ADL
On May 28, 2019 (the “Acquisition Date”), the Company through its wholly owned subsidiary NFI International Limited, acquired 100% of
the voting equity interest in Alexander Dennis Limited ("ADL") for £295.1 million ($373.7 million). ADL is an independent bus and coach
manufacturer and a global producer of double deck buses. The purchase price was funded through NFI’s existing credit facility, a new US
$300 million credit facility and the issuance from treasury of 1.47 million Shares, in lieu of cash, to ADL’s primary shareholders. The
Company has included within its consideration £3.4 million ($4.3 million) placed in escrow and £1.5 million ($1.9 million), of contingent
consideration which will be released or paid, respectively to the seller once certain post-closing conditions are met. The acquisition has
been accounted for using the acquisition method. The fair values of the identifiable assets and liabilities acquired have been based on
management’s best estimates and valuation techniques as at the Acquisition Date. The Company adjusted the preliminary purchase price
allocation as set out below to account for information that was not previously available. This included the addition of specific intangible
assets for trade names, patent and licenses, customer relationships, and backlog of sales orders. It also included an adjustment to net
tangible assets acquired. The adjustments recorded resulted in an adjustment to goodwill from the amount originally reported.
8
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
Initial British
Pound Sterling
("GBP")
Adjustments
(GBP)
Revised (GBP)
Opening
Balance Sheet
U.S. Dollar
£1 = US$1.2663
Cash and contingent consideration
NFI shares issued
Purchase price
Cash acquired
Net purchase price
Net assets acquired
Inventories
Accounts receivable
Prepaid expenses and deposits
Derivative financial instruments
Property, plant and equipment
Right-of-use assets
267,578
27,552
295,130
36,614
258,516
177,700
72,195
8,884
(276)
28,038
13,581
Accounts payable and accrued liabilities
(139,264)
Income tax payable
Deferred revenue
Obligations under leases
Long-term debt
Provisions
Deferred tax liabilities
Net tangible assets acquired
Trade Names
Patent and Licenses
Customer relationships
Backlog of sales orders
Identifiable intangible assets acquired
Goodwill acquired
(1,286)
(59,943)
(14,118)
(45,000)
(5,871)
(6,056)
28,584
—
—
—
—
—
—
—
—
—
—
(2,721)
(745)
(4,709)
—
6,432
—
2,944
—
(3,256)
—
—
—
(26,901)
(28,956)
34,100
17,600
97,400
11,500
160,600
267,578
27,552
295,130
36,614
258,516
174,979
71,450
4,175
(276)
34,470
13,581
338,834
34,888
373,722
46,364
327,359
221,576
90,477
5,287
(349)
43,649
17,198
(136,320)
(172,622)
(1,286)
(63,199)
(14,118)
(45,000)
(5,871)
(32,957)
(372)
34,100
17,600
97,400
11,500
160,600
98,288
(1,628)
(80,029)
(17,878)
(56,984)
(7,434)
(41,734)
(471)
43,181
22,287
123,338
14,562
203,368
124,462
The goodwill acquired is largely attributable to NFI’s opportunity to grow its geographical footprint, diversify its product offering and take
leading positions in new markets. This goodwill is not expected to be deductible for tax purposes. As of December 29, 2019, the analysis
of identified intangible assets and fair values is incomplete. Management continues to assess and value the purchase price allocation and
as such remains subject to adjustments that could arise as a result of new information that would impact the determination of fair value
of the assets acquired and liabilities assumed. There is continued analysis to be undertaken which will complete the validation of the
valuation assumptions, these items include valuation of provisions, deferred revenue and accrued liabilities.
During the 214 days between the Acquisition Date and December 29, 2019, ADL produced revenues of approximately $449.0 million and
net loss of $43.0 million, which have been recorded in the audited consolidated statements of net earnings and total comprehensive
income for 2019. If ADL had been acquired on December 31, 2018 the incremental consolidated pro-forma revenue and income for the 52-
week period ending December 29, 2019 would have been as follows:
Revenue
Net earnings
Results as stated
Incremental
Pro-forma results
$
2,893,436 $
57,698
278,464 $
22,934
3,171,900
80,632
Acquisition costs of $13.0 million are recorded in the consolidated statements of net earnings under sales, general and administration costs,
related to the acquisition of ADL.
9
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these Statements are set out below. These policies have been consistently
applied to all periods presented, unless otherwise stated.
2.1 Basis of preparation
The Statements were prepared on a going concern basis in accordance with International Financial Reporting Standards (“IFRS”) which
requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates.
2.2 Principles of consolidation
The Statements include the accounts of the Company's subsidiaries.
Subsidiaries
Subsidiaries are entities over which the Company has control, where control is achieved when the Company: has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its
returns. The Company holds 100% of the voting rights in, and therefore controls, its subsidiaries.
The effects of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries
are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries as follows:
•
•
•
•
cost is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of
exchange, and business acquisition related expenses are expensed as incurred;
identifiable assets acquired and liabilities assumed are measured at their fair values at the acquisition date;
the excess of acquisition cost over the fair value of the identifiable net assets acquired is recorded as goodwill; and
if the acquisition cost is less than the fair value of the net assets acquired, the fair value of the net assets is reassessed and any
remaining difference is recognized directly in the consolidated statements of net earnings and comprehensive income.
Inter-company transactions between subsidiaries are eliminated on consolidation.
2.3 New and amended standards adopted by the Company
IFRS 16 - Leases ("IFRS 16")
Effective December 31, 2018, the Company adopted IFRS 16, which specifies how to recognize, present and disclose leases. The standard
provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all major leases. The adoption of this
standard resulted in the recognition of amounts through the consolidated statements of net earnings through depreciation and interest
charges on the right-of-use asset and lease liability, respectively. Under the former accounting policy, IAS 17, leases ("IAS 17"), expenses
related to leases were recorded through operating expenses. On transition, the Company has elected to use the following practical
expedients:
• To utilize the modified retrospective approach to adopting the standard, accordingly comparative information for 2018 has not been
restated.
• To utilize the definition of a lease under IAS 17, to identify contracts that are, or contain, leases.
• To exclude the recognition of the right-of-use asset and lease liability for leases with a term of twelve months or less.
Lease assets formerly capitalized as fixed assets are transferred at their net book value to the right-of-use asset line item within consolidated
statement of financial position. No adjustments to the carrying value of these leased assets was made as a part of transition to IFRS 16.
10
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The transition adjustment is shown in below.
Assets
Right-of-use
asset
Property,
plant and
equipment
Other long-
term asset
Obligations
under
leases
Liabilities
Current
portion of
obligation
under
leases
Accounts
Payable and
accrued
liabilities
Opening balances at December 31, 2018
Transition to IFRS 16
Adjusted December 31, 2018
$
$
— $
247,943 $
1,052
$
19,087 $
7,936 $
366,517
131,595
(27,319)
4,225
104,670
5,553
(1,722)
131,595 $
220,624 $
5,277
$
123,757 $
13,489 $
364,795
The following table reconciles the Company's operating lease obligations at December 30, 2018, as previously disclosed in the Company's
audited consolidated financial statements.
Operating lease commitments at December 30, 2018
Extension options reasonably certain to be exercised
Discounted using the incremental borrowing rate at December 31, 2018
Recognition exemptions for short-term and low-value leases
Lease obligations recognized at December 31, 2018
The weighted average incremental borrowing rate at December 31, 2018 was 5.3%.
The Company's accounting policy under IFRS 16 is as follows:
$
$
70,690
134,422
(94,316)
(573)
110,223
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys a
right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received. The assets are depreciated based on the lease term of the
asset using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain
to exercise that option. Lease terms are as follows:
Land and Building
Machinery and Equipment
Automobiles
Office Equipment
4 - 35 years
15 months - 5 years
13 months - 3 years
14 months - 5 years
The lease liability is initially measured at the present value of the lease payments that are not paid at commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing
rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in
the future lease payments arising from a change in an index or rate or if the Company changes its assessment of whether it will exercise
a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset,
or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases
that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are recognized
as an expense on a straight-line basis over the lease term.
11
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.4 Reportable Segments
The Company’s reportable segments are organized around the markets it serves and are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker (“CODM”). The President and Chief Executive Officer of the Company has authority
for resource allocation and assessment of the Company’s performance and therefore acts as the CODM.
2.5 Foreign currency
The Company operates with multiple functional currencies. The Company’s consolidated financial statements are presented in U.S. dollars
as this presentation is most meaningful to financial statement users. References to “$” are to U.S. dollars, references to “C$” are to
Canadian dollars, references to "£" are to British pounds sterling. For those subsidiaries with different functional currencies, exchange
rate differences arising from the translation of items that form part of the net investment in the foreign operation are recorded in unrealized
foreign exchange gains (losses) on translation of foreign operations in other comprehensive income.
Monetary balances denominated in a currency other than U.S. dollars are translated at the period end rates of exchange, and the results
of the operations are translated at average rates of exchange for the period. Non-monetary balances are translated at the exchange rate
prevailing at the date of the transaction.
Foreign exchange gains and losses that relate to borrowings, non-current monetary items and non-current forward foreign exchange
contracts are presented in the consolidated statements of net earnings and comprehensive income within “unrealized foreign exchange
loss (gain) on non-current monetary items”.
All other foreign exchange gains and losses are presented in the consolidated statements of net earnings and comprehensive income within
“foreign exchange (loss) gain”.
2.6 Revenue recognition
Manufacturing Operations
Persuasive evidence of an arrangement exists in the form of a written contract. A process is in place that initiates a pre-shipment acceptance
by the customer at the Company’s plant. This acceptance prior to shipment mitigates the likelihood of customer’s dissatisfaction with
the final product upon delivery to the customer. Revenue is recorded when the buses or coaches are delivered or shipped. The customer
does not have a legal right to return the delivered products after the acceptance period, or deviate from the agreed upon price. The
Company’s contract clearly identifies a fixed and determinable price.
In connection with its sales of new coaches, the Company at times agrees to accept a pre-owned coach in exchange and gives the buyer
a credit equal to the pre-owned coach's then-current fair value. Any credit provided to the customer in excess of the fair value of the pre-
owned coach is deducted from the selling price of the new coach.
Operating lease revenue is recorded on a straight-line basis in the period earned over the life of the contract and is recognized in revenue
in the consolidated statements of net earnings and comprehensive income due to its operating nature.
When a single sale transaction requires the delivery of more than one product or service (multiple performance obligations), the revenue
recognition criteria are applied to the separately identifiable performance obligations. A performance obligation is considered to be
separately identifiable if the product or service delivered has stand-alone value to that customer and the fair value associated with the
product or service can be measured reliably. The amount recognized as revenue for each performance obligation is its fair value in relation
to the fair value of the contract as a whole. Management has determined that the standard base warranty included in the bus or coach
purchase is not a separate performance obligation and therefore recognized upon delivery of the bus or coach.
