Boyd Group Services Inc 6-K, filed Nov 12, 2025
Boyd Group Services Inc. (BGSI)
About this 6-K
Boyd Group Services Inc filed this 6-K on November 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-42925
BOYD GROUP SERVICES INC.
(Translation of registrant’s name into English)
1745 Ellice Avenue, Unit C1
Winnipeg, Manitoba, Canada R3H 1A6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
Management’s Discussion & Analysis and the Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 included on pages 4 to 30 and 31 to 50, respectively, of the Interim Report to Shareholders contained in Exhibit 99.1 to this report are incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-291143).
Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BOYD GROUP SERVICES INC. | ||||
| By: | /s/ Jeff Murray | |||
| Name: | Jeff Murray | |||
| Title: | Executive Vice-President & Chief Financial Officer | |||
Date: November 12, 2025
Exhibit 99.1
BOYD GROUP SERVICES INC.
INTERIM REPORT TO SHAREHOLDERS
Third Quarter and Nine Months Ended September 30, 2025
BOYD GROUP SERVICES INC.
REPORT TO SHAREHOLDERS
To our Shareholders,
Since the beginning of the third quarter, Boyd has experienced a transformative period defined by significant achievement and growth. We signed a definitive agreement to acquire Joe Hudson’s Collision Center (“Joe Hudson’s”), a leading collision repair operator in the US Southeast, successfully completed a $897 million bought-deal initial public offering concurrent with a listing on the New York Stock Exchange, and achieved a return to positive same-store sales, all while making meaningful progress on our margin improvement initiatives. Together, these milestones represent an exciting chapter of growth, strength and opportunity for Boyd.
During the third quarter, we generated 2.4% same-store sales1 growth and added 24 new locations. These additions included 17 acquired shops, along with seven newly opened start-up locations. Our positive top-line performance was complemented by continued successful execution of our Project 360 cost transformation plan, resulting in 22.8% growth in Adjusted EBITDA1 for the quarter. Adjusted EBITDA margins1 increased by 170 basis points year-over-year, reaching 12.4% for the third quarter ended September 30, 2025, driven by both gross margin expansion and positive operating leverage.
In addition to these strong results, our announced acquisition of Joe Hudson’s in October marks a particularly exciting milestone. Over the past several years, we have been patient and disciplined in waiting for the right complementary multi-shop operator (“MSO”) to acquire, one that fits strategically and is aligned on valuation. Joe Hudson’s meets both criteria. It is a company we have long admired for its strong operational performance, concentrated footprint in the U.S. Southeast, and strategic alignment with Boyd’s business. The announced definitive agreement will enhance our scale, accelerate our growth, and solidify Boyd’s position as one of the leading players in the highly fragmented North American collision repair industry. We expect the acquisition to close in the fourth quarter of 2025, subject to customary closing conditions and regulatory requirements.
Looking ahead, we maintain a constructive outlook on our performance. The improvements in our business that began late in the second quarter of 2025 gained further traction in the third quarter and have continued to show strength in the early part of the fourth quarter. During the third quarter, same-store sales1 increased by 2.4%, with Boyd continuing to outperform the industry. Based on third quarter claims processing platform data, the Company estimates that repairable claims volume was down in the range of 3-5%. This represents a notable improvement from both the second quarter of 2025, which experienced an estimated decline of 6-8%, and the first quarter of 2025, during which repairable claims were down an estimated 9-10%.
Over the past year, Boyd has seen an improvement in several headwinds that have been negatively impacting repairable claims. These include a moderation in insurance premium increases, which are now back in-line with
| 1 | Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, adjusted for the fair value adjustments, as well as acquisition and transformational cost initiatives costs), adjusted net earnings, adjusted net earnings per share, Adjusted EBITDA margin and same-store sales are non-GAAP financial measures and ratios and are not recognized measures under IFRS Accounting Standards as issued by the International Accountings Standards Board (“IFRS”). Management believes that in addition to net earnings and cash flows, the supplemental measures of adjusted net earnings and Adjusted EBITDA are useful as they provide investors with an indication of earnings from operations and cash available for distribution, both before and after debt management, productive capacity maintenance and non-recurring and other adjustments. Management believes that, in addition to sales, the supplemental measure of same-store sales is useful as it provides investors with an indication of the increase in sales without accounting for location growth and the impact of fluctuations in exchange rates during the period. Investors should be cautioned, however, that Adjusted EBITDA, Adjusted EBITDA margin, adjusted net earnings and adjusted net earnings per share should not be construed as an alternative to net earnings determined in accordance with IFRS as an indicator of Boyd’s performance. Investors should also be cautioned that same-store sales should not be construed as an alternative to sales in accordance with IFRS as an indicator of Boyd’s performance. Boyd’s method of calculating these measures may differ from other public issuers and, accordingly, may not be comparable to similar measures used by other issuers. For a detailed explanation of how Boyd’s non-GAAP financial measures are calculated, please refer to the section titled “Non-GAAP Financial Measures and Ratios” in Boyd’s MD&A filing (dated November 12, 2025) for the period ended September 30, 2025, starting on page 4 of this Report. A copy of Boyd’s MD&A for the period ended September 30, 2025 can be accessed via the SEDAR+ Web site (www.sedarplus.com). |
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historical levels, as well as a return to growth in used vehicle prices. These trends, combined with the return to positive same-store sales in the third quarter, support the Company’s view that industry conditions are normalizing. While it remains early in the fourth quarter, same-store sales for October continued to show positive growth, delivering further improvement compared to the third quarter, falling within the range outlined in our five year plan.
Total sales in the third quarter of 2025 were $790.2 million, a 5.0% increase when compared to the $752.3 million achieved in the same period of 2024, with 64 new locations that were not in operation for the full comparative period generating $22.2 million of incremental sales.
Adjusted EBITDA1 increased 22.8% to $98.4 million, compared with Adjusted EBITDA1 of $80.1 million in the same period in 2024, while Adjusted EBITDA margin1 increased to 12.4% of sales from 10.7% of sales in the same period of 2024. The $18.2 million increase was the result of higher gross margin percentage from the continued internalization of scanning and calibration, full realization of the cost savings from indirect staffing model and improved operating leverage from our return to positive same-store sales1.
BGSI posted net earnings of $10.8 million in the third quarter of 2025, compared to $2.9 million in the same period of 2024. Impacting net earnings were acquisition and transformational cost initiatives, and fair value adjustments. After adjusting for these items, Adjusted net earnings1 for the third quarter of 2025 was $13.3 million or 1.7% of sales. This compares to Adjusted net earnings1 of $3.2 million or 0.4% of sales in the same period of 2024. The improvement in net earnings and adjusted net earnings was the result of the improvement in margins in the quarter, partially offset by increased depreciation expense and increased finance costs. Adjusted net earnings1 for the three months ended September 30, 2025 was $0.62 per share, compared to $0.15 per share in the same period of 2024.
With respect to the balance sheet, at September 30, 2025, BGSI held total debt, net of cash, of $1,281.9 million, compared to$1,231.6 million at December 31, 2024. Debt, net of cash before lease liabilities increased from $487.3 million at December 31, 2024 to $521.0 million at September 30, 2025. Debt, net of cash, before lease liabilities, increased as a result of new location growth.
The Company continues to execute on its Project 360 cost transformation plan. With over $30 million in annualized run-rate cost savings achieved to date, we are on track to reach $70 million in total annualized run-rate cost savings by the end of 2026, with the full $100 million expected to be realized by the end of 2029. Future savings are expected to include additional direct and indirect procurement savings as we focus on a more centralized approach to purchasing in order to fully leverage Boyd’s scale.
Boyd’s outlook for new location growth remains positive and unchanged following the Joe Hudson’s Collision Center acquisition announcement. The Company has successfully established a foundation that enables the opening of an average of approximately eight to ten new start-up locations per quarter. In the fourth quarter of 2025, Boyd expects to open 13 new start-up locations, with an additional 18 locations currently in development through the end of September 30, 2026. Start-up location development will be complemented by acquisitions, including single shop and small MSO acquisitions.
With a return to positive same-store sales, strengthening industry fundamentals, a strong pipeline of new location growth, continued margin expansion efforts, and the pending acquisition of Joe Hudson’s, Boyd remains well positioned to deliver sustained growth and value creation in the years ahead.
Sincerely,
(signed)
Brian Kaner
President & Chief Executive Officer
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Management’s Discussion & Analysis
OVERVIEW
Boyd Group Services Inc. (“BGSI”), through its operating company, The Boyd Group Inc. and its subsidiaries (“Boyd” or the “Company”), is one of the largest operators of non-franchised collision repair centers in North America in terms of number of locations and sales. The Company currently operates locations in Canada under the trade names Boyd Autobody & Glass and Assured Automotive, as well as in the U.S. under the trade name Gerber Collision & Glass. The Company is also a major retail auto glass operator in the U.S. under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. In addition, the Company operates a third party administrator, Gerber National Claims Services (“GNCS”), that offers glass, emergency roadside and first notice of loss services. The Company also operates as Mobile Auto Solutions (“MAS”) that offers scanning and calibration services. The following is a geographic breakdown of the collision repair locations by trade name and location as at November 11, 2025.
| * | Locations added in 2025 and up to November 11, 2025 |
Boyd provides collision repair and glass services to insurance companies, individual vehicle owners, as well as fleet and lease customers, with a high percentage of the Company’s revenue being derived from insurance-paid collision repair services.
BGSI’s shares trade on the Toronto Stock Exchange and New York Stock Exchange under the symbols TSX: BYD.TO and NYSE: BGSI, respectively.
The following review of BGSI’s operating and financial results for the period ended September 30, 2025, including material transactions and events of BGSI up to and including November 11, 2025, should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2025, as well as the annual audited consolidated financial statements, management discussion & analysis (“MD&A”) and annual information form (“AIF”) of BGSI, as filed on SEDAR+ at www.sedarplus.com, and EDGAR at www.sec.gov.
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SIGNIFICANT EVENTS
On February 26, 2025, BGSI announced the launch of its latest five-year goal designed to drive growth and enhance profitability through 2029.
On March 17, 2025, the BGSI Board of Directors declared a cash dividend for the first quarter of 2025 of C$0.153 per common share. The dividend was paid on April 28, 2025 to common shareholders of record at the close of business on March 31, 2025.
On May 15, 2025, the BGSI announced that the nominees listed in the management proxy circular dated March 25, 2025 were elected as Directors of BGSI. Also effective this date, Timothy O’Day stepped down from his role as Chief Executive Officer and was succeeded by Brian Kaner.
On June 17, 2025, the BGSI Board of Directors declared a cash dividend for the second quarter of 2025 of C$0.153 per common share. The dividend was paid on July 29, 2025 to common shareholders of record at the close of business on June 30, 2025.
On August 20, 2025, BGSI announced that it had entered into an underwriting agreement to sell C$275 million principal amount of senior unsecured notes due 2033 pursuant to a private placement offering, at a price of C$1,000 per C$1,000 principal amount of notes, with an interest rate of 5.75% per annum, payable semi-annually in arrears on March 4 and September 4, commencing on March 4, 2026. This offering closed on September 4, 2025. Additionally, BGSI entered into a fifth amended and restated credit agreement to extend the revolving credit facilities in the aggregate amount of $575 million with an accordion feature which can increase the facilities to a maximum of $875 million (the “Facilities”). The Facilities provide more favorable pricing and mature in August 2030. The existing $125 million Term Loan A maturing in March 2027 remains unchanged.
On August 29, 2025, BGSI announced the celebration of achieving its 1,000th location milestone on August 28, 2025 at a community even at a Gerber Collision and Glass location in Murfreesboro, Tennessee.
On September 17, 2025, the BGSI Board of Directors declared a cash dividend for the third quarter of 2025 of C$0.153 per common share. The dividend was paid on October 29, 2025 to common shareholders of record at the close of business on September 30, 2025.
On October 29, 2025, BGSI announced that it has entered into a definitive agreement to acquire Joe Hudson’s Collision Center (“Joe Hudson’s”) from TSG Consumer Partners LP, expanding the Company’s footprint by 258 collision locations across the U.S. Southeast. The acquisition is expected to close in the fourth quarter of 2025.
On October 29, 2025, BGSI announced that it has entered into a bought deal agreement, pursuant to which the underwriters have agreed to purchase, 5.53 million common shares of BGSI at a price of US$141.00 per share, for gross proceeds of approximately US$780 million. On November 4, 2025, the Company announced the closing of this offering with a total of 6.36 million common shares issued, including 829,800 common shares following the exercise in full by the underwriters of their option to purchase additional common shares, for gross proceeds of approximately US$897 million. The common shares were offered to the public in Canada and the United States, representing BGSI’s initial public offering in the United States.
On October 30, 2025, BGSI announced that it had entered into an underwriting agreement to sell C$525 million principal amount of senior unsecured notes due 2030 pursuant to a private placement offering, at a price of C$1,000 per C$1,000 principal amount of notes, with an interest rate of 5.5% per annum, payable semi-annually in arrears on November 6 and May 6, commencing on May 6, 2026. This offering closed on November 6, 2025.
The Company completed and opened the following number of collision repair acquisitions and start-up locations during the periods listed:
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| Location |
Number of locations added through acquisition |
Number of start-ups | Total | |||
| January 1, 2025 to September 30, 2025 | 24 | 17 | 41 | |||
| October 1, 2025 to November 11, 2025 | 6 | 2 | 8 | |||
| Total | 30 | 19 | 49 |
During the nine months ended September 30, 2025, the Company acquired a single location glass business in California and a single location glass business in Pennsylvania.
Included above is an eight-location multi-store operator (“MSO”) based in Virginia which was acquired in early August. This acquisition resulted in surpassing the thousandth store mark, a major milestone for the Company. Moreover, Boyd marks its entrance into Nova Scotia, adding locations in Canada through the acquisition of a five-location multi-store operator.
OUTLOOK
The improvements in Boyd’s business that began late in the second quarter of 2025 gained further traction in the third quarter and have continued to show strength in the early part of the fourth quarter. During the third quarter, same-store sales increased by 2.4%, with Boyd continuing to outperform the industry. Based on third quarter claims processing platform data, the Company estimates that repairable claims volume was down in the range of 3-5%. This represents a notable improvement from both the second quarter of 2025, which experienced an estimated decline of 6-8%, and the first quarter of 2025, during which repairable claims were down an estimated 9-10%.
Over the past year, Boyd has seen an improvement in several headwinds that have been negatively impacting repairable claims. These include a moderation in insurance premium increases, which are now back in-line with historical levels, as well as a return to growth in used vehicle prices. These trends, combined with the return to positive same-store sales in the third quarter, support the Company’s view that industry conditions are normalizing. While it remains early in the fourth quarter, same-store sales for October continued to show positive growth, delivering further improvement compared to the third quarter, falling within the range outlined in our five year plan.
The Company continues to execute on its Project 360 cost transformation plan. With over $30 million in annualized run-rate cost savings achieved to date, Boyd is on track to reach $70 million in total annualized run-rate cost savings by the end of 2026, with the full $100 million expected to be realized by the end of 2029. Future savings are expected to include additional direct and indirect procurement savings as the Company focuses on a more centralized approach to purchasing in order to fully leverage Boyd’s scale.