The Company sells extended warranty contracts that provide coverage in addition to the basic coverage. Proceeds from the sale of these
contracts are deferred and amortized into revenue over the extended warranty period commencing at the end of the basic warranty
period. The Company also receives proceeds from the sale of extended warranties relating to major subsystems such as engines,
transmissions, axles and air conditioning that are purchased for the customer from the original equipment manufacturer (“OEM”). The
related cost to purchase the OEM warranty contracts have been recorded as a reduction of revenue as the Company is an agent to the
transaction.
The Company does not recognize revenue on any bus or coach firm or option orders that have not yet been delivered.
Aftermarket Operations
Persuasive evidence of an arrangement exists in the form of an authorized sales order. The customer is invoiced, and revenue is recorded
at the time the part is delivered using a commercial shipper. The price list for parts clearly identifies a fixed and determinable price,
12
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
while also describing that the Company has no legal obligation to accept the return of goods other than on defective and/or warrantable
parts product. Aftermarket parts revenue does not contain any revenue related to the bus or coach warranty.
2.7 Employee benefits
For defined benefit pension plans and other post-employment benefits, the net periodic pension expense is actuarially determined by
independent actuaries using the projected unit credit method. Actuarial remeasurement is comprised of actuarial gains and losses, the
effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), and is reflected immediately
in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur.
Remeasurement recognized in other comprehensive income is reflected immediately in accumulated other comprehensive loss and will
not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is
calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs
are comprised of service costs (including current service cost, past service cost and gain or losses on curtailments and settlements), net
interest expense or income and remeasurement.
The asset or liability recognized in the consolidated statements of financial position is the present value of the defined benefit obligation
at the end of the reporting period less the fair value of plan assets, together with adjustments for past service costs. The present value
of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating
the terms of the related pension liability. For funded plans, surpluses are recognized only to the extent that the surplus is considered
recoverable. Recoverability is primarily based on the extent to which the Company can unilaterally reduce future contributions to the
plan.
Payments to defined contribution plans are expensed as incurred, which is as the related employee service is rendered.
2.8 Share-based compensation plans
The Company operates cash-settled and equity-settled share-based compensation plans under which it receives services from senior
managment and non-employee members of the Board.
For the cash-settled plans (note 11), the expense is determined based on the fair value of the liability at the end of the reporting period
until the awards are settled. Certain share-based compensation plans include non-market performance conditions. The Company`s
accounting policy is to recognize the impact of non-market performance conditions by adjusting the number of awards that are expected
to vest. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest
and recognizes the impact of the revisions on compensation expense (note 22) in the consolidated statements of net earnings and
comprehensive income.
For the equity-settled plans (note 12), share-based payments to senior management are measured at the fair value of the equity instruments
at the grant date. The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period in
which the options vest. The offset to the recorded cost is the stock option reserve. Consideration received on the exercise of stock options
is recorded as share capital and the related stock option reserve is transferred to share capital. Upon expiry, the recorded value is
transferred to retained earnings. At the end of each reporting period, the Company revises its estimate of the number of equity instruments
expected to vest. The impact of the revision of the original estimates, if any, is recognized in the consolidated statements of net earnings
and comprehensive income such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the stock
option reserve. Where the terms and conditions of options are modified, the increase in the fair value of the options, measured immediately
before and after the modification, is also charged to the consolidated statements of net earnings and comprehensive income.
2.9 Cash
Cash and cash equivalents comprise cash on hand, demand deposits and investments with an original maturity at the date of purchase of
three months or less.
2.10 Accounts receivables
Accounts receivables are amounts due from customers from the rendering of services or sale of goods in the ordinary course of business.
Accounts receivables are classified as current assets if payment is due within one year or less. Accounts receivables are recognized initially
at fair value and subsequently measured at amortized cost, less impairment, if any.
The Company maintains an allowance for doubtful accounts and sales adjustments to provide for impairment of trade receivables. The
expense relating to doubtful accounts is included within “Sales, general and administration costs and other operating expenses” in the
consolidated statements of net earnings and comprehensive income.
2.11 Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out principle,
and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them
13
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share
of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.
2.12 Property, plant and equipment
Property, plant and equipment are recorded at cost reduced by applicable investment tax credits, less accumulated depreciation.
Depreciation is calculated at the following annual rates:
Building and building improvements
Machinery and equipment
Demo buses and coaches
Computer hardware and software
Office equipment
Buses and coaches available for lease
20% - 50% straight-line basis
20% - 50% straight-line basis
Depreciation of equipment under finance leases is based on the lesser of the equipment’s useful life or the term of the finance lease.
Property, plant and equipment are tested for impairment as described under “Impairment of non-financial assets” in note 2.15.
2.13 Intangible assets
Identifiable intangible assets are initially recorded at fair value. Based on management’s forecasts and business plans and the going concern
of the Company, the trade names intangible asset (note 7) has been deemed to have an indefinite life, except for the "NABI Parts" tradename
which is amortized over its useful life of 12 years. For purposes of impairment testing, the fair value of trade names is determined using
an income approach.
Intangible assets that have a finite life are amortized using the straight-line method over the estimated useful lives of the assets as follows:
Patents and Licenses
Backlog of sales orders
Customer relationships
5-12 years
1-2 years
21 years
Identifiable intangible assets with finite and indefinite lives are tested for impairment as described under “Impairment of non-financial
assets” in note 2.15.
2.14 Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of
the acquired business at the date of acquisition. Separately recognized goodwill is tested at the end of every reporting period for possible
impairment when there are events or changes in circumstances that indicate that their carrying amounts may not be recoverable and also
tested annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.
2.15 Impairment of non-financial assets
Non-financial assets with finite lives are tested at the end of every reporting period for possible impairment when there are events or
changes in circumstances that indicate that their carrying amounts may not be recoverable. In addition, non-financial assets that are not
amortized are subject to an annual impairment assessment. The carrying values of identifiable intangible assets with indefinite lives are
tested annually for impairment because they are not amortized. Impairment is determined by comparing the recoverable amount of such
assets with their carrying amounts. Any impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its
recoverable amount within earnings of continuing or discontinued operations, as appropriate.
The recoverable amount is the higher of an asset’s fair value less cost to sell or its value in use. For the purpose of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash inflows or cash generating units (“CGUs”). The
Company evaluates impairment losses for potential reversals, other than goodwill impairment, when events or changes in circumstances
warrant such consideration.
14
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.16 Provisions
Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognized when the Company
has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to
settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses, unless the losses
relate to an onerous contract. Provisions are measured at the present value of the expenditures expected to be required to settle the
obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
Provisions are re-measured at each consolidated statements of financial position date using the current discount rate. The increase in the
provision due to passage of time is recognized as interest expense.
At the time of sale, a provision for warranty claims relating to the base warranty on the entire bus or motor coach and a corrosion warranty
on the related structure, is recorded and charged against operations. This warranty provision is based upon management's best estimate
of expected future warranty costs utilizing past claims experience. Actual warranty expenditures are charged against the provision as
incurred.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than
the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the
expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established,
the Company recognizes any impairment loss on the assets associated with that contract.
2.17 Long-term debt
Long-term debt is recognized initially at fair value, net of transaction costs incurred. Debt is subsequently stated at amortized cost with
any difference between the proceeds and the amortized cost recognized in the consolidated statements of net earnings and comprehensive
income over the term of the debt using the effective interest method.
Debt is classified as a current liability unless the Company has an unconditional right to defer settlement for at least 12 months after the
date of the consolidated statements of financial position.
2.18 Financial instruments
Financial assets
Purchases and sales of financial assets are recognized on the settlement date, which is the date on which the asset is delivered to or by
the Company. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or were transferred
and the Company has transferred substantially all risks and rewards of ownership. Financial assets are classified in the following categories
at the time of initial recognition based on the purpose for which the financial assets were acquired:
Financial assets at fair value through profit or loss
Classification
Financial assets at fair value through profit or loss are financial assets held for trading or designated as fair value through profit or loss.
A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term or if so designated by
management. Assets in this category include derivative financial instruments and are classified as short or long term assets in the consolidated
statements of financial position.
Recognition and measurement
Financial assets are initially recognized at fair value and subsequently carried at fair value through profit and loss, with changes recognized
in the consolidated statements of net earnings and comprehensive income. Transaction costs are expensed as incurred.
Financial assets carried at amortized cost
Classification
Financial assets classified as amortized cost are non-derivative financial assets that the Company intends to hold in order to collect the
contractual cash flows and have fixed or determinable payments that are not quoted in an active market. They are included in current
assets, except for those with maturities greater than 12 months after the consolidated statements of financial position date, which are
classified as non-current assets. Assets in this category include accounts receivables, deposits and cash and are classified as current assets
in the consolidated statements of financial position.
15
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recognition and measurement
Financial assets carried at amortized cost are initially recognized at fair value plus transaction costs and subsequently carried at amortized
cost using the effective interest method.
Financial liabilities carried at amortized cost
Financial liabilities primarily consist of bank indebtedness, accounts payable and accrued liabilities, derivative financial instruments,
other long-term liabilities and long-term debt. Financial liabilities are initially measured at fair value and subsequently measured at
amortized cost unless classified as fair value through profit or loss.
Derivative instruments
Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured at their fair
value. The Company’s derivative instruments, while providing effective economic hedges, are not designated as hedges for accounting
purposes. Changes in the fair value of any derivatives that are not designated as hedges for accounting purposes are recognized within
“Fair market value gain (loss) on interest rate swap” or “unrealized foreign exchange (loss) gain on non-current monetary items” in the
consolidated statements of net earnings and comprehensive income consistent with the underlying nature and purpose of the derivative
instruments.
2.19 Taxation
Tax expense comprises current and deferred tax. Tax is recognized in the consolidated statements of net earnings and total comprehensive
income except to the extent it relates to items recognized directly in equity, in which case the related tax is recognized in equity.
Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is
calculated using the tax rates under the laws that were enacted or substantively enacted at the date of the consolidated statements of
financial position.
Deferred tax is accounted for using the liability approach and is the tax expected to be payable or recoverable on temporary differences
between the carrying amount of assets and liabilities in the consolidated statements of financial position and the corresponding tax base
used in the computation of taxable profit. Deferred tax is calculated based on the expected manner of realization or settlement of the
carrying amount of assets and liabilities, using tax rates that are expected to apply to the year of realization or settlement based on tax
rates and laws enacted or substantively enacted at the date of the consolidated statements of financial position.
Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary
differences can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is
not a business combination, and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). The carrying
amount of deferred tax assets is reviewed at each consolidated statements of financial position date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities are generally recognized for all taxable temporary differences except to the extent that the deferred tax liability
arises from: the initial recognition of goodwill; or the initial recognition of an asset or liability in a transaction which is not a business
combination and, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). As well, deferred tax
liabilities are recognized for taxable temporary differences arising on investments in subsidiaries except where the reversal of the temporary
difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.
2.20 Investment tax credits
The Company has earned investment tax credits (“ITCs”) relating to a percentage of eligible current and capital research and development
expenditures incurred in each taxation year. Investment tax credits are recognized when there is reasonable assurance that the Company
will comply with the associated conditions and the grants will be received. The investment tax credits are recognized either as a reduction
in cost of sales on the consolidated statements of net earnings and comprehensive income, or as a reduction in property, plant and
equipment, depending on where the original costs which gave rise to the credits were recorded.
2.21 Vendor Rebates
The Company records certain consideration received from a vendor, which is probable and can be reasonably estimated, as a reduction
of the cost of purchases during the period.
16
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.22 Critical accounting estimates and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal
the actual results. Estimates are reviewed on a regular basis and, as adjustments become necessary, they are reported in the consolidated
statements of net earnings and comprehensive income in the periods in which they become known. The assets and liabilities which require
management to make significant estimates and assumptions in determining carrying values include, inventories, derivative financial
instruments, property, plant and equipment, intangible assets, goodwill, provisions, accrued benefit liability, deferred compensation
obligation and deferred income taxes.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment are addressed
below.
Intangible assets and goodwill
The values associated with the initial recognition and impairment tests of the intangible assets and goodwill involve significant estimates
and assumptions, including those with respect to future cash inflows and outflows, discount rates and asset lives.
These significant estimates are subject to the Company’s future results. These determinations will affect the amount of amortization
expense on intangible assets recognized in future periods.
Management assesses impairment by comparing the recoverable amount of an intangible asset or goodwill with its carrying value. The
determination of the recoverable amount involves significant estimation by management.
Management has determined that for purposes of this evaluation the Company has six CGUs: bus manufacturing, motor coach manufacturing,
ARBOC, ADL manufacturing, ADL aftermarket parts operations and aftermarket parts operations.
Goodwill is allocated to the Company’s six CGUs for the purpose of impairment testing. The Company performs its annual test for impairment
of goodwill in the fourth quarter of each year and also when indicators of impairment exist.
Accrued benefit liability
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates
of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity
approximating the terms of the related pension liability. Determination of benefit expense requires assumptions such as the discount rate
to measure obligations and return on assets, the projected age of employees upon retirement, life expectancy and the expected rate of
future compensation changes.
Actual results will differ from results which are estimated based on assumptions. See note 2.7 for certain assumptions made with respect
to employee benefits.
Income Taxes
Estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability
to utilize the underlying future tax deductions against future taxable income before they expire. Management’s assessment is based upon
existing tax laws and estimates of future taxable income. If the assessment of the Company’s ability to utilize the underlying future tax
deductions changes, the Company would be required to recognize more or fewer of the tax deductions as assets, which would decrease
or increase the income tax expense in the period in which this is determined.
The Company is subject to taxation in multiple jurisdictions. Significant judgment is required in determining the worldwide provision for
taxation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course
of business. The Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk with respect to tax
matters under active discussion, audit, dispute or appeal with tax authorities, or which are otherwise considered to involve uncertainty.
These provisions for uncertain tax positions are made using management’s best estimate of the amount expected to be paid based on a
qualitative assessment of all relevant factors. Management reviews the adequacy of these provisions at the date of each consolidated
statements of financial position. However, it is possible that at some future date an additional liability could result from audits by taxing
authorities. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences
will affect the tax provisions in the period in which such determination is made.
17
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Provision for Warranty Costs
The Company offers warranties on the buses and coaches it sells. Management estimates the related provision for future warranty claims
based on historical warranty claim information, as well as recent trends that might suggest that past cost information may differ from
future claims. Factors that could impact the estimated claim information include quality initiatives, as well as parts and labour costs.
Critical judgments in applying accounting policies
The following critical judgments that were made by management have the most significant effect on the amounts recognized in the
financial statements.
Revenue recognition
As described in note 2.6, management assessed the criteria for the recognition of revenue related to arrangements that have multiple
components as set out in IFRS 15. Also, judgment is necessary to determine when components can be recognized separately and the
allocation of the related consideration allocated to each component.
Also described in note 2.6, management assessed the criteria for the recognition of revenue in an agency relationship related to the sale
of extended warranties that are purchased for the customer from the OEM as set out in IFRS 15.
Functional currency
Management assessed the criteria for the determination of functional currency as set out in IAS 21. An entity is required to place the
greatest weight on the currency that influences the pricing of the transactions that it undertakes rather than focusing on the currency in
which the transactions are denominated in. The functional currency of the Company is the United States dollar as it is the currency of the
primary economic environment in which the Company operates. In addition, it is the competitive forces of the United States marketplace
that determines the sales prices of its goods and services. Predominantly, the costs for labour, material and overhead that address the
needs and support the Company’s customers are incurred in United States dollars, and hence the pricing of goods and services to the
customer is more greatly influenced from operations and the competitive forces in the United States.
Goodwill
Judgment is required in the selection of CGUs and the allocation of assets and liabilities to these CGUs, which is necessary to assess the
impairment of long-term assets, goodwill and intangible assets.
3. ACCOUNTS RECEIVABLE
Trade, net of allowance for doubtful accounts
Other
4.
INVENTORIES
Raw materials
Work in process
Finished goods
Cost of inventories recognized as expense and included in cost of sales
Write-down of inventory to net realizable value in cost of sales
Reversals of a previous write-down in inventory
18
NFI GROUP INC 2019 ANNUAL REPORT
December 29, 2019
December 30, 2018
$
$
471,552 $
60,184
531,736 $
358,441
29,045
387,486
December 29, 2019
December 30, 2018
$
$
$
300,447 $
263,343
108,453
672,243 $
Fiscal 2019
2,452,170 $
4,538
471
213,117
150,654
60,914
424,685
Fiscal 2018
2,015,272
4,407
2,545
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
5. PROPERTY, PLANT AND EQUIPMENT
Cost
Accumulated depreciation
December 31, 2017 net book value
Additions (owned and leased)
Transfers from inventory
Disposals
Depreciation charge
Land, building
and building
improvements
Machinery
and
equipment
Computer
hardware
and
software
Office
equipment
Buses
and
coaches
Revenue
Producing
Assets
Total
$
83,149 $
143,561 $
45,877 $
5,619 $ 22,093 $
13,931 $ 314,230
9,010
74,139
19,369
—
(300)
75,108
68,453
50,024
—
(336)
28,349
17,528
8,191
—
(50)
2,920
2,699
2,006
—
(6)
9,960
12,133
470
3,857
—
2,010
127,357
11,921
186,873
9,097
1,588
89,157
5,445
—
(692)
(2,881)
(17,568)
(5,321)
(655)
(2,744)
(3,671)
(32,840)
December 30, 2018 net book value
90,327
100,573
20,348
4,044
13,716
18,935
247,943
Transition to IFRS 16 (note 2.3)
(3,013)
(22,734)
(1,572)
—
—
—
(27,319)
Adjusted December 31, 2018 net book value
Assumed as a result of business acquisitions
Additions
Transfer from inventory
Disposals
Depreciation charge
87,314
15,490
4,151
—
(27)
77,839
19,166
18,792
—
(117)
18,776
2,587
6,728
—
(33)
4,044
13,716
18,935
220,624
—
254
—
6,405
4,759
6,646
—
2,892
3,931
43,648
37,576
10,577
(44)
(159)
—
(380)
(3,387)
(21,369)
(5,797)
(746)
(7,252)
(6,119)
(44,670)
Cumulative translation adjustment
500
558
86
—
229
—
1,373
December 29, 2019 net book value
$
104,041 $
94,869 $
22,347 $
3,508 $ 24,344 $
19,639 $ 268,748
Recorded as:
Cost
Accumulated depreciation
December 30, 2018 net book value
Transition to IFRS 16 (note 2.3)
Adjusted December 31, 2018 net book value
Cost
Accumulated depreciation
December 29, 2019 net book value
Land, building
and building
improvements
Machinery
and
equipment
Computer
hardware
and
software
Office
equipment
Demo
buses
and
coaches
Buses and
coaches
available
for lease
Total
$
$
$
$
$
102,202 $
192,983 $
54,002 $
7,615 $ 26,421 $
24,615 $407,838
11,875
92,410
33,654
3,571
12,705
5,680
159,895
90,327 $
100,573 $
20,348 $
4,044 $ 13,716 $
18,935 $247,943
(3,013)
(22,734)
(1,572)
—
—
—
(27,319)
87,314 $
77,839 $
18,776 $
4,044 $ 13,716 $
18,935 $220,624
118,390 $
190,215 $
50,582 $
7,825 $ 44,301 $
31,438 $442,751
14,349
95,346
28,235
4,317
19,957
11,799
174,003
104,041 $
94,869 $
22,347 $
3,508 $ 24,344 $
19,639 $268,748
19
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
6. LEASES
Effective December 31, 2018, the Company adopted IFRS 16, which specifies how to recognize, present and disclose leases. The standard
provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all major leases. Right-of-use assets
consist of the following:
Opening balance at December 30, 2018
$
103,794 $
443 $
39 $
104,276
Land, building
and building
improvements
Machinery
and
equipment
Computer
hardware
and software
Total
Transition to IFRS 16 (note 2.3)
Adjusted December 31, 2018 net book value
Assumed as a result of business acquisitions
Additions
Disposals
Depreciation charge
Cumulative translation adjustment
3,013
106,807
15,353
17,369
—
(12,363)
1,269
22,734
23,177
1,845
4,475
—
(6,113)
87
1,572
1,611
—
680
—
(874)
—
December 29, 2019 net book value
$
128,435 $
23,471 $
1,417 $
Recorded as:
Cost
Accumulated Depreciation
Adjusted December 31, 2018 net book value
Cost
Accumulated Depreciation
December 29, 2019 net book value
Land, building
and building
improvements
Machinery
and
equipment
Computer
hardware
and software
$
$
107,720 $
41,608 $
12,827 $
913
106,807
141,711
13,276
18,431
23,177
48,016
24,545
11,216
1,611
13,506
12,089
128,435 $
23,471 $
1,417 $
27,319
131,595
17,198
22,524
—
(19,350)
1,356
153,323
Total
162,155
30,560
131,595
203,233
49,910
153,323
Total cash outflows for payments on lease liabilities was $15.6 million for the year ended December 29, 2019, of which $9.9 million was for
principal repayments.
During the year, the Company expensed $1.0 million in leases that did not meet the requirements for recognition under IFRS 16. These leases
were either low value, or had a term of less than twelve months.
The Company assessed the extension periods embedded within each lease for inclusion in the lease liabilities on a lease by lease basis. When
it determined it was reasonably certain to exercise the extension option within the lease, the Corporation has included those extension periods
in the initial recognition of the right-of-use asset and lease liability. Significant leases where assumptions have been made are long-term building
leases.
20
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
7. GOODWILL AND INTANGIBLE ASSETS
Cost
Accumulated amortization
December 31, 2017 net book value
Additions
Adjustment to purchase equation for business
combinations
Amortization charge
December 30, 2018 net book value
Additions
Assumed as a result of business acquisitions (note 1.1)
Amortization charge
Goodwill
Trade
names
Patents
and
Licenses
Customer
relationship
s
Backlog of
sales
orders
Total
$ 436,324 $ 224,300 $ 130,867 $
398,321 $
6,400 $ 1,196,212
—
963
101,859
436,324
—
223,337
—
29,008
50
—
(275)
—
(12,235)
103,894
294,427
—
—
(19,580)
3,534
2,866
210,250
985,962
—
—
50
(46)
(2,866)
(34,956)
223,062
—
43,181
16,823
274,847
61
—
—
—
951,010
61
22,287
123,338
14,562
327,830
(275)
(10,842)
(23,054)
(8,414)
(42,585)
(46)
—
436,278
—
124,462
—
Cumulative translation adjustment
8,168
1,408
630
3,879
117
14,202
December 29, 2019 net book value
$ 568,908 $ 267,376 $
28,959 $
379,010 $
6,265 $ 1,250,518
Recorded as:
Cost
$ 436,278 $ 224,300 $ 130,917 $
398,321 $
6,400 $ 1,196,216
Accumulated amortization
—
1,238
114,094
December 30, 2018 net book value
436,278
223,062
16,823
Cost
Accumulated amortization
568,908
268,889
153,895
—
1,513
124,936
123,474
274,847
525,538
146,528
6,400
—
245,206
951,010
21,079
1,538,309
14,814
287,791
December 29, 2019 net book value
$ 568,908 $ 267,376 $
28,959 $
379,010 $
6,265 $ 1,250,518
The recoverable amount of the Company’s cash generating units ("CGUs") is determined based on value-in-use calculations. These calculations
use estimated cash flow projections based on financial plans approved by the Board covering a three-year period and discount rates based
on weighted average cost of capital of like businesses that range between 7% and 14% per annum for the bus, ADL and motor coach
manufacturing CGUs, between 11% and 17% for the ARBOC CGU, and between 5% and 10% per annum for the aftermarket parts and ADL
parts CGU. Cash flows beyond this period are extrapolated using a steady estimated growth rate based on the long-term average annual
growth rate of 3% for each industry in which the CGUs operate. Management has determined planned gross margins based on a projected
production schedule, past performance and expectations of market development. The discount rates used reflect specific risk relating to
the relevant CGUs.
Sensitivity testing is conducted as part of the annual impairment tests. Management believes that any reasonable change in the key
assumptions used to determine the recoverable amount would not cause the carrying amount of the transit bus, ADL and ARBOC manufacturing
and the aftermarket parts or ADL parts CGU to exceed its recoverable amount.
Impairment of the coach CGU may result if one of the following occurs:
•
•
•
the cash flow projections are lower by 5.6% annually;
the long-term average annual growth rate is decreased by 0.6% ; or
the discount rate is higher by at least 0.7%.
Based upon historical operating results, management’s forecasts and business plans, the Company’s trade names were assigned an indefinite
life, except for the "NABI Parts" tradename (net book value of $1,788 at December 29, 2019) which is amortized over its useful life of 12
years.
21
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
8. OTHER LONG-TERM ASSETS
Long-term restricted deposit (note 24c)
Long-term accounts receivable
December 29, 2019
December 30, 2018
$
$
14,490 $
5,122
19,612 $
—
1,052
1,052
Long-term restricted deposit is collateral for certain of the Company's letters of credit.
9. CURRENT PORTION OF LONG TERM LIABILITIES
Deferred revenue (note 13)
Provisions (note 14)
Deferred compensation obligation (note 11)
Obligations under finance leases (note 6)
December 29, 2019
December 30, 2018
$
$
94,372 $
29,314
1,678
19,160
144,524 $
31,859
35,838
4,677
7,936
80,310
22
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
10. ACCRUED BENEFIT LIABILITY
Defined benefit plan
The Company's subsidiaries have defined benefit plans which cover employees in Canada and the United States. Actuarial valuations for
the Company's subsidiaries were last performed as at December 31, 2017 and December 31, 2016.
Information in respect of the Company's defined benefit plan is as follows:
Change in plan assets
Plan assets at fair value — beginning of period
Interest income
Remeasurement gains (losses) - return on plan assets (excluding amounts in net interest)
Administrative expenses
Employer’s contributions
Benefits paid
Plan settlement
Foreign exchange gain (loss)
Plan assets at fair value — end of period
Change in defined benefit obligation
Defined benefit obligation — beginning of period
Current service cost
Interest cost
Benefits paid
Plan settlement
Foreign exchange (gain) loss
Past Service Costs
Actuarial loss (gain) arising from changes in demographic assumptions
Actuarial loss (gain) arising from changes in financial assumptions
Actuarial loss arising from experience adjustments assumptions
Defined benefit obligation — end of period
Accrued benefit liability - present value of unfunded obligations
December
29, 2019
December
30, 2018
$
125,684 $
121,651
4,503
13,617
(1,440)
7,803
(52,341)
(108)
3,718
4,682
(7,608)
(399)
22,241
(7,842)
—
(7,041)
101,436
125,684
130,949
141,455
4,625
4,685
5,262
4,901
(52,341)
(7,842)
(1,779)
3,847
—
—
—
(7,242)
6,482
(132)
19,636
(12,427)
(149)
492
109,473
130,949
$
(8,037) $
(5,265)
During the year, the Company paid the liabilities for a defined benefit plan that was terminated.
The actual gain on the plan assets for Fiscal 2019 was $18,120 (Fiscal 2018: loss of $2,926).
The significant actuarial assumptions adopted in measuring the Company’s accrued benefit obligation and net pension plan expenses are
as follows:
Country
Canada
Canada
Mortality Table
CPM2014 Private sector with Scale MI-2017 with size adjustment
CPM2014 Private sector with Scale MI-2017 with no size adjustment
United States
Base table: RP2006, projection scale MP2018
Fiscal 2019
Fiscal 2018
Discount Rate
3.80%
3.10%
4.35%
3.50%
3.90%
4.35%
23
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
10. ACCRUED BENEFIT LIABILITY (Continued)
Country
Canada
Canada
Last valuation
date
Next valuation
date
Dec. 31, 2017
Dec. 31, 2020
Dec. 31, 2016
Dec. 31, 2019
United States
Dec. 31, 2016
Dec. 31, 2019
Discount rate - sensitivity
Life expectancy - sensitivity
1% increase
1% decrease
one year
increase one year decrease
Then obligation
would decrease
by:
Then obligation
would increase
by:
Then obligation
would increase
by:
Then obligation
would decrease
by:
16.8%
20.4%
5.9%
21.6%
26.1%
5.9%
1.4%
3.5%
2.9%
1.4%
3.6%
2.9%
The defined benefit plan typically exposes the Company to actuarial risks such as: investment risk, interest rate risk and longevity risk.
Investment risk
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to high quality corporate
bond yields; if the return on plan assets is below this rate, it will create a plan deficit. Management believes the plan currently has a
relatively balanced investment in equity securities and debt instruments. Due to the long-term nature of the plan liabilities, the Company's
pension committee considers it appropriate that a reasonable portion of the plan assets should be invested in equity securities to leverage
the return generated by the fund.
Interest rate risk
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on
the plan’s debt investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants
both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
The Company’s defined benefit plan is a fixed benefit plan and, as a result, the rate of compensation increases does not have any impact
on the actuarially determined accrued benefit liability. Expected contributions to the defined benefit plan for the 52-week period ending
December 29, 2019 are $5,904.
The Company's defined benefit pension plan expense, included in cost of sales and sales, general and administration costs and other
operating expenses is as follows:
Current service costs
Past service costs
Net interest expense
Administrative expenses
Plan settlement
Foreign exchange loss (gain)
Components of defined benefit costs recognized in net earnings
Fiscal 2019
Fiscal 2018
$
4,625 $
—
183
1,440
(1,671)
1,272
5,262
6,482
219
399
—
(29)
$
5,849 $
12,333
24
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
10. ACCRUED BENEFIT LIABILITY (Continued)
Fiscal 2019
Fiscal 2018
Remeasurement gains (losses) - return on plan assets (excluding amounts in net interest)
$
13,617 $
(7,608)
Actuarial gains arising from changes in demographic assumptions
Actuarial (losses) gains arising from changes in financial assumptions
Actuarial gains (losses) arising from experience adjustments assumptions
Foreign exchange gain (loss)
Deferred income taxes recorded through other comprehensive loss or income
—
(19,636)
149
1,836
(4,034)
(356)
Net actuarial (losses) gains recognized in other comprehensive loss or income
$
(4,390) $
An analysis of the assets of the plans by investment category is provided as follows:
132
12,427
(492)
(74)
4,385
(1,215)
3,170
Asset category
Cash and cash equivalents
Canadian equities
Foreign equities
Real estate
Bonds
11. DEFERRED COMPENSATION OBLIGATION
Performance share units under PRSU Plan (officers and senior management)
Restricted share units under PRSU Plan (officers and senior management)
Deferred share units under DSU Plan (non-employee board of directors)
Less: current portion
December 29, 2019
December 30, 2018
0.4%
17.7%
32.8%
3.6%
45.5%
100.0%
2.5%
12.3%
25.1%
2.3%
57.8%
100.0%
December 29, 2019 December 30, 2018
$
$
2,088 $
50
2,330
4,468
1,678
2,790 $
6,753
638
2,265
9,656
4,677
4,979
Effective December 17, 2012, the Board approved the Performance and Restricted Share Unit Plan (the “PRSU Plan”) and it was amended
on December 16, 2013 and on December 18, 2018. The terms of the amended PRSU Plan govern awards made on or after the 2014 plan
year and 2018 plan year, respectively.