Boyd’s outlook for new location growth remains positive and unchanged following the Joe Hudson’s Collision Center definitive agreement acquisition announcement. The Company has successfully established a foundation that enables the opening of an average of approximately eight to ten new start-up locations per quarter. In the fourth quarter of 2025, Boyd expects to open 13 new start-up locations, with an additional 18 locations currently in development through the end of September 30, 2026. Start-up location development will be complemented by acquisitions, including single shop and small MSO acquisitions.
The recently announced definitive agreement to acquire Joe Hudson’s Collision Center is expected to add 258 locations to Boyd’s network, with a concentrated presence in the US Southeast. Given the complementary nature of Boyd and Joe Hudson’s operations, the integration is expected to deliver meaningful synergies that will benefit both businesses. These include procurement savings, both direct and indirect, as well as operational efficiency improvements arising from enhanced density. Total synergies are projected to range between $35-$45 million, with approximately 50% anticipated in the near term and the balance by 2028. The transaction is expected to close in Q4 2025 subject to customary closing conditions and regulatory requirements.
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With a return to positive same-store sales, strengthening industry fundamentals, a strong pipeline of new location growth, continued margin expansion efforts, and the pending acquisition Joe Hudson’s, Boyd remains well positioned to deliver sustained growth and value creation in the years ahead.
In the long-term, management remains confident in its business model and its ability to increase enhance its industry position by expanding its presence in North America through strategic acquisitions alongside organic growth from Boyd’s existing operations. Accretive growth will remain the Company’s long-term focus whether it is through organic growth, new store development, or acquisitions. The North American collision repair industry remains highly fragmented and offers attractive opportunities for industry leaders to build value through complementary acquisitions and economies of scale. As a growth company, Boyd’s objective continues to be to maintain a conservative dividend policy that will provide the financial flexibility necessary to support growth initiatives while gradually increasing dividends over time. The Company remains confident in its management team, systems and experience. This, along with a strong financial position and financing options, positions Boyd well for success into the future.
BUSINESS ENVIRONMENT & STRATEGY
As at November 11, 2025, the business environment of the Company and strategies adopted by management remain unchanged from those described in BGSI’s 2024 annual MD&A.
Update on Business Strategy
Boyd is committed to its previously announced five-year goal which includes growing revenue to $5 billion in 2029, doubling Adjusted EBITDA dollars from 2024-2029 and returning to an Adjusted EBITDA margin of 14%. Project 360, a company-wide transformational cost initiative, was introduced as a way to support these goals. Project 360 is expected to result in $100 million of annual recurring cost savings over the 5 years with upfront investment and transition costs incurred to achieve these benefits in the $20-23 million range. The definitive agreement to acquire Joe Hudson’s is considered additive to the five-year goal.
During the second quarter the company successfully implemented the indirect staffing model and has achieved annualized run rate savings of $30 million. Thus far in 2025, Boyd also launched several other initiatives aimed at achieving improved gross margin and reducing operating expenses, including key initiatives surrounding direct and indirect procurement spending. The Company has begun to see early progress on its direct procurement initiative through improved parts margins in the second and third quarter of 2025.
Since the launch of Project 360, the Company has incurred costs of $17.2 million. These costs are related to achieving the benefits already experienced, as well as other initiatives which have been launched, with the cost savings to occur in the future.
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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Statements made in this interim report, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like “may”, “will”, “anticipate”, “estimate”, “expect”, “intend”, or “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on such statements, as actual results may differ materially from those expressed or implied in such statements.
The following table outlines forward-looking information included in this MD&A:
| Forward-looking Information | Key Assumptions | Most Relevant Risk Factors | ||
| Boyd plans to grow revenue to $5 billion and double Adjusted EBITDA to $700 million by 2029. | New location opportunities continue to be available and are at acceptable and accretive prices
Financing options continue to be available at reasonable rates and on acceptable terms and conditions
New and existing customer relationships are expected to provide acceptable levels of revenue opportunities
Anticipated operating results of new locations would be accretive to overall Company results
Initiatives to increase production capacity are successful
Project 360 is successful
Technology is leveraged to optimize mix decisions
Material spend is optimized
Store operating model is optimized to drive leverage as volume scales
Tariff impacts are offset by client pricing increases |
Acquisition market conditions change and repair shop owner demographic trends change
Credit and refinancing conditions prevent or restrict the ability of the Company to continue growth strategies
Changes in market conditions and operating environment
Significant decline in the number of insurance claims
Integration of new stores is not accomplished as planned
Increased competition which prevents achievement of acquisition and revenue goals
Initiatives to increase production capacity take longer than expected or are not successful
Insurance premium inflation and overall economic uncertainty continue to impact claims volumes
Anticipated cost savings take longer than expected or are not fully realized
Client pricing is not adjusted to reflect tariff impacts | ||
| Project 360 is expected to require investment and transition costs totaling in the $20-23 million range. | The actual cost for these expenditures agrees with the original estimate
The project is completed according to the estimated timeline
No other new requirements are identified or required during the period
All identified costs are required during the period
|
BGSI may identify additional expenditure needs that were not originally anticipated
BGSI may identify expenditure needs that were originally anticipated; however, are no longer required or required on a different timeline |
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| Forward-looking Information | Key Assumptions | Most Relevant Risk Factors | ||
| Project 360 is expected to result in $100 million in annual cost savings over the plan period. Improved gross margins, reduced operating expenses and improved operating expense leverage is expected to be realized during the period from 2025 to 2029. During the second quarter, Boyd successfully implemented the indirect staffing model, which has achieved an annualized cost savings run rate of $30 million. In addition, the Company expects to realize an incremental $40 million in annualized run rate cost savings by the end of 2026, which is expected to roll out ratably between the beginning of the third quarter and the end of 2026 and will include key initiatives surrounding direct and indirect procurement spending. Continued focus on direct and indirect procurement is expected to result in savings through a more centralized approach to fully leverage Boyd’s scale. The remaining $30 million of the $100 million cost savings target will be realized between 2027 and 2029. |
The project is completed according to the estimated timeline
Cost savings initiatives have been appropriately identified
Adequate time and resources are dedicated to achieving cost savings objectives
Initiatives to increase production capacity are successful
Technology is leveraged to optimize mix decisions
Material spend is optimized
Store operating model is optimized to drive leverage as volume scales |
Cost savings realized differ from amounts originally anticipated
Timeframe for cost savings differs from original timeline
Initiatives to increase production capacity take longer than expected or are not successful
Anticipated cost savings take longer than expected or are not fully realized | ||
| The Company anticipates achieving an 80% annualized run rate on the internalization of scanning and calibration services within the next 1-2 years. | Staffing to service scanning and calibration continues to be available
Necessary equipment is readily available
Vehicles requiring scanning and calibration services increase according to industry and company projections |
Demand for services grows more rapidly than anticipated during the timeframe
Necessary equipment is not available in the required timeframe
Vehicles requiring scanning and calibration services increase at a pace that differs from industry and company projections
Vehicle population in certain geographies does not support the investment required to internalize scanning and calibration services
| ||
| Boyd remains confident in its business model to enhance its industry position by expanding its presence in North America through strategic and accretive acquisitions alongside organic growth from Boyd’s existing operations. | Re-emergence of stability in economic conditions
Stability in employment rates
New and existing customer relationships are expected to provide acceptable levels of revenue opportunities
The Company’s customer and supplier relationships provide it with competitive advantages to increase sales over time
Sales share growth will more than offset systemic changes in the industry and environment
Anticipated operating results would be accretive to overall Company results
|
Economic conditions deteriorate
Loss of one or more key customers or loss of significant volume from any customer
Decline in the number of insurance claims
Inability of the Company to pass cost increases to customers over time
Increased competition which may prevent achievement of revenue goals
Changes in market conditions and operating environment
Changes in weather conditions
Inability to maintain, replace or grow technician capacity could impact organic growth |
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| Forward-looking Information | Key Assumptions | Most Relevant Risk Factors | ||
| Stated objective to gradually increase dividends over time. | Growing profitability of the Company and its subsidiaries
The continued and increasing ability of the Company to generate cash available for dividends
Balance sheet strength and flexibility is maintained and the dividend level is manageable taking into consideration bank covenants, growth requirements and maintaining a dividend level that is supportable over time
|
BGSI is dependent upon the operating results of the Company
Economic conditions deteriorate
Changes in weather conditions
Decline in the number of insurance claims
Loss of one or more key customers or loss of significant volume from any customer
Changes in government regulation | ||
| During 2025, the Company plans to make cash capital expenditures, excluding those related to acquisition and development of new locations, within the range of 1.6% and 1.8% of sales. In addition to these capital expenditures, the Company plans to invest in network technology upgrades to further strengthen our technology and security infrastructure and prepare for advanced technology needs in the future. The investment expected in 2025 is in the range of $10M to $12M, with an investment in 2026 in the range of $2 million to $4 million.
|
The actual cost for these capital expenditures agrees with the original estimate
The purchase, delivery and installation of the capital items is consistent with the estimated timeline
No other new capital requirements are identified or required during the period
All identified capital requirements are required during the period |
Actual expenditures could be above or below 1.6% to 1.8% of sales
The timing of the expenditures could occur on a different timeline
BGSI may identify additional capital expenditure needs that were not originally anticipated
BGSI may identify capital expenditure needs that were originally anticipated; however, are no longer required or required on a different timeline | ||
| The integration of Joe Hudson’s is expected to deliver meaningful synergies that will benefit both businesses, including procurement savings, as well as operational efficiency improvements arising from enhanced density. Total synergies are projected to range between $35-$45 million, with approximately 50% anticipated in 2026 and the balance by 2028.
|
The acquisition is completed according to the estimated timeline
Synergy initiatives have been appropriately identified
Adequate time and resources are dedicated to achieving synergy objectives |
Synergies realized differ from amounts originally anticipated
Timeframe for synergy realization differs from original timeline
Anticipated synergies take longer than expected or are not fully realized | ||
| New locations that were not in operation for the full comparative period will contribute meaningfully as their sales mature over the next two to three year period. | Re-emergence of stability in economic conditions and employment rates
New and existing customer relationships are expected to provide acceptable levels of revenue opportunities
The Company’s customer and supplier relationships provide it with competitive advantages to increase sales over time
|
Economic conditions deteriorate
Loss of one or more key customers or loss of significant volume from any customer
Decline in the number of insurance claims Increased competition which may prevent achievement of revenue goals
Changes in market conditions and operating environment
Inability to maintain, replace or grow technician capacity
|
We caution that the foregoing table contains what BGSI believes are the material forward-looking statements and is not exhaustive. Therefore, when relying on forward-looking statements, investors and others should refer to the “Risk Factors” section of BGSI’s Annual Information Form, the “Business Risks and Uncertainties” and other sections of our Management’s Discussion and Analysis and our other periodic filings with Canadian securities regulatory authorities. All forward-looking statements presented herein should be considered in conjunction with such filings.
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NON-GAAP FINANCIAL MEASURES AND RATIOS
EBITDA AND ADJUSTED EBITDA
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is not a calculation defined in IFRS Accounting Standards. EBITDA should not be considered an alternative to net earnings in measuring the performance of BGSI, nor should it be used as an exclusive measure of cash flow. BGSI reports EBITDA, Adjusted EBITDA and Adjusted EBITDA margin because they are key measures that management uses to evaluate performance of the business and to reward its employees. EBITDA is also a concept utilized in measuring compliance with debt covenants. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are measures commonly reported and widely used by investors and lending institutions as an indicator of a company’s operating performance and ability to incur and service debt, and as a valuation metric. While EBITDA is used to assist in evaluating the operating performance and debt servicing ability of BGSI, investors are cautioned that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as reported by BGSI may not be comparable in all instances to EBITDA as reported by other companies.
CPA Canada’s Canadian Performance Reporting Board defined Standardized EBITDA to foster comparability of the measure between entities. Standardized EBITDA represents an indication of an entity’s capacity to generate income from operations before taking into account management’s financing decisions and costs of consuming tangible and intangible capital assets, which vary according to their vintage, technological age and management’s estimate of their useful life. Accordingly, Standardized EBITDA comprises sales less operating expenses before finance costs, capital asset amortization and impairment charges, and income taxes. Adjusted EBITDA is calculated to exclude items of an unusual nature that do not reflect normal or ongoing operations of BGSI and which should not be considered in a valuation metric or should not be included in an assessment of the ability to service or incur debt. Included as an adjustment to EBITDA are acquisition and transformational cost initiatives expenses and fair value adjustments to contingent consideration and financial instruments which do not have a cash impact.. These adjustments which do not relate to the current operating performance of the business units but are typically costs incurred to expand operations as well as execute a transformation plan, expected to assist in achieving BGSI’s five-year goal. From time to time BGSI may make other adjustments to its Adjusted EBITDA for items that are not expected to recur.
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The following is a reconciliation of BGSI’s net earnings to Standardized EBITDA, Adjusted EBITDA and Adjusted EBITDA margin:
ADJUSTED EBITDA
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| (thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||
| Add: |
||||||||||||||||
| Finance costs |
18,751 | 18,199 | 54,606 | 51,531 | ||||||||||||
| Income tax expense |
4,057 | 546 | 6,618 | 7,908 | ||||||||||||
| Depreciation of property, plant and equipment |
22,319 | 20,289 | 64,713 | 54,591 | ||||||||||||
| Depreciation of right of use assets |
31,998 | 31,330 | 95,412 | 92,087 | ||||||||||||
|
Amortization of intangible assets |
7,056 | 6,112 | 20,604 | 19,495 | ||||||||||||
|
Standardized EBITDA |
$ | 95,026 | $ | 79,371 | $ | 255,583 | $ | 247,714 | ||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments |
(88) | (801) | (87) | (808) | ||||||||||||
|
Acquisition and transformational cost initiatives |
3,428 | 1,558 | 17,201 | 4,505 | ||||||||||||
|
Adjusted EBITDA |
$ | 98,366 | $ | 80,128 | $ | 272,697 | $ | 251,411 | ||||||||
| Sales |
$ | 790,210 | $ | 752,293 | $ | 2,348,940 | $ | 2,318,003 | ||||||||
|
Adjusted EBITDA margin (%) |
12.4% | 10.7% | 11.6% | 10.8% | ||||||||||||
ADJUSTED NET EARNINGS
In addition to Standardized EBITDA and Adjusted EBITDA, BGSI believes that certain users of financial statements are interested in understanding net earnings excluding certain fair value adjustments and other items of an unusual or infrequent nature that do not reflect normal or ongoing operations of the Company. This can assist these users in comparing current results to historical results that did not include such items. The following is a reconciliation of BGSI’s net earnings to adjusted net earnings:
12
|
(thousands of U.S. dollars, except share and per share amounts) |
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments (non-taxable) |
(88) | (801 | ) | (87 | ) | (808 | ) | |||||||||
|
Acquisition and transformational cost initiatives (net of tax) |
2,537 | 1,153 | 12,729 | 3,334 | ||||||||||||
|
Adjusted net earnings |
$ | 13,294 | $ | 3,247 | $ | 26,272 | $ | 24,628 | ||||||||
|
Weighted average number of shares |
21,467,917 | 21,472,587 | 21,467,770 | 21,472,357 | ||||||||||||
|
Adjusted net earnings per share |
$ | 0.62 | $ | 0.15 | $ | 1.22 | $ | 1.15 | ||||||||
SAME-STORE SALES
Same-store sales is a measure of sales that includes only those locations in operation for the full comparative period. Same-store sales is presented excluding the impact of foreign exchange on the current period. Same-store sales is calculated by applying the prior period exchange rate to the current year sales. The following is a reconciliation of BGSI’s sales to same-store sales:
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| (thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Sales |
$ | 790,210 | $ | 752,293 | $ | 2,348,940 | $ | 2,318,003 | ||||||||
| Less: |
||||||||||||||||
| Sales from locations not in the comparative period |
(23,172 | ) | (997 | ) | (89,474 | ) | (24,325 | ) | ||||||||
| Sales from under-performing facilities closed during the period |
— | (1,972 | ) | (632 | ) | (8,616 | ) | |||||||||
|
Foreign exchange |
590 | — | 5,256 | — | ||||||||||||
|
Same-store sales (excluding foreign exchange) |
$ | 767,628 | $ | 749,324 | $ | 2,264,090 | $ | 2,285,062 | ||||||||
13
Dividends
BGSI declared dividends of C$0.153 per share in the first, second and third quarters of 2025 (2024 - C$0.150).
Dividends to shareholders of BGSI were declared and paid as follows:
| (thousands of U.S. dollars)
Record date |
Payment date | Dividend amount | ||
| March 31, 2025 |
April 28, 2025 | $ 2,287 | ||
| June 30, 2025 |
July 29, 2025 | 2,390 | ||
|
September 30, 2025 |
October 29, 2025 | 2,375 | ||
|
$ 7,052 | ||||
| (thousands of U.S. dollars)
Record date |
Payment date | Dividend amount | ||
| March 31, 2024 |
April 26, 2024 | $ 2,379 | ||
| June 30, 2024 |
July 29, 2024 | 2,350 | ||
|
September 30, 2024 |
October 29, 2024 | 2,377 | ||
|
$ 7,106 | ||||
14
RESULTS OF OPERATIONS
| Results of Operations
(thousands of U.S. dollars, except per share amounts) |
||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2025 | % change | 2024 | 2025 | % change | 2024 | |||||||||||||||||||
| Sales - Total |
790,210 | 5.0 | 752,293 | 2,348,940 | 1.3 | 2,318,003 | ||||||||||||||||||
| Same-store sales - Total (excluding foreign exchange) (1) |
767,628 | 2.4 | 749,324 | 2,264,090 | (0.9 | ) | 2,285,062 | |||||||||||||||||
| Gross margin % |
46.3 | 1.3 | 45.7 | 46.4 | 2.2 | 45.4 | ||||||||||||||||||
| Operating expense % |
33.9 | (3.1 | ) | 35.0 | 34.8 | 0.9 | 34.5 | |||||||||||||||||
| Adjusted EBITDA margin (1) % |
12.4 | 15.9 | 10.7 | 11.6 | 7.4 | 10.8 | ||||||||||||||||||
| Adjusted EBITDA (1) |
98,366 | 22.8 | 80,128 | 272,697 | 8.5 | 251,411 | ||||||||||||||||||
| Acquisition and transformational cost initiatives |
3,428 | 120.0 | 1,558 | 17,201 | 281.8 | 4,505 | ||||||||||||||||||
| Depreciation and amortization |
61,373 | 6.3 | 57,731 | 180,729 | 8.8 | 166,173 | ||||||||||||||||||
| Fair value adjustments |
(88 | ) | N/A | (801 | ) | (87 | ) | N/A | (808 | ) | ||||||||||||||
| Finance costs |
18,751 | 3.0 | 18,199 | 54,606 | 6.0 | 51,531 | ||||||||||||||||||
| Income tax expense |
4,057 | 643.0 | 546 | 6,618 | (16.3 | ) | 7,908 | |||||||||||||||||
| Adjusted net earnings (1) |
13,294 | 309.4 | 3,247 | 26,272 | 6.7 | 24,628 | ||||||||||||||||||
| Adjusted net earnings per share (1) |
0.62 | 313.3 | 0.15 | 1.22 | 6.1 | 1.15 | ||||||||||||||||||
| Net earnings |
10,845 | 274.6 | 2,895 | 13,630 | (38.3 | ) | 22,102 | |||||||||||||||||
| Basic earnings per share |
0.51 | 292.3 | 0.13 | 0.63 | (38.8 | ) | 1.03 | |||||||||||||||||
| Diluted earnings per share |
0.50 | 284.6 | 0.13 | 0.63 | (38.8 | ) | 1.03 | |||||||||||||||||
|
(1) As defined in the non- GAAP financial measures and ratios section of the MD&A. |
|
|||||||||||||||||||||||
15
3rd Quarter Comparison - Three months ended September 30, 2025 vs. 2024
Sales
Sales totaled $790.2 million for the three months ended September 30, 2025, an increase of $37.9 million or 5.0% when compared to the same period of 2024. The increase in sales was the result of the following:
| • | Same-store sales1 excluding foreign exchange increased $18.3 million or 2.4% and decreased by $0.6 million due to the translation of same-store sales at a lower Canadian dollar exchange rate. The third quarter of 2025 recognized the same number of selling and production days when compared to the same period of the prior year. Based on third quarter claims processing platform data, the Company estimates that repairable claims volume was down in the range of 3-5%. This represents a notable improvement from both the second quarter of 2025, which experienced an estimated decline of 6-8%, and the first quarter of 2025, during which repairable claims were down an estimated 9-10%. Boyd also noted a further improvement to key industry metrics throughout the quarter, namely further moderation in insurance premium increases, which are now back in-line with historical levels, as well as a return to growth in used vehicle pricing. |
| • | $22.2 million of incremental sales were generated from 64 new locations that were not in operation for the full comparative period, which is approximately $0.3 million in sales per new location. These new locations will contribute meaningfully as their sales mature over the next two to three year period. |
| • | Sales were affected by the closure of under-performing facilities which decreased sales by $2.0 million. |
Same-store sales are calculated by including sales for locations and businesses that have been in operation for the full comparative period.
Gross Profit
Gross Profit was $365.9 million or 46.3% of sales for the three months ended September 30, 2025, compared to $343.6 million or 45.7% of sales for the same period of 2024. Gross profit increased $22.4 million primarily as a result of incremental sales attributable to increased same-store sales and location growth. Gross margin percentage increased due to an increase in parts margins and the benefits of internalization of scanning and calibration. Improvements in parts margin are a result of Project 360 initiatives to enhance direct parts procurement to drive cost efficiencies. To date, the Company has not experienced any material impact as a result of tariffs.
Operating Expenses
Operating Expenses for the three months ended September 30, 2025 increased $4.1 million to $267.6 million from $263.4 million for the same period of 2024. Operating expenses for same-stores declined when compared to the same period of the prior year as a result of lower labor costs achieved from changes to the indirect staffing model. Incremental costs from location growth, quarter-to-quarter variation in certain accruals, and costs associated with the continued internalization of scanning calibration more than offset these decreases. Closed locations lowered operating expenses by $1.0 million.
Operating expenses as a percentage of sales were 33.9% for the three months ended September 30, 2025, which compared to 35.0% for the same period of 2024. Operating expenses as a percentage of sales was positively impacted by Project 360, the transformational cost initiative launched during the fourth quarter of 2024. Boyd continued to make solid progress on the Project 360 cost transformation plan during the third quarter, which includes the continued realization of cost savings from the implementation of the indirect staffing model, which has achieved annualized run-rate cost savings of approximately $30 million. The decrease as a percentage of sales was also impacted by the increase in same-store sales levels, which provided improved leveraging of certain operating costs. This improvement was moderated by incremental expense investments, including the internalization of scanning and calibration, as well as location growth. While the internalization of scanning and calibration contributes positively to gross profit and Adjusted EBITDA, it does not contribute incremental sales and therefore increases operating expenses as a percentage of sales. New locations contributed positively to sales but had a higher operating expense ratio of 39.2%.
| 1 | As defined in the non-GAAP financial measures and ratios section of the MD&A |
16
Acquisition and Transformational Cost Initiatives
Acquisition and Transformational Cost Initiatives for the three months ended September 30, 2025 were $3.4 million compared to $1.6 million recorded for the same period of 2024. Acquisition costs relate to various acquisitions, including acquisitions from prior periods, as well as other completed or potential acquisitions. Expenses related to the transformational cost initiatives of $1.0 million incurred in the third quarter of 2025 are non-recurring and relate to the execution of a transformation plan expected to assist in achieving BGSI’s five-year goal. No similar transformation costs were incurred during the third quarter of 2024.
Adjusted EBITDA
Earnings before interest, income taxes, depreciation and amortization, adjusted for contingent consideration, as well as fair value adjustments and acquisition and transformational cost initiatives (“Adjusted EBITDA”)2 for the three months ended September 30, 2025 totaled $98.4 million or 12.4% of sales compared to Adjusted EBITDA of $80.1 million or 10.7% of sales in the same period of the prior year. The $18.2 million increase in Adjusted EBITDA is the result of improvements in same-store sales and gross margin, as well the impact of the roll out of Project 360 that resulted in significant cost savings. This includes the continued realization of the indirect staffing model, which has achieved annualized run-rate cost savings of approximately $30 million, as well as direct and indirect procurement savings. Continued focus on direct and indirect procurement is expected to result in savings through a more centralized approach to fully leverage Boyd’s scale to lower costs and improve operations for customers.
Depreciation and Amortization
Depreciation related to property, plant and equipment totaled $22.3 million or 2.8% of sales for the three months ended September 30, 2025, an increase of $2.0 million when compared to the $20.3 million or 2.7% of sales recorded in the same period of the prior year. The increase in depreciation expense was primarily due to growth in locations, growth related to the calibration business as well as the investments in network technology upgrades. Investments in the calibration business pertain primarily to vehicles and calibration technology equipment. While, the internalization of scanning and calibration contributes positively to gross profit and Adjusted EBITDA, it does not contribute incremental sales and therefore increases depreciation as a percentage of sales.
Depreciation related to right of use assets totaled $32.0 million, or 4.0% of sales for the three months ended September 30, 2025, as compared to $31.3 million or 4.2% of sales for the same period of the prior year. The increase in depreciation expense was primarily due to location growth and lease renewals.
Amortization of intangible assets for the three months ended September 30, 2025 totaled $7.1 million or 0.9% of sales, compared to the $6.1 million or 0.8% of sales expensed for the same period of the prior year. The increase is primarily the result of the addition of new intangible assets from acquisitions.
Finance Costs
Finance Costs of $18.8 million or 2.4% of sales for the three months ended September 30, 2025 increased from $18.2 million or 2.4% of sales for the same period of the prior year. The increase in finance costs was due primarily to increased lease liabilities as a result of location growth and lease renewals and the interest on senior unsecured notes. This was partially offset by decreased interest on the revolving credit facility primarily driven by lower principal balances and decreased rates.
| 2 | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
17
Income Taxes
Current and Deferred Income Tax Expense of $4.1 million for the three months ended September 30, 2025 compared to $0.5 million for the same period of the prior year. Income tax expense has not been impacted by significant permanent difference in the current period.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act enacted in 2017 that were set to expire at the end of 2025, including 100% bonus depreciation and revisions to the business interest expense limitation. The Company incorporated the 100% bonus depreciation and revisions to business interest expense limitation in the third quarter ending September 30, 2025. Incorporating the new legislation did not have a material impact on the results of operations, but reduced current income tax expense and cash paid for income taxes in the third quarter of 2025.
Net Earnings and Earnings Per Share
Net Earnings for the three months ended September 30, 2025 was $10.8 million or 1.4% of sales compared to net earnings of $2.9 million or 0.4% of sales in the same period of the prior year. The net earnings amount in 2025 was impacted by acquisition and transformational cost initiatives of $2.5 million (net of tax). Adjusted net earnings3 for the third quarter of 2025 was $13.3 million, or 1.7% of sales. This compares to Adjusted net earnings of $3.2 million or 0.4% of sales in the same period of 2024. Net earnings and Adjusted net earnings for the period benefited from higher Adjusted EBITDA. Net earnings and Adjusted net earnings were negatively impacted by increased depreciation expense and increased finance costs. The increase in depreciation expense was primarily due to growth in locations, the investments in network technology upgrades, as well as growth related to the calibration business. The increase in finance costs was due primarily to increased lease liabilities as a result of location growth and lease renewals.
Basic and Diluted Earnings Per Share was $0.51 per share for the three months ended September 30, 2025 compared to $0.13 for the third quarter of 2024. Adjusted net earnings per share was $0.62 compared to $0.15 for the third quarter of 2024.
Year-to-date Comparison - Nine months ended September 30, 2025 vs. 2024
Sales
Sales totaled $2,348.9 million for the nine months ended September 30, 2025 an increase of $30.9 million or 1.3% when compared to the same period of 2024. The increase in sales was the result of the following:
| • | $65.1 million of incremental sales were generated from 90 new locations that were not in operation for the full comparative period, which is approximately $0.7 million in sales per new location. These new locations will contribute meaningfully as their sales mature over the next two to three year period. |
| • | Same-store sales excluding foreign exchange decreased $21.0 million or 0.9%, and decreased a further $5.3 million due to the translation of same-store sales at a lower Canadian dollar exchange rate. The first nine months of 2025 recognized one less selling and production day when compared to the same period of the prior year, which decreased selling and production capacity by approximately 0.5%. While industry headwinds continued to impact same-store sales, the Company has continued to outperform the industry. |
| • | Sales were affected by the closure of under-performing facilities which decreased sales by $8.0 million. |
Same-store sales are calculated by including sales for locations and businesses that have been in operation for the full comparative period.
| 3 | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
18
Gross Profit
Gross Profit was $1,090.7 million or 46.4% of sales for the nine months ended September 30, 2025 compared to $1,051.6 million or 45.4% of sales for the same period of 2024. Gross profit increased $39.1 million as a result of incremental sales from location growth and the internalization of scanning and calibration, partially offset by same-store sales declines when compared to the prior period. Gross margin percentage increased due to several factors, including the benefits of internalization of scanning and calibration, increase in parts margin, and improvements in performance based pricing. Improvements to parts margin are a result of Project 360 initiatives to enhance direct parts procurement to drive cost efficiencies. To date, the Company has not experienced any material impact as a result of tariffs.
Operating Expenses
Operating Expenses for the nine months ended September 30, 2025 increased $17.8 million to $818.0 million from $800.2 million for the same period of 2024. The increase in operating expenses was primarily the result of location growth and inflationary increases, quarter-to-quarter variation in certain accruals, and costs associated with the continued internalization of scanning and calibration. Partially offsetting these increases were lower labor costs as a result of changes to the indirect staffing model. Closed locations lowered operating expenses by $2.9 million.