The purposes of the PRSU Plan are to attract, retain and motivate key personnel and reward officers and senior management and to align
their interests with those of shareholders by making a significant portion of their incentive compensation directly dependent on achieving
key strategic, financial and operational objectives that are crucial to the ongoing growth and profitability of the Company. Under the
terms of the PRSU Plan, the human resources, compensation and corporate governance committee of the Board may grant eligible
participants performance share units (“PSUs”) or restricted share units (“RSUs”), which give the holders thereof the right to receive, upon
vesting and redemption of a unit, a cash payment equal to the fair market value of a Share at the time of redemption. When dividends
are paid on a Share, additional units equivalent to the amount of the dividends multiplied by the number of PSUs and RSUs held (and
determined based on the then fair market value of the Shares) are credited to a participant’s account. The actual value of a PSU on the
settlement date is contingent on the Share price and the Company’s actual performance over a three-year period relative to the established
objectives. The actual value of an RSU on the settlement date is contingent on the Share price only and RSUs generally vest and settle as
to one-third on each of the first, second and third anniversaries of the grant date. PSUs and RSUs also immediately vest upon a participant's
termination without cause or resignation for good reason within a specified period of time following the closing of a transaction resulting
in certain change of control events and upon certain terminations of employment and, with respect to PSUs and RSUs granted prior to
2019, upon the closing of a transaction resulting in certain change of control events.
RSUs and PSUs granted in Fiscal 2019 were determined based on the volume weighted average trading price of a Share for the last five
trading days of 2018 and the desired compensation value.
25
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
11. DEFERRED COMPENSATION OBLIGATION (Continued)
As well, the Board adopted NFI’s Deferred Share Unit Plan for Non-Employee Directors (the "DSU Plan") on November 7, 2011 and it was
amended and restated on December 8, 2015, December 18, 2015 and March 14, 2019. Pursuant to the plan, non-employee directors may
elect once each calendar year to receive all or a portion of their annual retainer and meeting fees in the form of deferred share units
(“DSUs”) instead of cash. A DSU is the right to receive a cash payment based on the value of a Share credited by means of a bookkeeping
entry to an account in the name of the non-employee director. DSUs are credited to the director’s account on the first day of each calendar
quarter, the number of which is determined by dividing the amount of the applicable portion of the director’s elected amount by the
volume weighted average trading price of a Share for the last five trading days.
When dividends are paid on a Share, additional DSUs equivalent to the amount of the dividend multiplied by the number of DSUs held (and
determined based on the then fair market value of the Shares) will be credited to the director’s account. At the end of the director’s
tenure as a member of the Board, he or she will be entitled to receive a cash redemption payment equal to the fair market value of a
Share multiplied by the number of DSUs held.
Units outstanding at December 31, 2017
Units granted
Distribution units granted
PSUs
RSUs
131,847
53,883
5,112
31,780
26,942
1,620
DSUs
81,907
9,262
2,426
Total
245,534
90,087
9,158
Vested and reclassified as current liability
(75,001)
(31,715)
—
(106,716)
Units outstanding at December 30, 2018
Units granted
Distribution units granted
Units Expired
Units Redeemed
115,841
96,523
10,460
—
—
28,627
44,373
3,729
(910)
93,595
18,082
5,082
—
238,063
158,978
19,271
(910)
—
(10,411)
(10,411)
Vested and reclassified as current liability
(71,347)
(35,470)
—
(106,817)
Units outstanding at December 29, 2019
Vested units
Unvested units
151,477
40,349
—
—
151,477
40,349
106,348
106,348
—
298,174
106,348
191,826
12. SHARE-BASED COMPENSATION - EQUITY SETTLED
The Board adopted a Share Option Plan (the “Option Plan”) for NFI on March 21, 2013, under which employees of NFI and certain of its
affiliates may receive grants of share options. The Option Plan was amended and restated on December 8, 2015 and on December 31,
2018. Directors who are not employed with NFI are not eligible to participate in the Option Plan. A maximum of 3,600,000 Shares are
reserved for issuance under the Option Plan. One quarter of the share options become vested on the first grant date anniversary and an
additional one-quarter on the second, third and fourth anniversary of such date.
Option Grant
dates
Number
Exercised
Expired
Vested
Unvested
Expiry date
Exercise
price
Fair Value
at grant
date
March 26, 2013
490,356
(483,030)
—
(7,326)
—
March 26, 2021
December 30, 2013
612,050
(573,668)
(9,631)
(28,751)
— December 30, 2021
December 28, 2014
499,984
(243,587)
(11,368)
(245,029)
— December 28, 2022
December 28, 2015
221,888
(19,532)
September 8, 2016
January 3, 2017
January 2, 2018
January 2, 2019
July 15, 2019
2,171
151,419
152,883
284,674
2,835
—
(1,610)
—
—
—
—
—
(1,615)
(1,882)
(3,431)
—
(146,884)
55,472 December 28, 2023
(1,629)
(73,299)
(37,754)
—
—
542
September 8, 2024
74,895
January 3, 2025
113,247
281,243
2,835
January 2, 2026
January 2, 2027
July 15, 2027
2,418,260 (1,321,427)
(27,927)
(540,672)
528,234
C$10.20
C$10.57
C$13.45
C$26.75
C$42.83
C$40.84
C$54.00
C$33.43
C$35.98
C$30.77
C$1.55
C$1.44
C$1.83
C$4.21
C$8.06
C$7.74
C$9.53
C$5.01
C$4.90
26
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
12. SHARE-BASED COMPENSATION - EQUITY SETTLED (Continued)
The following reconciles the share options outstanding:
Balance at beginning of period
Granted during the period
Expired during the period
Exercised during the period
Balance at end of period
Fiscal 2019
Fiscal 2018
Number
946,306
287,559
(6,928)
(158,031)
1,068,906
Weighted average
exercise price
C$27.02
C$33.46
C$40.75
C$12.77
C$30.77
Number
979,333
152,833
—
(185,860)
946,306
Weighted average
exercise price
C$19.94
C$54.00
—
C$11.91
C$27.02
Fair values were measured based on the Black-Scholes formula. Expected volatility is estimated by considering historic average share price
volatility. The inputs used in the measurement of the fair values of the share-based payment plans granted in Fiscal 2019 and Fiscal 2018
are the following:
Options grant date
Fair value at grant date (C$)
Share price (C$)
Exercise price (C$)
Expected volatility
Option life (expected weighted average life)
Expected dividends
Risk-free interest rate (based on government bonds)
January 2,
2019
January 2,
2018
$5.01
$33.43
$33.43
$9.53
$54.00
$54.00
24.4%
23.3%
5.5 years
5.5 years
3.71%
1.89%
2.48%
1.73%
On May 8, 2014, shareholders’ approved the Company’s Restricted Share Unit Plan for Non-Employee Directors (the “Director RSU Plan”).
The Director RSU Plan was amended and restated on December 8, 2015, December 31, 2017 and March 14, 2019. A maximum of 500,000
Shares are reserved for issuance under the Director RSU Plan. Pursuant to the Director RSU Plan, non-employee directors are permitted
to elect, once each calendar year, to receive all or a portion of their annual retainer in the form of restricted share units ("Director RSUs")
and/or DSUs instead of cash. A Director RSU is a right to acquire a fully-paid and non-assessable Share credited by means of a bookkeeping
entry to an account in the name of the non-employee director.
A director generally must make the election prior to the end of the calendar year preceding the year to which such election is to apply.
The Board, in its sole discretion, may award additional Director RSUs, subject to an annual aggregate value of $150 per director. The
number of Director RSUs to be awarded to a director is determined by dividing the amount of the applicable portion of the director’s
annual retainer by the applicable fair market value of a Share on that date. When dividends are paid on a Share, additional Director RSUs
equivalent to the aggregate number of Director RSUs held by a director on the dividend record date multiplied by the amount of dividend
paid by NFI on each Share, and then divided by the fair market value of the Shares on the dividend payment date, will automatically be
credited to the director’s account. Under the Director RSU Plan, Director RSUs vest immediately as at each applicable award date. A
director (other than a U.S. director) will be permitted to exercise the Director RSUs credited to his or her account at any time prior to
December 15 of the year following the year in which the director ceases to be a non-employee director of NFI or one of its affiliates. A
U.S. director will be required to specify the exercise date in the annual election form in accordance with Section 409A of the U.S. Internal
Revenue Code.
Balance – December 31, 2017
Director RSUs issued
Director RSUs exercised
Balance – December 30, 2018
Director RSUs issued
Director RSUs exercised
Balance – December 29, 2019
27
NFI GROUP INC 2019 ANNUAL REPORT
Number of Director RSUs
22,505
15,759
(15,521)
22,743
25,686
(17,754)
30,675
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
13. DEFERRED REVENUE
Extended warranties
Progress payments
Less: current portion of deferred revenue
December 29, 2019
December 30, 2018
$
$
21,220 $
86,506
107,726
(94,372)
13,354 $
16,910
25,392
42,302
(31,859)
10,443
Deferred revenue is comprised of progress payments that have not yet qualified for recognition as revenue under the Company’s revenue
recognition policies and also deferred revenue from the sale of extended warranty contracts which are amortized over the extended
warranty period commencing at the end of the one-year basic warranty period.
14. PROVISIONS
The Company's insurance risk retention meets the IFRS definition of provisions, a liability with uncertain timing or amount.