Operating expenses as a percentage of sales were 34.8% for the nine months ended September 30, 2025, which compared to 34.5% for the same period of 2024. Operating expenses as a percentage of sales was positively impacted by the introduction of Project 360, the transformational cost initiative launched during the fourth quarter of 2024. Boyd continued to make solid progress on its Project 360 cost transformation plan during the third quarter. This includes the continued realization of the indirect staffing model, which has achieved annualized run-rate cost savings of approximately $30 million. More than offsetting this positive impact were lower same-store sales causing negative leverage, and an investment in facilities maintenance costs, with spend in the year being elevated due to pent-up demand from deferred work. The Company also experienced incremental costs associated with the internalization of scanning and calibration. While the internalization contributes positively to gross profit and Adjusted EBITDA, it does not contribute incremental sales and therefore increases operating expenses as a percentage of sales. Operating expenses as a percentage of sales was also negatively impacted by new locations, which contributed sales but with a higher operating expense ratio.
Acquisition and Transformational Cost Initiatives
Acquisition and Transformational Cost Initiatives for the nine months ended September 30, 2025 was $17.2 million compared to $4.5 million recorded for the same period of 2024. Acquisition costs relate to various acquisitions, including acquisitions from prior periods, as well as other completed or potential acquisitions. Expenses related to the transformational cost initiatives of $12.8 million incurred in the current year are non-recurring and relate to the execution of a transformation plan expected to assist in achieving BGSI’s five-year goal. No similar transformation costs were incurred during the same period of last year.
Adjusted EBITDA
Earnings before interest, income taxes, depreciation and amortization, adjusted for contingent consideration, as well as fair value adjustments and acquisition and transformational cost initiatives (“Adjusted EBITDA”) for the nine months ended September 30, 2025 totaled $272.7 million or 11.6% of sales compared to Adjusted EBITDA of $251.4 million or 10.8% of sales in the same period of 2024. The $21.3 million increase was primarily driven by increased sales, improvements in gross margin, as well the impact of the roll out of Project 360 that resulted in significant cost savings. This includes the continued realization of the indirect staffing model, which has achieved annualized run-rate cost savings of approximately $30 million.
19
Depreciation and Amortization
Depreciation related to property, plant and equipment totaled $64.7 million or 2.8% of sales for the nine months ended September 30, 2025, an increase of $10.1 million when compared to the $54.6 million or 2.4% of sales recorded in the same period of 2024. The increase in depreciation expense was primarily due to location growth, growth related to the calibration business as well as the investment in network technology upgrades. Investments in the calibration business pertain primarily to vehicles and calibration technology equipment. While, the internalization of scanning and calibration contributes positively to gross profit and Adjusted EBITDA, it does not contribute incremental sales and therefore increases depreciation as a percentage of sales. Depreciation expense as a percentage of sales has been impacted by same-store sales declines.
Depreciation related to right of use assets totaled $95.4 million, or 4.1% of sales for the nine months ended September 30, 2025, as compared to $92.1 million or 4.0% of sales for the same period of 2024. The increase in depreciation expense was primarily due to location growth. Depreciation expense as a percentage of sales has been impacted by same-store sales declines.
Amortization of intangible assets for the nine months ended September 30, 2025 totaled $20.6 million or 0.9% of sales, an increase of $1.1 million when compared to the $19.5 million or 0.8% of sales expensed for the same period of 2024. The increase is primarily the result of the addition of new intangible assets from acquisitions.
Finance Costs
Finance Costs of $54.6 million or 2.3% of sales for the nine months ended September 30, 2025 increased from $51.5 million or 2.2% of sales for the same period of 2024. The increase in finance costs was primarily due to increased lease liabilities as a result of location growth and lease renewals.
Income Taxes
Current and Deferred Income Tax Expense of $6.6 million for the nine months ended September 30, 2025 compared to an expense of $7.9 million for the same period of 2024. Income tax expense has not been impacted by significant permanent difference in the current period.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act enacted in 2017 that were set to expire at the end of 2025, including 100% bonus depreciation and revisions to the business interest expense limitation. The Company incorporated the 100% bonus depreciation and revisions to business interest expense limitation in the third quarter ending September 30, 2025. Incorporating the new legislation did not have a material impact on the results of operations, but reduced current income tax expense and cash paid for income taxes in the third quarter of 2025.
Net Earnings and Earnings Per Share
Net Earnings for the nine months ended September 30, 2025 was $13.6 million or 0.6% of sales compared to net earnings of $22.1 million or 1.0% of sales in the same period of the prior year. The net earnings amount in 2025 was impacted by acquisition and transformational cost initiatives, net of tax of $12.7 million. Adjusted net earnings4 for the nine months ended September 30, 2025 was $26.3 million, or 1.1% of sales. This compares to Adjusted net earnings of $24.6 million or 1.1% of sales in the same period of 2024. Net earnings and Adjusted net earnings benefited from higher Adjusted EBITDA. . Net earnings and Adjusted net earnings were negatively impacted by increased depreciation expense and increased finance costs. The increase in depreciation expense was primarily due to growth in locations, investments in network technology upgrades, as well as growth related to the calibration business. The increase in finance costs was primarily due to increased lease liabilities as a result of location growth and lease renewals.
| 4 | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
20
Basic and Diluted Earnings Per Share was $0.63 per share for the nine months ended September 30, 2025 compared to $1.03 for the same period of 2024. Adjusted net earnings per share was $1.22 compared to $1.15 for the same period of 2024.
| Summary of Quarterly Results (in thousands of U.S. dollars, except per share |
2025 Q3 | 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 | 2024 Q1 | 2023 Q4 | ||||||||||||||||||||||||
| Sales |
$ | 790,210 | $ | 780,407 | $ | 778,323 | $ | 752,339 | $ | 752,293 | $ | 779,163 | $ | 786,547 | $ | 740,014 | ||||||||||||||||
| Adjusted EBITDA (1) |
$ | 98,366 | $ | 93,786 | $ | 80,545 | $ | 83,408 | $ | 80,128 | $ | 89,576 | $ | 81,707 | $ | 94,207 | ||||||||||||||||
| Net earnings (loss) |
$ | 10,845 | $ | 5,422 | $ | (2,637 | ) | $ | 2,442 | $ | 2,895 | $ | 10,826 | $ | 8,381 | $ | 19,066 | |||||||||||||||
| Basic and diluted earnings (loss) per share |
$ | 0.51 | $ | 0.25 | $ | (0.12 | ) | $ | 0.11 | $ | 0.13 | $ | 0.50 | $ | 0.39 | $ | 0.89 | |||||||||||||||
| Adjusted net earnings (1) |
$ | 13,294 | $ | 10,806 | $ | 2,172 | $ | 6,275 | $ | 3,247 | $ | 11,937 | $ | 9,444 | $ | 19,977 | ||||||||||||||||
| Adjusted net earnings per share (1) |
$ | 0.62 | $ | 0.50 | $ | 0.10 | $ | 0.29 | $ | 0.15 | $ | 0.56 | $ | 0.44 | $ | 0.93 | ||||||||||||||||
|
(1) As defined in the non-GAAP financial measures and ratios section of the MD&A. |
| |||||||||||||||||||||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations, together with cash on hand and undrawn credit on existing facilities are expected to be sufficient to meet operating requirements, capital expenditures and dividends. At September 30, 2025, BGSI had cash, net of outstanding deposits and cheques, held on deposit in bank accounts totaling $64.3 million (December 31, 2024 - $20.0 million). The net working capital ratio (current assets divided by current liabilities) was 0.70:1 at September 30, 2025 (December 31, 2024 – 0.62:1).
At September 30, 2025, BGSI had total debt outstanding, net of cash, of $1,281.9 million compared to $1,231.6 million at December 31, 2024. Debt, net of cash before lease liabilities increased from $487.3 million at December 31, 2024 to $521.0 million at September 30, 2025. Debt, net of cash, before lease liabilities, increased as a result of location growth. During the third quarter of 2025, BGSI successfully closed a private placement offering of C$275 million senior unsecured notes. The net proceeds of this offering were used to repay existing indebtedness. During the nine months ended September 30, 2025, the Company completed sale leaseback transactions for proceeds of $33.2 million compared to $64.9 million at December 31, 2024. The sale leaseback transactions allowed the Company to replenish capital that can be redeployed to further grow the business. During the first quarter of 2025, the Company changed its approach whereby, on a go-forward basis, the development of start-up facilities will primarily be outsourced and upon completion, ownership will transfer directly to a leasing company.
21
|
Total debt, net of cash
(thousands of U.S. dollars) |
September 30, 2025 |
June 30, 2025 |
March 31, 2025 |
December 31, 2024 |
September 30, 2024 |
|||||||||||||||
| Revolving credit facility & swing line (net of financing costs) |
$ | 253,764 | $ | 387,931 | $ | 376,885 | $ | 369,333 | $ | 389,774 | ||||||||||
| Term Loan A (net of financing costs) |
124,920 | 124,904 | 124,895 | 124,882 | 124,860 | |||||||||||||||
| Senior unsecured notes |
196,512 | — | — | — | — | |||||||||||||||
| Seller notes (1) |
10,174 | 7,677 | 9,904 | 13,068 | 15,458 | |||||||||||||||
| Total debt before lease liabilities |
$ | 585,370 | $ | 520,512 | $ | 511,684 | $ | 507,283 | $ | 530,092 | ||||||||||
|
Cash |
64,320 | 14,685 | 1,286 | 19,997 | 43,847 | |||||||||||||||
| Total debt, net of cash before lease liabilities |
$ | 521,050 | $ | 505,827 | $ | 510,398 | $ | 487,286 | $ | 486,245 | ||||||||||
|
Lease liabilities |
760,888 | 735,645 | 742,217 | 744,295 | 738,895 | |||||||||||||||
|
Total debt, net of cash |
$ | 1,281,938 | $ | 1,241,472 | $ | 1,252,615 | $ | 1,231,581 | $ | 1,225,140 | ||||||||||
|
(1) Seller notes are loans granted to the Company by the sellers of businesses related to the acquisition of those businesses. |
| |||||||||||||||||||
Operating Activities
Cash flow generated from operations, before considering working capital changes, was $102.8 million for the three months ended September 30, 2025 compared to $79.3 million in the same period of 2024.
In the third quarter of 2025, changes in working capital items used net cash of $0.2 million compared with using net cash of $9.0 million in the same period of 2024. Changes in accounts receivable, inventory, prepaid expenses, income taxes, accounts payable and accrued liabilities are significantly influenced by timing of collections and expenditures.
Cash flow generated from operations before considering working capital changes, was $254.6 million for the nine months ended September 30, 2025 compared to $243.6 million for the same period in 2024.
For the nine months ended September 30, 2025, changes in working capital items provided net cash of $18.6 million compared with using $11.3 million in the same period of 2024. Changes in accounts receivable, inventory, prepaid expenses, income taxes, accounts payable and accrued liabilities are significantly influenced by timing of collections and expenditures.
22
Financing Activities
Cash provided by financing activities totaled $7.6 million for the three months ended September 30, 2025 compared to cash used in financing activities of $15.0 million during the same period of the prior year. During the third quarter of 2025, cash was provided by draws of the revolving credit facility and swing line in the amount of $123.7 million as well as the proceeds from issuance of senior unsecured notes in the amount of $198.8 million, offset by cash used to repay draws as well as long-term debt associated with seller notes in the amount of $259.3 million and to fund interest costs on long-term debt of $7.7 million. Cash used by financing activities included $29.3 million in repayments of lease liabilities and cash used to fund interest costs on lease liabilities of $11.2 million. Cash was also used to pay dividends of $2.4 million and financing costs associated with senior unsecured notes of $5.0 million. During the third quarter of 2024, cash was provided by draws of the revolving credit facility and swing line, primarily to fund acquisition and new location growth activity, in the amount of $91.2 million, offset by cash used to repay draws as well as long-term debt associated with seller notes in the amount of $58.4 million and cash used to fund interest costs on long-term debt of $7.8 million. Cash used by financing activities included $27.1 million used to repay lease liabilities and cash used to fund interest costs on lease liabilities of $10.5 million. Cash was also used to pay dividends totaling $2.3 million.
Cash used in financing activities totaled $77.7 million for the nine months ended September 30, 2025 compared to cash used by financing activities of $34.9 million for the same period of 2024. During the nine months ended September 30, 2025, cash was provided by draws of the revolving credit facility and swing line in the amount of $302.1 million as well as the proceeds from issuance of senior unsecured notes in the amount of $198.8 million, offset by cash used to repay draws as well as long-term debt associated with seller notes in the amount of $424.6 million and to fund interest costs on long-term debt of $21.8 million. Cash used by financing activities included $87.0 million in repayments of lease liabilities and cash used to fund interest costs on lease liabilities of $33.2 million. Cash was also used to pay dividends of $7.0 million and financing costs associated with senior unsecured notes of $5.0 million. During the nine months ended September 30, 2024, cash was provided by draws of the revolving credit facility in the amount of $300.2 million offset by cash used to repay draws as well as long-term debt associated with seller notes in the amount of $194.6 million and to fund interest costs on long-term debt of $21.6 million. Cash used by financing activities included $80.8 million used to repay lease liabilities and cash used to fund interest costs on lease liabilities of $30.2 million. Cash was also used to pay dividends totaling $7.1 million and financing costs of $0.8 million were incurred to complete the fourth amended and restated credit agreement.
Debt Financing
On August 20, 2025, the Company entered into a fifth amended and restated credit agreement to extend the revolving credit facilities in the aggregate amount of $575 million with an accordion feature which can increase the facilities to a maximum of $875 million. The Facilities are accompanied by a fixed-rate Term Loan A maturing in March 2027, in the amount of $125 million at an interest rate of 3.455%. The Facilities are with a syndicate of Canadian and U.S. banks and are secured by the shares and assets of the Company as well as guarantees by BGSI and subsidiaries, while the Term Loan A is with one of the syndicated banks. The interest rate for draws on the Facilities are based on a pricing grid of the Company’s ratio of total funded debt to EBITDA as determined under the credit agreement. The Company can draw on the Facilities in either the U.S. or in Canada, in either U.S. or Canadian dollars. The Company can make draws in tranches as required. Tranches bear interest only and are not repayable until the maturity date but can be voluntarily repaid at any time. The Company has the ability to choose the base interest rate between Prime, Canadian Overnight Repo Rate Average (“CORRA”), U.S. Prime or Secured Overnight Financing Rate (“SOFR”) at the Company’s election. The total syndicated Facilities include a swing line up to a maximum of $10.0 million for the Canadian borrower and $30.0 million for the U.S. borrower. As at September 30, 2025, the Company has drawn $255.0 million U.S. (December 31, 2024 - $370.0 million U.S.) and the Canadian borrower had drawn $nil (December 31, 2024 - $nil) on the Facilities, $125.0 million (December 31, 2024 - $125.0 million) on the Term Loan A, and $nil (December 31, 2024 - $nil) on the swing line.
The Company is subject to certain financial covenants which must be maintained to avoid acceleration of the termination of the credit agreement. The financial covenants require BGSI to maintain a senior funded debt to EBITDA ratio of no greater than 3.50 and an interest coverage ratio of not less than 2.75. For four quarters following a material acquisition, the senior funded debt to EBITDA ratio may be increased to less than 4.00. For purposes of covenant calculations, property lease payments are deducted from EBITDA, and EBITDA is further adjusted to reflect pro-forma annualized acquisition results.
23
The Company supplements its debt financing by negotiating with sellers in certain acquisitions to provide financing to the Company in the form of term notes. The notes payable to sellers are typically at favorable interest rates and for terms of one to 15 years. This source of financing is another means of supporting BGSI’s growth, at a relatively low cost. During the nine months ended September 30, 2025, entered into two new seller notes for an aggregate amount of $4.6 million (14 seller notes at December 31, 2024 for an aggregate amount of $3.5 million).
On September 4, 2025, the Company announced the completion of the private placement offering of C$275 million principal amount of senior unsecured notes (the “Notes”) due 2033. The Notes bear interest at an annual rate of 5.75% payable semi-annually in arrears on March 4 and September 4, commencing on March 4, 2026. The net proceeds of the offering was used to repay the Company’s existing indebtedness.
At any time prior to September 4, 2028, Boyd, may on any one or more occasions, redeem (a) up to 40% of the aggregate principal amount of the Notes issued, under certain conditions, at a redemption price equal to 105.75% of the principal or; (b) all or any part of the Notes, at a redemption price equal to 100% of the aggregate principal amount plus an applicable premium.
At any time on or after September 4, 2028, Boyd may redeem all or part of the Notes at a redemption price, expressed as percentages of principal amount equal to 102.875% in 2028, 101.438% in 2029 and 100% in 2030 and thereafter.
On September 4, 2025, the optional redemption right was recognized as an embedded derivative asset with a fair value of $3.2 million. A fair market value gain of $87.9 thousand was recognized in the statement of earnings during the period ended September 30, 2025.
During the third quarter of 2025, the Company entered into a cross-currency swap to hedge cash flow variability from foreign currency. The swap exchanges CAD interest and principal payments for USD equivalents. On the effective date of September 4, 2025, C$275 million was swapped for $199 million, maturing on September 4, 2033. The fair value of the swap was an asset of $1.1 million (2024 - $nil), calculated using discounted cash flows for each currency leg.
Shareholders’ Capital
During the first quarter of 2021, the Company instituted a stock option plan for senior management, which was approved by shareholders on May 12, 2021. The Company’s stock option plan allows for the granting of options up to an amount of 250,000 Common shares under this plan. Each tranche of the options vests equally over two, three, four and five year periods. The term of an option shall be determined and approved by the People, Culture and Compensation Committee; provided that the term shall be no longer than ten years from the grant date.
The information on the outstanding options is as follows:
24
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number |
Weighted price (C$) |
Number | Weighted price (C$) |
|||||||||||||
| Balance at the beginning of period |
88,596 | $ | 217.71 | 70,165 | $ | 219.37 | ||||||||||
| Granted during the period |
— | — | 1,177 | 230.49 | ||||||||||||
| Forfeited during the period |
(1,800 | ) | 227.16 | (1,710 | ) | 217.11 | ||||||||||
| Expired during the period |
(197 | ) | 216.47 | — | — | |||||||||||
| Exercised during the period |
(214 | ) | 172.95 | (234 | ) | 198.47 | ||||||||||
| Balance at the end of period |
86,385 | $ | 217.63 | 69,398 | $ | 219.68 | ||||||||||
| Exercisable at the end of the period |
18,842 | $ | 198.40 | 8,466 | $ | 195.57 | ||||||||||
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number |
Weighted price (C$) |
Number | Weighted price (C$) |
|||||||||||||
| Balance at the beginning of period |
67,762 | $ | 219.84 | 54,559 | $ | 198.78 | ||||||||||
| Granted during the period |
29,380 | 211.27 | 18,269 | 282.26 | ||||||||||||
| Forfeited during the period |
(9,480 | ) | 217.24 | (3,014 | ) | 222.35 | ||||||||||
| Expired during the period |
(197 | ) | 216.47 | — | — | |||||||||||
| Exercised during the period |
(1,080 | ) | 187.17 | (416 | ) | 207.54 | ||||||||||
| Balance at the end of period |
86,385 | $ | 217.63 | 69,398 | $ | 219.68 | ||||||||||
| Exercisable at the end of the period |
18,842 | $ | 198.40 | 8,466 | $ | 195.57 | ||||||||||
The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2025 was $69.51 per option (2024 - $97.75). The fair value of each option granted was determined using a Black-Scholes option pricing model. The option valuation was based on the following assumptions:
| 2025 | 2024 | |||||||||||
| Risk-free interest rate |
2.84 | % | 3.61 | % | ||||||||
| Expected life (years) |
5.5 | 5.5 | ||||||||||
| Expected stock price volatility |
30.73 | % | 30.68 | % | ||||||||
| Expected dividend yield |
0.259 | % | 0.193 | % | ||||||||
During the first quarter of 2025, Boyd cancelled 5,784 shares pursuant to the Plan of Arrangement involving the conversion of Boyd Group Income Fund to Boyd Group Services Inc., which was effective January 1, 2020. Any shares that were not deposited by December 31, 2024 ceased to represent a right or claim of any kind or nature and have been cancelled.
During the period, the Company made a prospective change to its share-based compensation plan. The Restricted Share Units (RSU) and Performance Share Units (PSU) plan will now be either cash-settled, share-settled or combination of both, at the
25
Company’s discretion. The share-based payment plan was approved by the shareholders on May 14, 2025. The 2025 plan will be accounted for as an equity-settled share-based payment.
Under the equity-settled plan, shares awarded to employees in terms of the RSUs and PSUs are measured at the fair market value at grant date using, where applicable, an appropriate valuation model. The cost is recognized in compensation expenses with a corresponding increase in equity over the period in which the service and, where applicable, the performance conditions are fulfilled.
Investing Activities
Cash used in investing activities totaled $60.1 million and $151.5 million for the three months ended September 30, 2025 and for the nine months ended September 30, 2025, respectively. This compares to cash used in investing activities of $27.2 million and $175.8 million used in the same periods of the prior year, respectively. During the three and nine months ended September 30, 2025, the Company completed sale leaseback transactions for proceeds of $24.0 and $33.2 million, respectively. This compares to a proceeds of $39.1 million for the three and nine months ended September 30, 2024. The remainder of the investing activity in both periods related primarily to new location growth as well as the development of businesses which consisted primarily of property, plant and equipment additions.
Acquisitions and Development of Businesses
The Company completed and opened the following number of collision repair acquisitions and start-up locations during the periods listed:
|
Number of locations added through acquisition |
Number of start-ups | Total | ||||
| January 1, 2025 to September 30, 2025 | 24 | 17 | 41 | |||
| October 1, 2025 to November 11, 2025 | 6 | 2 | 8 | |||
| Total | 30 | 19 | 49 |
During the nine months ended September 30, 2025, the Company acquired a single location glass business in California and a single location glass business in Pennsylvania.
Included above is a multi-location acquisition based in Virginia which closed in early August 2025. Boyd will continue to be a strategic buyer of complementary scaled MSO acquisitions at the right economics. In addition to our established single shop pipeline, we have seen an increase in acquisition opportunities in the small regional MSO space in 2025.
The Company added 34 locations through acquisition and seven start-up locations, for a total of 41 new locations from the beginning of 2024 until the third quarter reporting date of November 4, 2024.
Included as part of cash used for acquisition and development of business were costs related to the acquisition of businesses, as well as the development of businesses which consisted primarily of property, plant and equipment additions to bring new locations up to the Company’s standard of quality and also includes development of brownfield and greenfield start-up locations that have not yet opened. During the period the Company also invested in the growth of its scanning and calibration services. Expenditures in this area on vehicles and scanning and calibration technology equipment are expected to continue into the future as the Company grows its internalization of this work from 72% during the third quarter to an 80% annual run rate in the near term.
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Start-ups
Start-up collision repair facilities include brownfield locations, which are existing buildings converted to Boyd’s use. In some cases this would include opening in a building that was previously a collision repair facility. The Company will also develop greenfield locations which consist of Boyd’s prototype building from the ground up. In both cases, Boyd ensures the location is favorable and zoned appropriately to be able to operate upon completion of development. Depending on a variety of factors including zoning, permitting, supply chain and availability of trades, the development of a start-up facility can take between 10 and 24 months, with greenfields generally taking longer than brownfields. During the first quarter of 2025, the Company changed its approach whereby, on a go-forward basis, the development of start-up facilities will primarily be outsourced and upon completion, ownership will transfer directly to a leasing company.
The Company believes that start-up facilities offer a number of advantages and as a result plans to continue increasing the proportion of growth using this approach. This approach provides another option to grow in geographies that are new and growing and also allows Boyd to design and develop a facility that has a preferred footprint and flow. Being able to accommodate Boyd’s future needs in terms of glass and calibration services is another benefit. These facilities are also attractive from a customer and employee perspective. Having the capability to grow through start-ups at a higher pace gives the Company optionality to invest in a way that continues to provide accretive returns when multi-shop or single location acquisition opportunities are not ideal. While the pipeline continues to grow, the Company currently has following start-up facilities in development and scheduled to open over the next twelve months:
| Number of start-up locations
currently in development | ||
| October 1, 2025 to December 31, 2025 | 13 | |
| January 1, 2026 to March 31, 2026 | 5 | |
| April 1, 2026 to June 30, 2026 | 7 | |
| July 1, 2026 to September 30, 2026 | 6 | |
| Total | 31 |
Start-up facilities, whether brownfield or greenfield, have a longer ramp-up period when compared to the Company’s historical single shop acquisitions. It generally takes longer for sales to build up to steady state levels in start-up locations. Whereas with single store acquisitions, it takes on average between 12-24 months to add the necessary employees and DRP relationships to drive sales to projected levels, for start-ups it can take between 24-36 months from the time of store opening. During these ramp up periods, leveraging of fixed costs is limited, which impacts the operating expense ratio and supplementing production staff wages may be required, which impacts gross margin. For start-up locations, pre-opening costs such as utilities, core staff, property taxes and shop supplies are incurred without sales revenue to offset these costs. This pattern of extended ramp up would typically result in losses for the months leading up to the opening and continue at decreasing levels as the revenue increases. Performance of newly developed locations will vary, but the long-term value creation of developing start-up sites are very attractive. Based on Boyd’s history, newly developed locations would reach maturity by the end of their third year.
Capital Expenditures
Although most of Boyd’s repair facilities are leased, funds are required to ensure facilities are properly repaired and maintained to ensure the Company’s physical appearance communicates Boyd’s standard of professional service and quality. The Company’s need to maintain its facilities and upgrade or replace equipment to meet increased complexity of newer vehicles, signage, computers, software and vehicles forms part of the annual cash requirements of the business. The Company manages these expenditures by annually reviewing and determining its capital budget needs and then authorizing major expenditures throughout the year based upon individual business cases. Excluding expenditures related to network technology upgrades and acquisition and development, the Company spent approximately $16.2 million or 2.0% of sales on capital expenditures during the third quarter of 2025. The Company spent $20.5 million or 2.7% of sales on capital expenditures excluding expenditures related to acquisition and development during the same period of 2024. Excluding expenditures related to network technology upgrades and acquisition and development, the Company spent approximately
27
$38.7 million or 1.6% of sales on capital expenditures during the nine months ended September 30, 2025. The Company spent $52.1 million or 2.2% of sales on capital expenditures excluding expenditures related to acquisition and development during the same period of 2024.
During 2025, the Company plans to make cash capital expenditures, excluding those related to network technology upgrades and acquisition and development of new locations, within the range of 1.6% and 1.8% of sales. In addition to these capital expenditures, the Company plans to invest in network technology upgrades to further strengthen our technology and security infrastructure and prepare for advanced technology needs in the future. During the nine months ended September 30, 2025, the company spent $9.0 million on network technology upgrades. The investment expected in 2025 is in the range of $10 million to $12 million, with an investment in 2026 in the range of $2 million to $4 million. This investment aligns with Boyd’s ESG sustainability roadmap to further strengthen data privacy and cyber security.
LEGAL PROCEEDINGS
Neither BGSI, nor any of its subsidiaries are involved in any legal proceedings which are material in any respect.
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RELATED PARTY TRANSACTIONS
Boyd has not entered into any new related party transactions beyond the items disclosed in the 2024 annual report.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements that present fairly the financial position, financial condition and results of operations requires that BGSI make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.
The critical accounting estimates are substantially unchanged from those identified in the 2024 annual MD&A.
INTERNAL CONTROL OVER FINANCIAL REPORTING
BGSI’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. During the third quarter of 2025, there have been no changes in BGSI’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, BGSI’s internal control over financial reporting.
BUSINESS RISKS AND UNCERTAINTIES
Risks and uncertainties affecting the business remain substantially unchanged from those identified in the 2024 annual MD&A, except as follows:
U.S. Public Company Costs
As a public company in the U.S., the Company will incur additional legal, accounting, NYSE-related, reporting and other expenses that were not incurred as a public company in Canada. The additional demands associated with being a U.S. public company may disrupt regular operations of the Company’s business by diverting the attention of some of the Company’s senior management team away from revenue-producing activities to additional management and administrative oversight, adversely affecting the Company’s ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing the Company’s business. Any of these effects could harm the Company’s business, results of operations and financial condition.
If the Company’s efforts to comply with new U.S. laws, regulations and standards differ from the activities intended by regulatory or governing bodies, such regulatory bodies or third parties may initiate legal proceedings against the Company and Boyd’s business may be adversely affected. As a public company in the U.S., it is more expensive for the Company to obtain or retain director and officer liability insurance, and the Company will be required to accept reduced coverage or incur substantially higher costs to continue the Company’s coverage. These factors could also make it more difficult for the Company to attract and retain qualified directors.
The U.S. Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), requires that the Company maintain effective disclosure controls and procedures and internal control over financial reporting. In the event that the Company is not able to demonstrate compliance with the Sarbanes-Oxley Act, that the Company’s internal control over financial reporting is perceived as inadequate, or that the Company is unable to produce timely or accurate financial statements, investors may lose confidence in the Company’s operating results and the price of the Company’s common shares may decline. In addition, if the Company is unable to continue to meet these requirements, the Company may not be able to remain listed on the NYSE.
Foreign Private Issuer Status
Boyd is a “foreign private issuer” as such term is defined in Rule 405 under the United States Securities Act of 1933, as amended, and are permitted, under a multijurisdictional disclosure system adopted by the U.S. and Canada, to prepare the
29
Company’s disclosure documents filed under the Securities Exchange Act of 1934 (the “Exchange Act”), in accordance with Canadian disclosure requirements. Under the Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although it is required to file or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company’s officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, as compared to U.S. domestic reporting companies, the Company’s shareholders may not know on as timely a basis when its officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.
As a foreign private issuer, the Company is exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company expects to comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive in every case the same information at the same time as such information is provided by U.S. domestic companies.
In addition, as a foreign private issuer, the Company generally has the option to follow certain Canadian corporate governance practices, provided that the Company discloses the requirements it is not following and describe the Canadian practices it follows instead. As a result, the Company’s shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all U.S. corporate governance requirements.
The Company may cease to qualify as a foreign private issuer if a majority of its common shares are held in the United States and it fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. If the Company ceases to qualify, it will be subject to the same reporting requirements and corporate governance requirements as a U.S. domestic issuer, which may increase the Company’s costs of being a public company in the U.S.