The Company generally provides its customers with a base warranty on the entire transit bus or motor coach and a corrosion warranty on
the related structure. The movements in the provision for the base warranty costs during the periods are as follows:
December 31, 2017
Additions
Amounts used/realized
Unwinding of discount and effect of changes in the discount rate
Exchange rate differences
December 30, 2018
Assumed as a result of business acquisition
Additions
Amounts used/realized
Unused provision
Unwinding of discount and effect of changes in the discount rate
Exchange rate differences
Less current portion
December 29, 2019
Insurance Risk
Retention
$
22,746
12,032
Warranty
80,358
32,711
Total
103,104
44,743
(10,274)
(36,332)
(46,606)
—
—
(82)
(375)
(82)
(375)
$
24,504 $
76,280 $
100,784
—
8,880
(5,383)
(504)
—
—
27,497
3,000
7,434
44,226
(47,693)
(16,642)
225
167
63,997
26,314
$
24,497 $
37,683 $
7,434
53,106
(53,076)
(17,146)
225
167
91,494
29,314
62,180
15. DEFERRED TAXES AND INCOME TAX EXPENSE
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The offset amounts
by tax jurisdiction presented on the statements of financial position are as follows:
As presented on statements of financial position:
Deferred tax liabilities
December 29, 2019
December 30, 2018
$
105,023
105,023 $
83,121
83,121
28
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
15. DEFERRED TAXES AND INCOME TAX EXPENSE (Continued)
The gross movement on the deferred income tax account is as follows:
Beginning of period
Assumed as a result of business acquisitions
Exchange rate differences
Tax recorded through net earnings
Tax recorded through other comprehensive loss
Benefit of loss carry forward and share issuance costs recognized against income
taxes payable
Tax recorded through equity
End of period
$
Fiscal 2019
Fiscal 2018
(83,121) $
(41,850)
64
19,342
1,530
—
(988)
(88,453)
—
321
5,552
(1,171)
(29)
659
$
(105,023) $
(83,121)
The movement in deferred income tax assets and liabilities during the period, without taking into consideration the offsetting of balances
within the same tax jurisdiction, is as follows:
Deferred tax liabilities
December 31, 2017
Tax recorded through net earnings
December 30, 2018
Tax recorded through net earnings
Assumed as a result of business
acquisition
Cumulative translation adjustment
Unrealized
Foreign
Exchange
Property
Plant and
Equipment
Goodwill and
Intangibles
Right of Use
Assets
(6,275)
(5,524)
(136,594)
9,283
(11,799)
(127,311)
—
—
—
Other
Total
(7,796) $
(158,690)
6,717
18,501
(1,079)
(140,189)
(1,586)
7,639
(28,565)
3,854
(18,658)
(2,724)
(36,269)
—
(935)
—
—
(5,643)
(44,636)
—
(935)
(8,025)
8,025
—
—
—
—
December 29, 2019
$
— $
(16,109) $
(156,876) $
(28,565) $
(2,868) $
(204,418)
29
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
15. DEFERRED TAXES AND INCOME TAX EXPENSE (Continued)
Reserves
and
accruals
not
currently
deductible
Deferred tax assets
Tax
Credits Provisions
Property
Plant and
Equipment
Right of
Use
Assets
Loss
carry
forward
Pension
Deferred
Financing
Costs and
Interest
Other
Total
December 31, 2017
23,513
1,153
30,502
1,648
Tax recorded
through net earnings
Tax recorded
through other
comprehensive loss
Tax recorded
through equity
Benefit of loss carry
forward and share
issuance costs
recognized against
income taxes
payable
Exchange rate
differences
(9,046)
(67)
(172)
(1,656)
—
—
—
109
—
—
—
—
—
—
—
141
—
—
—
8
—
—
—
—
—
—
1,764
3,541
2,395
5,721 $ 70,237
867
(624)
(318)
(1,933)
(12,949)
—
—
—
(18)
(1,171)
—
—
16
—
—
—
(1,171)
659
659
(29)
11
—
54
(29)
321
December 30, 2018 $
14,576 $
1,086 $ 30,471 $
— $
— $
2,613 $
1,762 $
2,059 $ 4,501 $ 57,068
Tax recorded
through net earnings
Tax recorded
through other
comprehensive loss
Tax recorded
through equity
Assumed as a result
of business
acquisition
Exchange rate
differences
11,457
(1,086)
(8,066)
—
—
—
17
—
—
—
—
—
—
—
35
—
—
—
—
—
29,831
8,930
185
(645)
(2,606) $ 38,000
—
—
—
—
—
—
—
3
1,530
—
—
2
—
—
—
2
— $
1,530
(53) $
(53)
2,786 $
2,786
5 $
64
December 29, 2019 $
26,050 $
— $ 22,440 $
— $ 29,831 $ 11,546 $
3,479 $
1,416 $ 4,633 $ 99,395
Deferred income tax asset are recognized for income tax loss carry-forwards to the extent that the realization of the related tax benefit
through future taxable profits is probable. At December 29, 2019, the Company has recognized all of its deferred income tax assets with
the exception of $6.9 million of net operating losses in the U.S, which were acquired through the acquisition of ADL. These losses are
restricted to a maximum utilization of $0.2 million per year. At December 29, 2019 the Company has non-capital losses in Canada of $37.2
million, and net operating losses in the U.S. of $7.9 million expiring as follows:
2020-2026
2027
2028
2029
2030-2037
2038
2039
2040 - 2063
2064
30
NFI GROUP INC 2019 ANNUAL REPORT
United States
Canada
Tax Credits
Tax Losses
Tax Losses
—
5,049
1,146
2,349
—
—
—
—
—
1,750
250
250
250
1,300
154
154
3,696
134
—
—
—
—
317
11,741
25,114
—
—
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
15. DEFERRED TAXES AND INCOME TAX EXPENSE (Continued)
The reconciliation of income tax computed at the U.S. statutory rate, to income tax expense is as follows:
Earnings before income tax expense
Tax calculated using a 21% U.S. tax rate
Tax effect of:
Withholding and other taxes
Non-taxable income
Revision of tax estimates
Foreign exchange impact
State taxes
Impact of rate change on deferred income taxes
Foreign tax credit pools and base erosion and anti-abuse tax
Rate differential on income taxed at other than U.S. statutory rate
Other
Income tax expense
Current income taxes
Deferred income taxes recovered
Income tax expense for the period
16. LONG-TERM DEBT
Fiscal 2019
Fiscal 2018
$
99,695 $
210,653
20,936
44,237
3,747
(6,007)
3,974
(1,896)
11,873
(528)
10,482
(728)
144
2,989
(1,967)
(1,737)
(8,275)
14,566
(849)
1,146
(377)
978
$
$
$
41,997 $
50,711
61,339 $
(19,342)
41,997 $
56,263
(5,552)
50,711
Face Value Unamortized
Transaction
Costs
Net Book Value
December 29,
2019
Net Book Value
December 30,
2018
Revolving Credit Facility, Unsecured (“Credit Facility”)
1,056,100
2,974
1,053,126
639,432
On October 25, 2018 NFI entered into a new five-year senior unsecured, revolving credit facility and extinguished its fifth amended and
restated credit agreement (the "Prior Credit Agreement").
In May 2019, NFI entered into a $300 million revolving credit facility (the "Acquisition Revolver") to fund the acquisition of ADL. The
terms of the Acquisition Revolver were principally the same as those of the syndicated Credit Facility. On August 6, 2019 NFI entered
into an agreement to roll the Acquisition Revolver into its existing Credit Facility. The Credit Facility was increased by $250M and the
$300M Acquisition Revolver was extinguished. The term of the Credit Facility was extended to August 2, 2024.
The unsecured Credit Facility has a total borrowing limit of $1.250 billion, which includes a $100 million letter-of-credit facility and a
$250 million accordion feature. $12.8 million of outstanding letters-of-credit were drawn against the Credit Facility at December 29,
2019. The Credit Facility bears interest at a rate equal to LIBOR or a U.S. base rate for loans denominated in U.S. dollars and a Canadian
prime rate or bankers' acceptance rate for loans denominated in Canadian dollars, plus an applicable margin to those rates and matures
on August 2, 2024. Amounts drawn under the Credit Facility bear interest at a rate equal to LIBOR or a U.S. base rate for loans denominated
in U.S. dollars and a Canadian prime rate or bankers' acceptance rate for loans denominated in Canadian dollars, plus an applicable margin
to those rates.
17. SHARE CAPITAL
Authorized - Unlimited
December 29, 2019 December 30, 2018
Issued - 62,493,880 Common Shares (December 30, 2018: 61,832,625)
$
680,962 $
654,307
Share repurchase
On June 11, 2018, the Company announced that the TSX had accepted a notice filed by the Company of its intention to implement the
previous Normal Course Issuer Bid ("Former NCIB") to repurchase its Shares through the facilities of the TSX and any alternative Canadian
trading systems on which the Shares are traded. On January 17, 2019 the Company amended the Former NCIB. Pursuant to the amended
31
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
17. SHARE CAPITAL (Continued)
Former NCIB, the Company was permitted to repurchase for cancellation up to 5,549,465 Shares, representing approximately 10% of the
outstanding public float of Shares on June 4, 2018. The Company was permitted to repurchase Shares commencing on June 14, 2018 up
to June 13, 2019, or earlier should the Company have completed its repurchases prior to such date. The Former NCIB expired on June 13,
2019.
On June 12, 2019 the Company announced that the TSX had accepted a notice filed by the Company of its intention to implement a new
Normal Course Issuer Bid (the "NCIB") to replace the Former NCIB to repurchase its Shares through the facilities of the TSX and any alternative
Canadian trading systems on which the Shares are traded. The Company is permitted to repurchase for cancellation up to 5,357,914 Shares,
representing approximately 10% of the outstanding public float of Shares on June 4, 2019. The Company is permitted to repurchase Shares
under the NCIB commencing on June 17, 2019 up to June 16, 2020, or earlier should the Company complete its repurchases prior to such
date.
The actual number of Shares to be purchased and the timing and pricing of any purchases under the NCIB will depend on future market
conditions and potential alternative uses for cash resources. The Company may elect to modify, suspend or discontinue the program at
any time without prior notice. During 2019 Q1 the Company repurchased 232,100 Shares under the Former NCIB at an average price of
$31.82 Canadian ("C") per Share for a total repurchase of C$7.4 million. The Company canceled 986,075 Shares during 2019 Q1, including
232,100 Shares purchased in 2019 Q1 and 753,975 Shares that were purchased in 2018 Q4. There were no shares purchased or canceled
under the Former NCIB or the NCIB subsequent to 2019 Q1.
The following is a summary of changes to the issued and outstanding capital stock during the period:
Shares
Balance – December 30, 2018
Stock options exercised
Restricted share units exercised
Issuance of shares - ADL purchase
Repurchase and cancellation of Shares
Balance – December 29, 2019
18. EARNINGS PER SHARE
Net earnings attributable to equity holders
Weighted average number of Shares in issue
Add: net incremental Shares from assumed conversion of stock options and exercise of restricted
share units
Weighted average number of Shares for diluted earnings per Share
Net earnings per Share (basic)
Net earnings per Share (diluted)
Number
(000s)
61,833 $
159
16
1,472
(986)
62,494 $
Net Book Value
654,307
1,802
416
34,888
(10,451)
680,962
Fiscal 2019
Fiscal 2018
$
57,698 $
159,942
61,809,479
62,396,962
188,398
438,968
61,997,877
62,835,930
$
$
0.9335 $
0.9306 $
2.5633
2.5454
Basic earnings per Share is calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average
number of Shares outstanding during the period excluding Shares purchased by the Company and held as treasury shares. During the period
the Company held no treasury shares.
Diluted earnings per Share is calculated using the same method as basic earnings per Share except that the average number of Shares
outstanding includes the potential dilutive effect of outstanding stock options and restricted share units granted by the Company as
determined by the treasury stock method.
32
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
19. SUPPLEMENTAL CASH FLOW INFORMATION
Changes in non-cash working capital items
Cash inflow (outflow)
Accounts receivable
Income tax receivable
Inventories
Prepaid expenses and deposits
Accounts payable and accrued liabilities
Income tax payable
Deferred revenue
Provisions
Other
Fiscal 2019
Fiscal 2018
$
(63,592) $
15,111
(40,147)
5,627
42,474
—
(4,786)
(16,724)
(29,287)
$
(91,324) $
(1,019)
(9,204)
(70,382)
4,820
51,925
(7,328)
(525)
(2,279)
(352)
(34,344)
20. DEFINED CONTRIBUTION PENSION PLANS
The Company maintains a defined contribution plan for salaried employees. The net pension expense for the Company's defined contribution
plans is as follows:
Defined contribution pension expense
Fiscal 2019
$
9,767 $
Fiscal 2018
5,522
Cash payments contributed by the Company during Fiscal 2019 for its defined benefit and defined contribution pension plans amounted
to $17.6 million (2018: $27.6 million).
21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Financial Instruments
The Company has made the following classifications:
Cash
Long-term deposit
Receivables
Deposits
Bank indebtedness
Accounts payables and accrued liabilities
Other long-term liabilities
Long-term debt
Derivative financial instruments
Fair value through profit or loss
Fair value through profit or loss
Amortized cost
Amortized cost
Fair value through profit or loss
Amortized cost
Amortized cost
Amortized cost
Fair value through profit or loss
(b) Fair value measurement of financial instruments
The Company categorizes its fair value measurements of financial instruments recorded at fair value according to a three-level hierarchy.
The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based
on the lowest level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined
as follows:
Level 1 - fair value measurements that reflect unadjusted, quoted prices in active markets for identical assets and liabilities that the
Company has the ability to access at the measurement date.
Level 2 - fair value measurements using inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or
33
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(Continued)
similar assets and liabilities in inactive markets, inputs that are observable that are not prices (such as interest rates and credit risks) and
inputs that are derived from or corroborated by observable market data.
Level 3 - fair value measurements using significant non-market observable inputs. These include valuations for assets and liabilities that
are derived using data, some or all of which is not market observable data, including assumptions about risk.
The following table presents the carrying amounts and fair values of financial liabilities and financial assets, including their levels in the
fair value hierarchy. The table excludes fair value information for financial assets and financial liabilities not measured at fair value if
the carrying amount is a reasonable approximation of fair value.
Financial assets recorded at fair value
Cash
Long-term restricted cash
Financial liabilities recorded at fair value
Total return swap contracts
Foreign exchange forward contracts
Derivative financial instrument liabilities - current
Interest rate swap
Derivative financial instrument liabilities - long term
Financial assets recorded at fair value
Cash
Interest rate swap
Derivative financial instrument assets - long term
Financial liabilities recorded at fair value
Foreign exchange forward contracts
Derivative financial instrument liabilities - current
(c) Risk Management
December 29, 2019
Fair value
level
Carrying
amount
Fair value
Level 1 $
Level 1 $
28,233 $
14,490 $
28,233
14,490
Level 2 $
Level 2 $
$
944 $
3,707 $
4,651 $
Level 2 $
$
15,388 $
15,388 $
944
3,707
4,651
15,388
15,388
December 30, 2018
Fair value
level
Carrying
amount
Fair value
Level 1 $
10,820 $
10,820
Level 2 $
$
6,592 $
6,592 $
Level 2 $
$
1,542 $
1,542 $
6,592
6,592
1,542
1,542
The Company uses derivative financial instruments including interest rate swaps, total return swaps and forward foreign exchange contracts.
These instruments are financial contracts whose value depends on interest rates, share price and foreign currency prices.
The use of derivatives allows the transfer, modification and reduction of current and expected risks, including interest rate, share price,
foreign exchange and other market risks. The Company uses derivative financial instruments to manage interest rate, share price and
foreign exchange risks in accordance with its risk management policies. Certain derivative instruments, while providing effective economic
hedges, are not designated as hedges for accounting purposes. Changes in the fair value of any derivatives that are not designated as
hedges for accounting purposes are recognized within “interest and finance costs” or “unrealized foreign exchange loss (gain) on non-
current monetary items” in the consolidated statements of net earnings and total comprehensive income consistent with the underlying
nature and purpose of the derivative instruments.
Market risk (interest rate risk and foreign currency risk)
Market risk incorporates a range of risks. Movements in risk factors, such as interest rate risk, equity price risk and foreign currency risk,
affect the fair values of financial assets and liabilities. The Company uses derivative financial instruments including interest rate swaps,
foreign exchange options and forward foreign exchange contracts to manage its risks associated with potentially adverse changes in interest
rates and foreign exchange rates. These instruments are financial contracts whose value depends on interest rates and foreign currency
prices. The use of derivatives allows the transfer, modification and reduction of current and expected risks, including interest rate, foreign
34
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(Continued)
exchange and other market risks. The Company uses derivative financial instruments to manage interest rate and foreign exchange risks
in accordance with its risk management policies.
The Company does not hold financial instruments for speculative or trading purposes. The Company has elected not to apply hedge
accounting to its derivative financial instruments.
Interest rate risk
The Company's borrowings under the Credit Facility are at variable rates of interest and expose the Company to interest rate risk. The
Company attempts to mitigate this risk through interest rate swaps that could become materially more expensive if interest rates increase
or become more volatile. If the cost of mitigating interest rates increases, the Company’s debt service obligations on its variable rate
indebtedness would increase even though the amount borrowed remained the same, and the Company’s net earnings and cash available
for servicing its other indebtedness would decrease.
The interest rate swap is subject to interest rate risk. As an illustration, if interest rates at the Consolidated Statements of Financial
Position date had been 100 basis points lower, with all other variables held constant, net earnings and comprehensive income for Fiscal
2019 would have been lower by $15.3 million (Fiscal 2018: $3.2 million), arising mainly as a result of the related fair value adjustment
recorded due to lower interest rate. If interest rates had been 100 basis points higher, with all other variables held constant, net earnings
and comprehensive income for Fiscal 2019 would have been higher by $14.8 million (Fiscal 2018: $2.9 million), arising mainly as a result
of the related fair value adjustment recorded due to higher interest rate.
On February 13, 2019, the Company entered into a $600,000 notional interest rate swap to hedge floating rate exposure on the Company's
Credit Facility. The interest rate swap fixes the interest rate at 2.27% plus applicable margin until October 2023.
Equity price risk
The Company entered into a total return swap transaction to hedge the exposure associated with increases in its share value on a portion
of the outstanding performance share units, restricted share units, and deferred share units. The total return swap has a re-investment
feature which increases the number of Shares in the swap when dividends are paid by the Company. As at December 29, 2019 the Company
held a position of 232,995 Shares at a weighted average price of C$31.99. The Company does not apply hedge accounting to these derivative
instruments and as such, gains and losses arising from marking these derivatives to market are recognized in net earnings in the period in
which they arise.
Foreign currency risk
The United States dollar is the Company’s functional currency. Fluctuations in the exchange rate between the United States dollar, Canadian
dollar and GBP will affect the Company’s reported results. However, the impact of changes in foreign exchange rates on the Company’s
reported results differ over time depending on whether the Company is generating a net cash inflow or outflow of Canadian dollars and
GBP. This is largely dependent on the Company’s revenue mix by currency as operating costs denominated in Canadian dollars and GBP
have been historically relatively stable.
During Fiscal 2019, the Company generated a net outflow of Canadian dollars. As a matter of policy, the Company enters into foreign
exchange forward contracts to protect the expected net Canadian dollar exposure from exchange fluctuation. The Company recorded a
net realized foreign exchange gain of $1.0 million during Fiscal 2019 (Fiscal 2018: loss of $5.8 million). This was comprised of a $1.8 million
gain on settlement of foreign exchange contracts and a $0.8 million foreign currency loss on translation of Canadian dollar denominated
working capital and dividends.
At December 29, 2019, the Company had $216.4 million of foreign exchange forward contracts to buy currencies in which the Company
operates with U.S. dollars, Canadian dollars, or GBP. These foreign exchange contracts range in expiry dates from January 2020 to November
2020. The related liability of $3.7 million (December 30, 2018: $1.5 million liability) is recorded on the consolidated statements of financial
position as a current derivative financial instruments liability and the corresponding change in the fair value of the foreign exchange
forward contracts is recorded in the consolidated statements of net earnings and total comprehensive income.
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The Company is exposed to currency risk, primarily Canadian dollar balances. As an illustration, at December 29, 2019 if
the Canadian dollar had weakened 10 percent against the U.S. dollar, with all other variables held constant, net earnings for Fiscal 2019
would have been lower by $3.2 million (Fiscal 2018: $1.3 million). Conversely, if the Canadian dollar had strengthened 10 percent against
the U.S. dollar, with all other variables held constant, net earnings would have been higher by $3.9 million for Fiscal 2019 (Fiscal 2018:
$1.5 million).
35
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(Continued)
Liquidity management
The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet
liabilities when due. At December 29, 2019, the Company had a cash balance of $28.2 million (December 30, 2018: $10.8 million), the
$1.056 billion under the Credit Facility due in 2024 (December 30, 2018: $641.6 million) and $12.8 million of outstanding letters of credit
(December 30, 2018: $13.8 million). In addition, there are $38.3 million of the letters of credit outstanding outside of the Credit Facility.
The unsecured Credit Facility has a total borrowing limit of $1.250 billion, which includes a $100 million letter-of-credit facility and a
$250 million accordion feature. The liquidity position as at December 29, 2019 is $209.3 million.
The Company’s principal sources of funds are cash generated from its operating activities, share issuances and borrowing capacity remaining
under the Credit Facility. Management believes these sources of funds will provide NFI with sufficient liquidity and capital resources to
meet its current and future financial obligations as they come due, as well as to provide funds for its financing requirements, capital
expenditures and other needs for the foreseeable future.
The following table outlines the maturity analysis of the undiscounted cash flows of certain non-financial liability and committed leases
as at December 29, 2019:
US dollars in thousands
Leases
Accrued benefit liability
Credit risk
Total
2020
2021
2022
2023
2024
Post
2024
211,101
23,271
21,886
19,666
16,539
12,489
117,250
3,936
3,936
—
—
—
—
—
$ 215,037 $ 27,207 $ 21,886 $ 19,666 $ 16,539 $ 12,489 $ 117,250
Financial instruments which potentially subject the Company to credit risk and concentrations of credit risk consist principally of cash,
accounts receivable and derivative financial instruments. Management has assessed that the credit risk associated with accounts receivable
is mitigated by the significant proportion for which the counterparties are well-established transit authorities.
Additionally, up to 80% of the capital cost of new transit buses and coaches sold to public transit authorities and municipalities typically
come from the U.S. Federal Transit Administration, while the remaining 20% comes from state and municipal sources. The maximum
exposure to the risk of credit for accounts receivable corresponds to their book value. Historically, the Company has experienced nominal
bad debts as a result of the customer base being principally comprised of municipal and other local transit authorities. During Fiscal 2019,
the Company recorded a bad debt expense of $177 as compared to $184 bad debt expense in Fiscal 2018.
The carrying amount of accounts receivable is reduced through the use of an allowance account and the amount of the loss is recognized
in the consolidated statements of net earnings and total comprehensive income within “sales, general and administration costs and other
operating expenses”. When a receivable balance is considered uncollectible, it is written off against the allowance for doubtful accounts.