ADDITIONAL INFORMATION
BGSI’s shares trade on the Toronto Stock Exchange and New York Stock Exchange under the symbols TSX: BYD.TO and NYSE: BGSI, respectively. Additional information relating to the BGSI is available on SEDAR+ (www.sedarplus.com), EDGAR (www.sec.gov) and the Company website (www.boydgroup.com).
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BOYD GROUP SERVICES INC.
Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
31
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)
(thousands of U.S. dollars)
| September 30, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Note | ||||||||||||
| Assets |
||||||||||||
| Current assets: |
||||||||||||
| Cash |
$ | 64,320 | $ | 19,997 | ||||||||
| Accounts receivable |
134,924 | 120,616 | ||||||||||
| Income taxes recoverable |
11,395 | 12,307 | ||||||||||
| Inventory |
4 | 64,130 | 73,134 | |||||||||
| Prepaid expenses |
51,024 | 44,663 | ||||||||||
| 325,793 | 270,717 | |||||||||||
| Property, plant and equipment |
5 | 568,662 | 529,673 | |||||||||
| Right of use assets |
6 | 675,708 | 668,101 | |||||||||
| Derivative financial instruments |
14 | 4,343 | — | |||||||||
| Deferred income tax asset |
3,514 | 2,840 | ||||||||||
| Intangible assets |
7 | 345,361 | 336,943 | |||||||||
| Goodwill |
8 | 673,566 | 643,864 | |||||||||
| Other long-term assets |
9 | 12,211 | 12,051 | |||||||||
| $ | 2,609,158 | $ | 2,464,189 | |||||||||
| Liabilities and Equity |
||||||||||||
| Current liabilities: |
||||||||||||
| Accounts payable and accrued liabilities |
$ | 337,019 | $ | 306,942 | ||||||||
| Dividends payable |
10 | 2,359 | 2,283 | |||||||||
| Current portion of long-term debt |
11 | 8,567 | 8,994 | |||||||||
| Current portion of lease liabilities |
13 | 120,807 | 116,849 | |||||||||
| 468,752 | 435,068 | |||||||||||
| Long-term debt |
11 | 380,291 | 498,289 | |||||||||
| Senior unsecured notes |
12 | 196,512 | — | |||||||||
| Lease liabilities |
13 | 640,081 | 627,446 | |||||||||
| Deferred income tax liability |
71,780 | 68,559 | ||||||||||
| Unearned rebates |
3,503 | 3,964 | ||||||||||
| 1,760,919 | 1,633,326 | |||||||||||
| Equity | ||||||||||||
| Accumulated other comprehensive earnings |
52,759 | 44,792 | ||||||||||
| Retained earnings |
187,135 | 180,557 | ||||||||||
| Shareholders’ capital |
599,885 | 600,047 | ||||||||||
| Contributed surplus |
8,460 | 5,467 | ||||||||||
| 848,239 | 830,863 | |||||||||||
| $ | 2,609,158 | $ | 2,464,189 | |||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
||||||||||||
| Approved by the Board: | ||||||
| BRIAN KANER Director |
DAVID BROWN Director |
|||||
32
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(thousands of U.S. dollars, except share amounts)
| Shareholders’ Capital | Accumulated Other Comprehensive Earnings |
|||||||||||||||||||||||||||||||
| Shares | Amount | Contributed Surplus |
Cash Flow Hedge Reserve |
Cumulative Translation Adjustment |
Retained Earnings |
Total Equity | ||||||||||||||||||||||||||
| Note | ||||||||||||||||||||||||||||||||
| Balances - January 1, 2024 |
21,472,194 | $ | 600,047 | $ | 4,539 | $ | 58,313 | $ | 165,427 | $ | 828,326 | |||||||||||||||||||||
| Other comprehensive loss |
(13,521 | ) | (13,521 | ) | ||||||||||||||||||||||||||||
| Net earnings |
24,544 | 24,544 | ||||||||||||||||||||||||||||||
| Comprehensive (loss) earnings |
(13,521 | ) | 24,544 | 11,023 | ||||||||||||||||||||||||||||
| Shares issued through exercise of stock options |
531 | 79 | 79 | |||||||||||||||||||||||||||||
| Stock option accretion |
849 | 849 | ||||||||||||||||||||||||||||||
| Dividends to shareholders |
10 | (9,414 | ) | (9,414 | ) | |||||||||||||||||||||||||||
| Balances - December 31, 2024 |
21,472,725 | $ | 600,047 | $ | 5,467 | $ | 44,792 | $ | 180,557 | $ | 830,863 | |||||||||||||||||||||
| Other comprehensive income |
1,073 | 6,894 | 7,967 | |||||||||||||||||||||||||||||
| Net earnings |
13,630 | 13,630 | ||||||||||||||||||||||||||||||
| Comprehensive earnings |
6,894 | 13,630 | 20,524 | |||||||||||||||||||||||||||||
| Shares issued through exercise of stock options |
18 | 1,080 | 142 | 142 | ||||||||||||||||||||||||||||
| Stock option accretion |
665 | 665 | ||||||||||||||||||||||||||||||
| Cancellation of shares |
17 | (5,784 | ) | (162 | ) | 162 | — | |||||||||||||||||||||||||
| Equity-settled share-based payment |
2,024 | 2,024 | ||||||||||||||||||||||||||||||
| Dividends to shareholders |
10 | (7,052 | ) | (7,052 | ) | |||||||||||||||||||||||||||
| Balances - September 30, 2025 |
21,468,021 | $ | 599,885 | $ | 8,460 | $ | 1,073 | $ | 51,686 | $ | 187,135 | $ | 848,239 | |||||||||||||||||||
| Balances - January 1, 2024 |
21,472,194 | $ | 600,047 | $ | 4,539 | $ | 58,313 | $ | 165,427 | $ | 828,326 | |||||||||||||||||||||
| Other comprehensive loss |
(3,325 | ) | (3,325 | ) | ||||||||||||||||||||||||||||
| Net earnings |
22,102 | 22,102 | ||||||||||||||||||||||||||||||
| Comprehensive (loss) earnings |
(3,325 | ) | 22,102 | 18,777 | ||||||||||||||||||||||||||||
| Shares issued through exercise of stock options |
416 | 63 | 63 | |||||||||||||||||||||||||||||
| Stock option accretion |
646 | 646 | ||||||||||||||||||||||||||||||
| Dividends to shareholders |
10 | (7,106 | ) | (7,106 | ) | |||||||||||||||||||||||||||
|
Balances - September 30, 2024 |
21,472,610 | $ | 600,047 | $ | 5,248 | $ | — | $ | 54,988 | $ | 180,423 | $ | 840,706 | |||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements
33
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(thousands of U.S. dollars, except share and per share amounts)
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
| Note | ||||||||||||||||||||
| Sales |
16 | $ | 790,210 | $ | 752,293 | $ | 2,348,940 | $ | 2,318,003 | |||||||||||
| Cost of sales |
424,262 | 408,719 | 1,258,260 | 1,266,404 | ||||||||||||||||
| Gross profit |
365,948 | 343,574 | 1,090,680 | 1,051,599 | ||||||||||||||||
| Operating expenses |
267,582 | 263,446 | 817,983 | 800,188 | ||||||||||||||||
| Acquisition and transformational cost initiatives |
3,428 | 1,558 | 17,201 | 4,505 | ||||||||||||||||
| Depreciation of property, plant and equipment |
5 | 22,319 | 20,289 | 64,713 | 54,591 | |||||||||||||||
| Depreciation of right of use assets |
6 | 31,998 | 31,330 | 95,412 | 92,087 | |||||||||||||||
| Amortization of intangible assets |
7 | 7,056 | 6,112 | 20,604 | 19,495 | |||||||||||||||
| Fair value adjustments |
(88 | ) | (801 | ) | (87 | ) | (808 | ) | ||||||||||||
| Finance costs |
18,751 | 18,199 | 54,606 | 51,531 | ||||||||||||||||
| 351,046 | 340,133 | 1,070,432 | 1,021,589 | |||||||||||||||||
| Earnings before income taxes |
14,902 | 3,441 | 20,248 | 30,010 | ||||||||||||||||
| Income tax expense (recovery) |
||||||||||||||||||||
| Current |
(6,658 | ) | (1,189 | ) | 3,976 | 3,783 | ||||||||||||||
| Deferred |
10,715 | 1,735 | 2,642 | 4,125 | ||||||||||||||||
| 4,057 | 546 | 6,618 | 7,908 | |||||||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
| |||||||||||||||||||
| Basic earnings per share |
17 | $ | 0.51 | $ | 0.13 | $ | 0.63 | $ | 1.03 | |||||||||||
| Diluted earnings per share |
17 | $ | 0.50 | $ | 0.13 | $ | 0.63 | $ | 1.03 | |||||||||||
| Basic weighted average number of shares outstanding |
17 | 21,467,917 | 21,472,587 | 21,467,770 | 21,472,357 | |||||||||||||||
| Diluted weighted average number of shares outstanding |
17 | 21,504,898 | 21,475,994 | 21,504,848 | 21,478,294 | |||||||||||||||
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited)
(thousands of U.S. dollars)
| Three months ended September 30, |
Nine months ended \September 30, |
|||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||||||
| Other comprehensive earnings |
||||||||||||||||||||
| Items that may be reclassified subsequently to
Interim |
||||||||||||||||||||
| Change in unrealized earnings (loss) on foreign currency translation |
(1,558 | ) | 2,246 | 6,894 | (3,325 | ) | ||||||||||||||
| Fair value changes on cash flow hedge |
14 | 1,073 | — | 1,073 | — | |||||||||||||||
| Other comprehensive earnings (loss) |
(485 | ) | 2,246 | 7,967 | (3,325 | ) | ||||||||||||||
| Comprehensive earnings |
$ | 10,360 | $ | 5,141 | $ | 21,597 | $ | 18,777 | ||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements
34
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(thousands of U.S. dollars)
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
| Note | ||||||||||||||||||||
| Cash flows from operating activities |
||||||||||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||||||
| Adjustments for |
||||||||||||||||||||
| Fair value adjustments |
(88 | ) | (801 | ) | (87 | ) | (808 | ) | ||||||||||||
| Deferred income taxes |
10,715 | 1,735 | 2,642 | 4,125 | ||||||||||||||||
| Finance costs |
18,751 | 18,199 | 54,606 | 51,531 | ||||||||||||||||
| Amortization of intangible assets |
7 | 7,056 | 6,112 | 20,604 | 19,495 | |||||||||||||||
| Depreciation of property, plant and equipment |
5 | 22,319 | 20,289 | 64,713 | 54,591 | |||||||||||||||
| Depreciation of right of use assets |
6 | 31,998 | 31,330 | 95,412 | 92,087 | |||||||||||||||
| Equity settled share-based payment |
954 | 241 | 2,831 | 709 | ||||||||||||||||
| Other |
203 | (723 | ) | 204 | (280 | ) | ||||||||||||||
| 102,753 | 79,277 | 254,555 | 243,552 | |||||||||||||||||
| Changes in non-cash working capital items |
19 | (240 | ) | (8,979 | ) | 18,551 | (11,285 | ) | ||||||||||||
| 102,513 | 70,298 | 273,106 | 232,267 | |||||||||||||||||
| Cash flows from (used in) financing activities |
||||||||||||||||||||
| Increase in obligations under long-term debt |
11 | 123,707 | 91,190 | 302,084 | 300,190 | |||||||||||||||
| Proceeds on issuance of senior unsecured notes |
12 | 198,797 | — | 198,797 | — | |||||||||||||||
| Repayment of long-term debt, principal |
11 | (259,326 | ) | (58,362 | ) | (424,594 | ) | (194,595 | ) | |||||||||||
| Repayment of obligations under property leases, principal |
(27,892 | ) | (25,916 | ) | (82,784 | ) | (76,983 | ) | ||||||||||||
| Repayment of obligations under vehicle and equipment leases, principal |
(1,415 | ) | (1,226 | ) | (4,230 | ) | (3,793 | ) | ||||||||||||
| Interest on long-term debt |
11 | (7,681 | ) | (7,836 | ) | (21,783 | ) | (21,551 | ) | |||||||||||
| Interest on property leases |
(10,986 | ) | (10,297 | ) | (32,541 | ) | (29,440 | ) | ||||||||||||
| Interest on vehicle and equipment leases |
(201 | ) | (227 | ) | (663 | ) | (775 | ) | ||||||||||||
| Dividends paid |
(2,399 | ) | (2,349 | ) | (7,018 | ) | (7,104 | ) | ||||||||||||
| Payment of financing costs |
(5,016 | ) | — | (5,016 | ) | (829 | ) | |||||||||||||
| 7,588 | (15,023 | ) | (77,748 | ) | (34,880 | ) | ||||||||||||||
| Cash flows used in investing activities |
||||||||||||||||||||
| Proceeds on sale of equipment and software |
5 | 182 | 105 | 830 | 481 | |||||||||||||||
| Proceeds on sale / leaseback agreements |
5 | 24,024 | 39,051 | 33,181 | 39,051 | |||||||||||||||
| Equipment purchases and facility improvements |
(15,117 | ) | (20,501 | ) | (40,882 | ) | (59,975 | ) | ||||||||||||
| Acquisition and development of businesses (net of cash acquired) |
(65,449 | ) | (43,342 | ) | (137,599 | ) | (152,370 | ) | ||||||||||||
| Software purchases and licensing |
7 | (3,720 | ) | (2,449 | ) | (6,852 | ) | (2,671 | ) | |||||||||||
| Increase in other long-term assets |
(67 | ) | (32 | ) | (147 | ) | (312 | ) | ||||||||||||
| (60,147 | ) | (27,168 | ) | (151,469 | ) | (175,796 | ) | |||||||||||||
| Effect of foreign exchange rate changes on cash |
(319 | ) | 210 | 434 | (255 | ) | ||||||||||||||
| Net increase in cash position |
49,635 | 28,317 | 44,323 | 21,336 | ||||||||||||||||
| Cash beginning of period |
14,685 | 15,530 | 19,997 | 22,511 | ||||||||||||||||
| Cash, end of period |
$ | 64,320 | $ | 43,847 | $ | 64,320 | $ | 43,847 | ||||||||||||
| Income taxes paid |
$ | 463 | $ | 1,451 | $ | 3,018 | $ | 10,684 | ||||||||||||
| Interest paid |
$ | 18,393 | $ | 17,636 | $ | 54,574 | $ | 50,274 | ||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements
35
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 1. | GENERAL INFORMATION |
Boyd Group Services Inc. (“BGSI” or the “Company”) is a Canadian corporation and controls The Boyd Group Inc. and its subsidiaries.
The Company’s business consists of the ownership and operation of autobody/autoglass repair facilities and related services. At the reporting date, the Company operated locations in Canada under the trade names Boyd Autobody & Glass and Assured Automotive, as well as in the U.S. under the trade name Gerber Collision & Glass. The Company is also a major retail auto glass operator in the U.S. under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. In addition, the Company operates Gerber National Claim Services (“GNCS”), that offers glass, emergency roadside and first notice of loss services. The Company also operates Mobile Auto Solutions (“MAS”) that offers mobile calibration and diagnostic services.
The shares of the Company are listed on the Toronto Stock Exchange and trade under the symbol “BYD.TO”. The head office and principal address of the Company are located at 1745 Ellice Avenue, Unit C1, Winnipeg, Manitoba, Canada, R3H 1A6.
The policies applied in these interim condensed consolidated financial statements are based on IFRS issued and effective as of November 11, 2025, the date the Board of Directors approved the statements.
| 2. | BASIS OF PRESENTATION |
These interim condensed consolidated financial statements for the three and nine months ended September 30, 2025 have been prepared in accordance with IAS 34, Interim financial reporting using the same accounting policies and methods of computation followed in the consolidated financial statements for the year ended December 31, 2024, except as detailed below. The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS. These interim condensed consolidated financial statements are presented in U.S. dollars (“USD”).
During the period, the Company made a prospective change to its share-based compensation plan. The Restricted Share Units (“RSU”) and Performance Share Units (“PSU”) plans will now be either cash-settled, share-settled or combination of both, at the Company’s discretion. The share-based payment plan was approved by the shareholders on May 14, 2025. The 2025 plan will be accounted for as an equity-settled share-based payment plan.
Under the equity-settled share-based payment plan, shares awarded to employees in terms of the RSUs and PSUs are measured at the fair market value at grant date, where applicable, when vesting is dependant on market performance, using an appropriate valuation model. The cost is recognized as compensation expenses with a corresponding increase in equity over the period in which the service and, where applicable, the performance conditions are fulfilled.
During the third quarter of 2025, Boyd entered into a cross-currency swap to hedge the currency risk exposure on foreign exchange fluctuations arising from its financing activities. The Company employs derivative financial instruments, such as cross-currency swaps, to manage exposure to foreign currency risks. These derivatives are initially recognized at fair value and subsequently remeasured at each
36
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
reporting date. The accounting treatment of gains and losses depends on whether the derivative is designated as a hedging instrument and the nature of the hedged item.
Where hedge accounting is applied, the Company documented the criteria at the inception of the hedge and will be updated at each reporting date. The documentation includes the formal designation of cash flow hedge and the relationship between the hedged item and hedging instrument, assessment of the effectiveness of the hedge at inception and on an ongoing basis, as well as the risk management objective and strategy for undertaking the hedge. For cash flow hedges of highly probable future cash flows attributable to recognized liabilities, the effective portion of changes in the fair value of the hedging instrument is recognized in other comprehensive income and accumulated in the cash flow hedge reserve. Any ineffective portion is recognized immediately in profit or loss. When the hedge ends or no longer qualifies for hedge accounting, cumulative gains or losses in equity remain until the hedged item impacts profit or loss, or are transferred to the carrying amount of a non-financial asset or liability when recognized.
37
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 3. | ACQUISITIONS |
The Company completed 15 acquisitions that added 24 locations during the nine months ended September 30, 2025. During the first quarter of 2025, the Company acquired a single location glass business in California and a single location glass business in Pennsylvania.
BGSI has accounted for the 2025 acquisitions using the acquisition method as follows:
| Acquisitions in 2025 | Total acquisitions |
|||
| Identifiable net assets acquired at fair value: |
||||
| Other current assets |
$ | 593 | ||
| Property, plant and equipment |
19,620 | |||
| Right of use assets |
14,684 | |||
| Identified intangible assets |
||||
| Customer relationships |
19,118 | |||
| Non-compete agreements |
1,032 | |||
| Brand name |
280 | |||
| Liabilities assumed |
||||
| Lease liabilities |
(14,684 | ) | ||
| Identifiable net assets acquired |
$ | 40,643 | ||
| Goodwill |
26,711 | |||
| Total purchase consideration |
$ | 67,354 | ||
| Consideration provided |
||||
| Cash paid or payable |
$ | 62,737 | ||
| Seller notes |
4,617 | |||
| Total consideration provided |
$ | 67,354 | ||
The preliminary purchase price allocations for the 2025 acquisitions may be revised as additional information becomes available. Further adjustments may be recorded in future periods as purchase price adjustments are finalized.
A significant part of the goodwill recorded on the acquisitions can be attributed to the assembled workforce and the operating know-how of key personnel. However, no intangible assets qualified for separate recognition in this respect.
Goodwill recognized during 2025 is expected to be deductible for tax purposes.
On the statement of cash flows, included as part of cash used for acquisition and development of business were costs related to the acquisition of businesses, as well as the development of businesses which consisted
38
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
primarily of property, plant and equipment additions as well as development of brownfield and greenfield start-up locations that have not yet opened. Also included are investments in the growth of internalization of scanning and calibration services.
| 4. INVENTORY
|
||||||||
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Paint and materials |
$ | 26,787 | $ | 26,667 | ||||
| Work in process |
37,343 | 46,467 | ||||||
| Balance, end of period |
$ | 64,130 | $ | 73,134 | ||||
| 5. PROPERTY, PLANT AND EQUIPMENT
|
||||||||
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Balance, beginning of year |
$ | 529,673 | $ | 438,981 | ||||
| Acquired through business combination |
19,620 | 24,753 | ||||||
| Additions |
117,215 | 207,135 | ||||||
| Proceeds on disposal |
(34,011 | ) | (65,572 | ) | ||||
| Gain on disposal |
11 | 848 | ||||||
| Transfers from right of use assets |
284 | 295 | ||||||
| Depreciation |
(64,713 | ) | (75,498 | ) | ||||
| Foreign exchange |
583 | (1,269 | ) | |||||
| Balance, end of period |
$ | 568,662 | $ | 529,673 | ||||
Additions to property, plant and equipment for the nine months ended September 30, 2025 include equipment purchases and facility improvements for established locations; additions related to start-up locations of $46,045, consisting primarily of land, building and equipment; investments in the development of acquired businesses; and investments in the growth of scanning and calibration services.
For the nine months ended September 30, 2025, BGSI completed sale and leaseback transactions for 12 properties (year ended December 31, 2024 - 33 properties) for total proceeds of $33,181 (year ended December 31, 2024 - $64,854). The loss arising from sale and leaseback transactions during the nine months ended September 30, 2025 was $67 (year ended December 31, 2024 - gain of $1,153).
39
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 6. RIGHT OF USE ASSETS |
||||||||
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Balance, beginning of year |
$ | 668,101 | $ | 654,347 | ||||
| Acquired through business combinations |
14,684 | 20,098 | ||||||
| Additions and modifications |
87,011 | 121,462 | ||||||
| Depreciation |
(95,412 | ) | (123,512 | ) | ||||
| Transfers to property, plant and equipment |
(284 | ) | (295 | ) | ||||
| Foreign exchange |
1,608 | (3,999 | ) | |||||
| Balance, end of period |
$ | 675,708 | $ | 668,101 | ||||
| For the nine months ended September 30, 2025, BGSI completed sale and leaseback transactions for 12 properties (year ended December 31, 2024 - 33 properties) for total proceeds of $33,181 (year ended December 31, 2024 - $64,854). The loss arising from sale and leaseback transactions during the nine months ended September 30, 2025 was $67 (year ended December 31, 2024 - gain of $1,153). |
| |||||||
| 7. INTANGIBLE ASSETS |
||||||||
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Balance, beginning of year |
$ | 336,943 | $ | 342,781 | ||||
| Acquired through business combination |
20,430 | 20,962 | ||||||
| Additions |
6,912 | 4,029 | ||||||
| Amortization |
(20,604 | ) | (26,309 | ) | ||||
| Foreign exchange |
1,680 | (4,520 | ) | |||||
| Balance, end of period |
$ | 345,361 | $ | 336,943 | ||||
| 8. GOODWILL |
||||||||
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Balance, beginning of year |
$ | 643,864 | $ | 633,986 | ||||
| Acquired through business combination |
26,711 | 17,721 | ||||||
| Foreign exchange |
2,991 | (7,843 | ) | |||||
| Balance, end of period |
$ | 673,566 | $ | 643,864 | ||||
40
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 9. | OTHER LONG TERM ASSETS |
Other long term assets consist primarily of rent deposits in the amount of $4,211 (2024 - $4,051) and an investment of $8,000 (2024 - $8,000) to support the growth of the glass business. The investment which was previously recorded as an asset at its fair value is now being accounted for using the equity method of accounting beginning September 14, 2025.
| 10. | DIVIDENDS |
The Company’s Directors have discretion in declaring dividends. The Company declares and pays dividends from its available cash from operations taking into account current and future performance amounts necessary for principal and interest payments on debt obligations, amounts required for maintenance capital expenditures and amounts allocated to reserves.
The Company declared dividends of C$0.153 per share in each of the first, second and third quarters of 2025 (2024 - C$0.150).
The following is the balance of dividends payable:
| As at | September 30, | December 31, | ||||||||
| 2025 | 2024 | |||||||||
| Balance, beginning of period |
$ | 2,283 | $ | 2,435 | ||||||
| Declared |
7,052 | 9,414 | ||||||||
| Payments |
(7,018 | ) | (9,445 | ) | ||||||
| Foreign exchange |
42 | (121 | ) | |||||||
| Balance, end of period |
$ | 2,359 | $ | 2,283 | ||||||
| Dividends to shareholders were declared and paid as follows: |
||||||
| Record date | Payment date | Dividend amount | ||||
| March 31, 2025 |
April 28, 2025 |
$ | 2,287 | |||
| June 30, 2025 |
July 29, 2025 |
2,390 | ||||
| September 30, 2025 |
October 29, 2025 |
2,375 | ||||
| $ | 7,052 | |||||
| Record date | Payment date | Dividend amount | ||||
| March 31, 2024 |
April 26, 2024 |
$ | 2,379 | |||
| June 30, 2024 |
July 29, 2024 |
2,350 | ||||
| September 30, 2024 |
October 29, 2024 |
2,377 | ||||
| $ | 7,106 | |||||
41
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 11. | LONG-TERM DEBT |
On August 20, 2025, the Company entered into a fifth amended and restated credit agreement to extend the revolving credit facilities in the aggregate amount of $575,000 for a five-year term, with an accordion feature which can increase the credit facilities to a maximum of $875,000 (the “Facilities”). The Facilities will mature in August 2030. The $125,000 Term Loan A maturing in March 2027 remains unchanged.
Long-term debt is comprised of the following:
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Revolving credit & swing line facilities (net of financing costs) |
$ | 253,764 | $ | 369,333 | ||||
| Term Loan A (net of financing costs) |
124,920 | 124,882 | ||||||
| Seller notes |
10,174 | 13,068 | ||||||
| $ | 388,858 | $ | 507,283 | |||||
| Current portion |
8,567 | 8,994 | ||||||
| $ | 380,291 | $ | 498,289 | |||||
| The following is the continuity of long-term debt: |
||||||||
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Balance, beginning of period |
$ | 507,283 | $ | 421,705 | ||||
| Consideration on acquisition |
4,617 | 3,517 | ||||||
| Draws |
302,084 | 365,994 | ||||||
| Repayments |
(424,594 | ) | (283,790 | ) | ||||
| Deferred financing costs |
(741 | ) | (829 | ) | ||||
| Amortization of deferred financing costs |
215 | 656 | ||||||
| Foreign exchange |
(6 | ) | 30 | |||||
| Balance, end of period |
$ | 388,858 | $ | 507,283 | ||||
Included in finance costs for the three and nine months ended September 30, 2025 is interest on long-term debt of $7,681 and $21,783 respectively (2024 - $7,836 and $21,551 respectively).
42
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 12. | SENIOR UNSECURED NOTES |
On September 4, 2025, the Company announced the completion of the private placement offering of C$275,000 principal amount of senior unsecured notes (the “Notes”) due 2033. The Notes bear interest at an annual rate of 5.75% payable semi-annually in arrears on March 4 and September 4, commencing on March 4, 2026. The net proceeds of the offering was used to repay the Company’s existing indebtedness.
At any time prior to September 4, 2028, the Company, may on any one or more occasions, redeem (a) up to 40% of the aggregate principal amount of the Notes issued, under certain conditions, at a redemption price equal to 105.75% of the principal or; (b) all or any part of the Notes, at a redemption price equal to 100% of the aggregate principal amount plus an applicable premium.
At any time on or after September 4, 2028, the Company may redeem all or part of the Notes at a redemption price, expressed as percentages of principal amount, equal to 102.875% in 2028, 101.438% in 2029 and 100% in 2030 and thereafter.
On September 4, 2025, the optional redemption right was recognized as an embedded derivative asset with a fair value of $3,203. A fair market value gain of $88 was recognized in the statement of earnings during the period ended September 30, 2025.
| As at | September 30, | December 31, | ||||||
| 2025 | 2024 | |||||||
| Face value |
$ | 198,797 | $ | — | ||||
| Deferred financing costs |
(4,230 | ) | — | |||||
| Optional redemption |
3,203 | — | ||||||
| Foreign exchange |
(1,258 | ) | — | |||||
| Net Book Value |
$ | 196,512 | $ | — | ||||
43
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 13. | LEASE LIABILITIES |
The following is the continuity of lease liabilities:
| As at | September 30, 2025 |
December 31, 2024 |
||||||
| Balance, beginning of period |
$ | 744,295 | $ | 715,277 | ||||
| Assumed on acquisition |
14,684 | 20,098 | ||||||
| Additions and modifications |
87,046 | 122,761 | ||||||
| Repayments |
(120,218 | ) | (149,656 | ) | ||||
| Financing costs |
33,204 | 40,485 | ||||||
| Foreign exchange |
1,877 | (4,670 | ) | |||||
| Balance, end of period |
$ | 760,888 | $ | 744,295 | ||||
| Current portion |
120,807 | 116,849 | ||||||
| $ | 640,081 | $ | 627,446 | |||||
Lease expenses are presented in the consolidated statement of earnings as follows:
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses |
$ | 3,522 | $ | 1,953 | $ | 9,400 | $ | 6,376 | ||||||||
| Depreciation of right of use assets |
31,998 | 31,330 | 95,412 | 92,087 | ||||||||||||
| Finance costs |
11,187 | 10,524 | 33,204 | 30,215 | ||||||||||||
44
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 14. | FINANCIAL INSTRUMENTS |
Carrying value and estimated fair value of financial instruments
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Classification | Fair value hierarchy |
Carrying amount |
Fair value | Carrying amount |
Fair value | |||||||||||||||||
| Financial assets |
||||||||||||||||||||||
| Cash |
Amortized cost | n/a | $ | 64,320 | $ | 64,320 | $ | 19,997 | $ | 19,997 | ||||||||||||
| Accounts receivable |
Amortized cost | n/a | 134,924 | 134,924 | 120,616 | 120,616 | ||||||||||||||||
| Long-term asset |
FVTPL (1) | 3 | — | — | 8,000 | 8,000 | ||||||||||||||||
| Optional redemption |
FVTPL (1) | 2 | 3,270 | 3,270 | — | — | ||||||||||||||||
| Cross-currency swap |
FVOCI (2) | 2 | 1,073 | 1,073 | — | — | ||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||
| Accounts payable and accrued liabilities |
Amortized cost | n/a | 337,019 | 337,019 | 306,942 | 306,942 | ||||||||||||||||
| Dividends payable |
Amortized cost | n/a | 2,359 | 2,359 | 2,283 | 2,283 | ||||||||||||||||
| Long-term debt |
Amortized cost | n/a | 388,858 | 384,646 | 507,283 | 499,427 | ||||||||||||||||
| Senior unsecured notes |
Amortized cost | n/a | 196,512 | 201,483 | — | — | ||||||||||||||||
| (1) | Fair Value Through Profit or Loss |
| (2) | Fair Value Through Other Comprehensive Income |
For the Company’s current financial assets and liabilities, including accounts receivable, accounts payable, accrued liabilities and dividends payable, which are short term in nature and subject to normal trade terms, the carrying values approximate their fair value. The fair value of BGSI’s long-term debt has been determined by calculating the present value of the interest rate spread that exists between the actual Term Loan A and the rate that would be negotiated with the economic conditions at the reporting date. The fair value of senior unsecured notes was based on the current market price a buyer is willing to pay for a high yield bond at the reporting date. The fair value of the optional redemption was calculated using Hull-White model and discounted cash flow. The long-term asset is now accounted using equity method of accounting.