Subsequent recoveries of amounts previously written off are credited against “sales, general and administration costs and other operating
expenses”:
Current, including holdbacks
Past due amounts but not impaired
1 – 60 days
Greater than 60 days
Less: Allowance for doubtful accounts
Total accounts receivables, net
December 29, 2019
December 30, 2018
$
$
482,476 $
358,729
37,413
6,800
(284)
526,405 $
24,153
4,830
(226)
387,486
As at December 29, 2019, there was no amount that would otherwise be past due or impaired whose terms have been renegotiated.
The counterparties to the Company's derivatives are significant financial institutions. The Company could be exposed to loss in the event
of non-performance by the counterparty; however, credit ratings and concentration of risk of the financial institutions are monitored on
a regular basis.
There are certain financial covenants under the Credit Facility that must be maintained. These financial covenants include an interest
coverage ratio and total leverage ratio. The maximum total leverage ratio under the Credit Facility is 3.75 and increases to 4.25 for one
year following a material acquisition. The acquisition of ADL on May 28, 2019 was a material acquisition. The terms of the Credit Facility
36
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(Continued)
provide relief from the impact of changes in accounting policies, including the impact of IFRS 16. At as December 29, 2019, the Company
was in compliance with the ratios. The results of the financial covenants tests as of such date are as follows:
Total Leverage Ratio (must be less than 4.25 for one year following a material
acquisition)
Interest Coverage Ratio (must be greater than 3.00)
December 29, 2019
December 30, 2018
3.24
7.73
2.09
13.39
Under the Credit Facility, the total leverage ratio is 3.75 and increases to 4.25 for one year, in the event of a material acquisition. The
acquisition of ADL is considered material. The interest coverage ratio remains unchanged.The terms of the Credit Facility provide relief
for changes in accounting requirements.
Compliance with financial covenants is reported quarterly to the Board. Other than the requirements imposed by borrowing agreements,
the Company is not subject to any externally imposed capital requirements. Capital management objectives are reviewed on an annual
basis or when strategic capital transactions arise.
(d) Capital management
The Company's objectives in managing capital are to deploy capital to provide an appropriate return to shareholders and to maintain a
capital structure that provides the flexibility to take advantage of growth and development opportunities, maintain existing assets, meet
financial obligations and enhance the value of the Shares. The capital structure of the Company consists of cash, long-term debt, other
long-term liabilities and shareholders’ equity. The Company manages capital to ensure an appropriate balance between debt and equity.
In order to maintain or adjust its capital structure, the Company may issue additional Shares, repurchase Shares, borrow additional funds
or refinance debt at different terms and conditions.
22. SEGMENT INFORMATION
The Company has two reportable segments which are the Company’s strategic business units: bus, coach and medium-duty and cutaway
manufacturing operations ("Manufacturing Operations") and Aftermarket Operations. The strategic business units offer different products
and services, and are managed separately because they require different technology and marketing strategies. For each of the strategic
business units, the Company’s President and CEO reviews internal management reports on a monthly basis.
The Manufacturing Operations segment derives its revenue from the manufacture, service and support of new transit buses, coaches,
medium-duty and cutaway buses. Based on management’s judgment and applying the aggregation criteria in IFRS 8.12, the Company’s
transit bus, motor coach and medium-duty and cutaway operations fall under a single reportable segment. Aggregation of these operating
segments is based on the segments having similar economic characteristics with similar long-term average returns, products and services,
production methods, distribution, geographic market and regulatory environment.
The Manufacturing Operations segment has recorded vendor rebates of $413 (2018: $235), which have been recognized into earnings during
2019, but for which the full requirements for entitlement to these rebates have not yet been met.
The Aftermarket Operations segment derives its revenue from the sale of aftermarket parts for transit buses and motor coaches and
medium-duty and cutaway buses.
In 2018 the MCI service function, comprised of technical service management and customer training, which was previously managed by
the MCI aftermarket operations, was moved to the coach manufacturing operations. To improve the comparability between periods, the
related prior year segment information has been restated to reflect these changes.
There is no inter segment revenue. Unallocated items in the consolidated earnings before income taxes primarily include unrealized
foreign exchange gains or losses, interest and finance costs and corporate overhead costs.
The unallocated total assets of the Company primarily include cash, certain goodwill and intangible assets, derivative financial instruments
and deferred income tax assets. Corporate assets that are shared by both operating segments are allocated fully to the Manufacturing
Operations segment.
Segment information about profits and assets is as follows:
37
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
22. SEGMENT INFORMATION (Continued)
Revenue from external customers
Operating costs and expenses
Earnings (loss) before income tax expense
Total assets
Addition of capital expenditures
Addition of goodwill and intangibles assets
Goodwill
Fiscal 2019
Manufacturing
Operations
Aftermarket
Operations
Unallocated
Total
$
2,476,020 $
417,416
— $
2,893,436
2,350,710
125,310
2,268,805
36,195
250,174
416,934
353,805
63,611
421,693
1,380
25,674
151,974
89,226
(89,226)
2,793,741
99,695
261,384
2,951,882
—
—
37,575
327,891
568,908
Goodwill and intangible assets related to acquisition of ADL have been provisionally allocated as at December 29,2019.
In 2019 Q3 the company reallocated Goodwill between Manufacturing and Aftermarket based on changes within the business. The impact
of the change is an increase in Goodwill in Aftermarket and a decrease in Manufacturing of $20.5 million.
Revenue from external customers
Operating costs and expenses
Earnings (loss) before income tax expense
Total assets
Addition of capital expenditures
Addition of goodwill and intangibles assets
Goodwill
The Company's revenue by geography is summarized below:
North America
UK and Europe
Asia Pacific
Other
Total
Fiscal 2018
Manufacturing
Operations
Aftermarket
Operations
$
2,141,867 $
1,935,186
206,681
377,154
310,864
66,290
Unallocated
Total
—
62,318
(62,318)
2,519,021
2,308,368
210,653
1,422,771
403,336
248,030
2,074,137
66,720
50
4,271
—
304,804
131,474
—
—
—
70,991
50
436,278
Fiscal 2019
2,508,199 $
320,116
63,703
1,418
Fiscal 2018
2,519,021
—
—
—
2,893,436 $
2,519,021
$
$
The Company had no customers in Fiscal 2019 or Fiscal 2018 with revenue greater than 10% of the Company's revenue.
The Company's disaggregated manufacturing revenue by major product type is provided below. The Aftermarket operations revenue
does not have similarly disaggregated categories.
Transit buses
Motor coaches
Medium-duty and cutaway buses
Pre-owned coach
Fiberglass reinforced polymer components
Manufacturing revenue
38
NFI GROUP INC 2019 ANNUAL REPORT
Fiscal 2019
Fiscal 2018
$
1,847,126 $
1,502,115
526,539
49,816
45,951
6,588
537,159
41,770
46,284
14,539
$
2,476,020 $
2,141,867
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
22. SEGMENT INFORMATION (Continued)
The allocation of property, plant and equipment to geographic areas is as follows:
North America
UK and Europe
Asia Pacific
Other
Total
23. RELATED PARTY TRANSACTIONS
Compensation of key management
December 29, 2019
December 30, 2018
224,085 $
247,943
43,623
1,040
—
—
—
—
268,748 $
247,943
$
$
Key management includes the roles of the Board, President and CEO, the CFO, Presidents of each business unit, executive vice presidents
and vice presidents. The compensation expense for key management for employee services is shown below:
Salaries and short-term employee benefits
Post-employment benefits
Share-based payment benefits
Fiscal 2019
Fiscal 2018
$
$
8,333 $
414
1,433
10,180 $
10,294
396
1,352
12,042
Share-based payment benefits shown above represent the PSU, RSU, Director RSU, DSU and stock option expense that was recorded in
the period.
24. COMMITMENTS AND CONTINGENCIES
(a)
In the normal course of business, the Company receives notice of potential legal proceedings or is named as a defendant in legal
proceedings, including those that may be related to product liability, wrongful dismissal or personal injury. Many claims are covered
by the Company's insurance policies and management does not expect any of the current claims to have a material adverse effect
on the Company’s financial position, results of operations or cash flows.
(b) Through the normal course of operations, the Company has indemnified the surety companies providing surety bonds required under
various contracts with customers. In the event that the Company fails to perform under a contract and the surety companies incur
a cost on a surety bond, the Company is obligated to repay the costs incurred in relation to the claim up to the value of the bond.
The Company's guarantee under each bond issued by the surety companies expires on completion of obligations under the customer
contract to which the bond relates. The estimated maturity dates of the surety bonds outstanding at December 29, 2019 range from
January 2020 to December 2026.
At December 29, 2019, outstanding surety bonds guaranteed by the Company totaled $384.5 million (December 30, 2018: $394.4
million). The Company has not recorded any liability under these guarantees, as management believes that no material events of
default exist under any contracts with customers.
(c) The Company has a letter of credit sub-facility of $100.0 million as part of the Credit Facility (December 30, 2018: $100.0 million).
As at December 29, 2019, letters of credit totaling $12.8 million (December 30, 2018: $13.8 million) remain outstanding as security
for contractual obligations of the Company under the Credit facility.
39
NFI GROUP INC 2019 ANNUAL REPORT
NFI GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at December 29, 2019
(in thousands of U.S. dollars except per share figures)
24. COMMITMENTS AND CONTINGENCIES (Continued)
Collateral to secure operating facility leases
Collateral to secure line of credit
Customer performance guarantees
Collateral for self-insured workers compensation and general liability obligations
December 29,
2019
December 30,
2018
$
$
329 $
6,700
655
5,155
315
6,700
1,099
5,655
12,839 $
13,769
The Company has an additional bi-lateral credit facility of $63.6 million. As at December 29, 2019, letters of credit totaling $23.8
million were outstanding under the bi-lateral credit facility. Additionally, there are $14.5 million of letters of credit outstanding
outside of the Credit Facility and the bi-lateral credit facility.
As at December 29, 2019, management believes that the Company was in compliance in all material respects with all applicable
contractual obligations and the Company has not provided for any costs associated with these letters of credit.
25. GUARANTEES
The Company indemnifies its directors and officers against claims and damages that may be incurred in the performance of their services
to the Company. Liability insurance has been purchased with respect to the Company’s directors and officers.
26. SUPPLEMENTARY EXPENSE INFORMATION
Employee benefit expense
Depreciation of plant and equipment
Amortization of intangible assets
$
Fiscal 2019
445,167 $
61,985
42,585
Fiscal 2018
365,142
32,840
34,956
The expenses listed above are included in cost of sales and sales, general and administration costs and other operating expenses.
27. COMPARATIVE FIGURES
Certain comparative figures have been restated where necessary to conform with current period presentation.
40
NFI GROUP INC 2019 ANNUAL REPORT