During the third quarter of 2025, the Company entered into a cross-currency swap to hedge cash flow variability from foreign currency. The swap exchanges CAD interest and principal payments for USD equivalents. On the effective date of September 4, 2025, C$275,000 was swapped for $198,656, maturing on September 4, 2033. The fair value of the swap was an asset of $1,073 (2024 - $nil), calculated using discounted cash flows for each currency leg.
45
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
Collateral
The Company’s syndicated loan facility is collateralized by a General Security Agreement. The carrying amount of the financial assets pledged as collateral for this facility at September 30, 2025 was approximately $199,244 (December 31, 2024 - $140,613).
| 15. | SEASONALITY |
BGSI’s financial results for any individual quarter are not necessarily indicative of results to be expected for the full year. Interim period revenues, operating expenses and earnings are typically sensitive to regional and local weather, market conditions, and in particular, to cyclical variations in economic activity and market demand.
| 16. | SEGMENTED REPORTING |
BGSI has one reportable line of business, being automotive collision repair and related services, with all revenues relating to a group of similar services. In this circumstance, IFRS Accounting Standards requires BGSI to provide geographical disclosure. For the periods reported, all of BGSI’s revenues were derived within Canada or the United States of America. Reportable assets include property, plant and equipment, right of use assets, goodwill and intangible assets which are all located within these two geographic areas.
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues |
||||||||||||||||
| Canada |
$ | 58,967 | $ | 59,327 | $ | 183,860 | $ | 185,545 | ||||||||
| United States |
731,243 | 692,966 | 2,165,080 | 2,132,458 | ||||||||||||
| $ | 790,210 | $ | 752,293 | $ | 2,348,940 | $ | 2,318,003 | |||||||||
| Reportable Assets
As at |
|
September 30, 2025 |
|
|
December 31, 2024 |
| ||||||||||
| Canada |
$ | 208,606 | $ | 199,299 | ||||||||||||
| United States |
2,054,691 | 1,979,282 | ||||||||||||||
| $ | 2,263,297 | $ | 2,178,581 | |||||||||||||
46
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 17. | EARNINGS PER SHARE |
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||
| Basic weighted average number of shares |
21,467,917 | 21,472,587 | 21,467,770 | 21,472,357 | ||||||||||||
| Add: |
||||||||||||||||
| Stock option plan |
2,773 | 3,407 | 2,813 | 5,937 | ||||||||||||
| Share-based payment plan |
34,208 | — | 34,265 | — | ||||||||||||
| Average number of shares outstanding - diluted basis |
21,504,898 | 21,475,994 | 21,504,848 | 21,478,294 | ||||||||||||
| Basic earnings per share |
$ | 0.51 | $ | 0.13 | $ | 0.63 | $ | 1.03 | ||||||||
| Diluted earnings per share |
$ | 0.50 | $ | 0.13 | $ | 0.63 | $ | 1.03 | ||||||||
For the three and nine months ended September 30, 2025, the impact of the stock options issued in 2022 were included in the diluted average number of shares outstanding. The stock options issued in 2021, 2023, 2024 and 2025 could have potentially diluted the basic earnings per share, but their impact was anti-dilutive during these periods.
For the three months ended September 30, 2024, the impact of the stock options issued in 2021 and 2022 were included in the diluted average number of shares outstanding. The stock options issued in 2023 and 2024 could have potentially diluted the basic earnings per share, but their impact was anti-dilutive during these periods.
For the nine months ended September 30, 2024, the impact of the stock options issued in 2021, 2022 and 2023 were included in the diluted average number of shares outstanding. The stock options issued in 2024 could have potentially diluted the basic earnings per share, but their impact was anti-dilutive during these periods.
During the first quarter of 2025, Boyd cancelled 5,784 shares pursuant to the Plan of Arrangement involving the conversion of Boyd Group Income Fund to Boyd Group Services Inc., which was effective January 1, 2020. Any shares that were not deposited by December 31, 2024 ceased to represent a right or claim of any kind or nature and have been cancelled.
47
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
| 18. | STOCK OPTION PLAN |
During the first quarter of 2021, the Company instituted a stock option plan for senior management, which was approved by shareholders on May 12, 2021. The Company’s stock option plan allows for the granting of options up to an amount of 250,000 Common shares under this plan. Each tranche of the options vests equally over two, three, four and five year periods. The term of an option shall be determined and approved by the People, Culture and Compensation Committee; provided that the term shall be no longer than ten years from the grant date.
The information on the outstanding options are as follows:
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number | Weighted average exercise price (C$) |
Number | Weighted average exercise price (C$) |
|||||||||||||
| Balance at the beginning of period |
88,596 | $ | 217.71 | 70,165 | $ | 219.37 | ||||||||||
| Granted during the period |
— | — | 1,177 | 230.49 | ||||||||||||
| Forfeited during the period |
(1,800 | ) | 227.16 | (1,710 | ) | 217.11 | ||||||||||
| Expired during the period |
(197 | ) | 216.47 | — | — | |||||||||||
| Exercised during the period |
(214 | ) | 172.95 | (234 | ) | 198.47 | ||||||||||
| Balance at the end of period |
86,385 | $ | 217.63 | 69,398 | $ | 219.68 | ||||||||||
| Exercisable at the end of the period |
18,842 | $ | 198.40 | 8,466 | $ | 195.57 | ||||||||||
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Number | Weighted average exercise price (C$) |
Number | Weighted average exercise price (C$) |
|||||||||||||
| Balance at the beginning of period |
67,762 | $ | 219.84 | 54,559 | $ | 198.78 | ||||||||||
| Granted during the period |
29,380 | 211.27 | 18,269 | 282.26 | ||||||||||||
| Forfeited during the period |
(9,480 | ) | 217.24 | (3,014 | ) | 222.35 | ||||||||||
| Expired during the period |
(197 | ) | 216.47 | — | — | |||||||||||
| Exercised during the period |
(1,080 | ) | 187.17 | (416 | ) | 207.54 | ||||||||||
| Balance at the end of period |
86,385 | $ | 217.63 | 69,398 | $ | 219.68 | ||||||||||
| Exercisable at the end of the period |
18,842 | $ | 198.40 | 8,466 | $ | 195.57 | ||||||||||
48
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2025 was $69.51 per option (2024 - $97.75). The fair value of each option granted was determined using a Black-Scholes option pricing model. The option valuation was based on the following assumptions:
| 2025 | 2024 | |||||||||||
| Risk-free interest rate |
2.84 | % | 3.61 | % | ||||||||
| Expected life (years) |
5.5 | 5.5 | ||||||||||
| Expected stock price volatility |
30.73 | % | 30.68 | % | ||||||||
| Expected dividend yield |
0.259 | % | 0.193 | % | ||||||||
| 19. | CHANGES IN NON-CASH OPERATING WORKING CAPITAL ITEMS |
| Three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable |
$ | 4,289 | $ | (497 | ) | |||
| Inventory |
2,679 | (3,915 | ) | |||||
| Prepaid expenses |
(9,145 | ) | (6,921 | ) | ||||
| Accounts payable and accrued liabilities |
9,053 | 4,999 | ||||||
| Income taxes, net |
(7,116 | ) | (2,645 | ) | ||||
| $ | (240 | ) | $ | (8,979 | ) | |||
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable |
$ | (13,662 | ) | $ | 4,146 | |||
| Inventory |
9,857 | 12,375 | ||||||
| Prepaid expenses |
(6,282 | ) | (4,776 | ) | ||||
| Accounts payable and accrued liabilities |
27,690 | (16,127 | ) | |||||
| Income taxes, net |
948 | (6,903 | ) | |||||
| $ | 18,551 | $ | (11,285 | ) | ||||
| 20. | SUBSEQUENT EVENTS |
On October 29, 2025, the Company announced that it has entered into a definitive agreement to acquire Joe Hudson’s Collision Center from TSG Consumer Partners LP for $1,300,000, expanding the Company’s footprint by 258 collision locations across the U.S. Southeast. The acquisition is expected to close in the fourth quarter of 2025.
On October 29, 2025, BGSI announced that it has entered into a bought deal agreement, pursuant to which the underwriters have agreed to purchase, 5.53 million common shares of BGSI at a price of $141.00 per share, for gross proceeds of approximately $780, 000. On November 4, 2025, the Company announced the closing of this
49
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(thousands of U.S. dollars, except share and per share amounts)
offering with a total of 6.36 million common shares issued, including 829,800 common shares following the exercise in full by the underwriters of their option to purchase additional common shares, for gross proceeds of approximately $897,000. The common shares were offered to the public in Canada and the United States, representing BGSI’s initial public offering in the United States.
On October 30, 2025, the Company announced that it has entered into an underwriting agreement to sell C$525,000 principal amount of senior unsecured notes due 2030 pursuant to a private placement offering, with an interest rate of 5.5% per annum, payable semi-annually in arrears on November 6 and May 6, commencing on May 6, 2026. This offering closed on November 6, 2025.
50
Exhibit 99.2
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Brian Kaner, Chief Executive Officer, Boyd Group Services Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and MD&A (together, the “interim filings”) of Boyd Group Services Inc. (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
| a. | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| i. | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| ii. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| b. | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework), published by The Committee of Sponsoring Organizations of the Treadway Commission. |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 12, 2025
(signed)
Brian Kaner
President & Chief Executive Officer
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Jeff Murray, Chief Financial Officer, Boyd Group Services Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and MD&A (together, the “interim filings”) of Boyd Group Services Inc. (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
| a. | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| i. | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| ii. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| b. | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework), published by The Committee of Sponsoring Organizations of the Treadway Commission. |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 12, 2025
(signed)
Jeff Murray
Executive Vice President & Chief Financial Officer
Exhibit 99.4
NEWS RELEASE
Boyd Group Services Inc. Reports Third Quarter 2025 Results
- Boyd Delivers Positive Same-Store Sales Growth, Margin Improvement and
Strengthens Business with Announced Joe Hudson’s Acquisition and NYSE Listing
Winnipeg, Manitoba – November 12, 2025 – Boyd Group Services Inc. (TSX: BYD; NYSE: BGSI) (“BGSI”, “the Boyd Group”, “Boyd” or “the Company”) today announced the results for the three and nine month periods ended September 30, 2025. The Boyd Group’s third quarter 2025 financial statements and MD&A have been filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). This news release is not in any way a substitute for reading Boyd’s financial statements, including notes to the financial statements, and Boyd’s Management’s Discussion & Analysis.
Results and Highlights for the Third Quarter Ended September 30, 2025:
| • | Sales increased by 5.0% to $790.2 million from $752.3 million in the same period of 2024 with same-store sales1 increasing 2.4%, and $22.2 million in sales coming from new locations. The third quarter of 2025 recognized the same number of selling and production days when compared to the same period of 2024 |
| • | Gross Profit increased by 6.5% to $365.9 million or 46.3% of sales from $343.6 million or 45.7% of sales in the same period in 2024 |
| • | Adjusted EBITDA1 increased 22.8% to $98.4 million, compared with Adjusted EBITDA of $80.1 million in the same period in 2024, while Adjusted EBITDA margin1 increased to 12.4% of sales from 10.7% of sales in the same period of 2024 |
| • | Adjusted net earnings1 increased to $13.3 million, compared with $3.2 million in the same period of 2024 and adjusted net earnings per share1 increased to $0.62, compared with $0.15 in the same period of 2024. Prior to the adjustments for acquisition and transformational cost initiatives, Boyd posted net earnings of $10.8 million, compared with $2.9 million in the same period of 2024 and net earnings per share of $0.51, compared with $0.13 in the same period of 2024 |
| • | Debt, net of cash before lease liabilities increased from $505.8 million at June 30, 2025 to $521.0 million at September 30, 2025 |
| • | Completed a C$275 million unsecured note offering, used to repay existing indebtedness |
| • | Declared third quarter dividend in the amount of C$0.153 per share |
| • | Surpassed the 1,000th location milestone during the third quarter |
| • | Added 24 collision repair locations, including 17 through acquisition and seven start-up locations. The acquired locations include the acquisition of L&M Body Shop, a multi-shop operator with eight locations, one of which is an intake center |
Subsequent to Quarter End
| • | Announced a definitive agreement to purchase Joe Hudson’s Collision Center for $1.3 billion. The acquisition is expected to close in Q4 2025 and add 258 locations concentrated in the US Southeast |
| • | Completed a $897 million bought deal initial public offering in the U.S. and a C$525 million senior unsecured note offering, which secures financing for the Joe Hudson’s Collision Center acquisition |
| • | Boyd Group Services Inc. shares began trading on the New York Stock Exchange under symbol “BGSI” |
| • | Opened two new start-up locations and acquired six locations, including a five location multi-store operator in Nova Scotia, Canada, which marks the entrance into a new province for Boyd |
| • | Announced a dividend increase of 2.0% to $0.624 per share annualized from $0.612 per share annualized |
| 1 | Same-store sales, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net earnings and Adjusted net earnings per share are non-GAAP financial measures and ratios and are not standardized financial measures under International Financial Reporting Standards and might not be comparable to similar financial measures disclosed by other issuers. For additional details, including a reconciliation of each non-GAAP financial measure to its nearest GAAP equivalent, please see ”Non-GAAP financial measures and ratios” section of this news release. |
“Since the beginning of the third quarter, Boyd has experienced a transformative period defined by significant achievement and growth”, commented Mr. Brian Kaner, President and CEO of Boyd Group. “We signed a definitive agreement to acquire Joe Hudson’s Collision Center, a leading collision repair operator in the US Southeast, successfully completed a $897 million bought-deal initial public offering concurrent with a listing on the New York Stock Exchange, and achieved a return to positive same-store sales, all while making meaningful progress on our margin improvement initiatives. Together, these milestones represent an exciting chapter of growth, strength and opportunity for Boyd.”
“During the third quarter, we generated 2.4% same-store sales growth and added 24 new locations to our collision platform. These additions included 17 acquired shops, along with seven newly opened start-up locations. Our positive top-line performance was complemented by continued successful execution of our Project 360 cost transformation plan, resulting in 22.8% growth in Adjusted EBITDA for the quarter. Adjusted EBITDA margins increased by 170 basis points year-over-year, reaching 12.4% for the third quarter ended September 30, 2025, driven by both gross margin expansion and positive operating leverage”, continued Mr. Kaner.
“In addition to these strong results, our announced acquisition of Joe Hudson’s in October marks a particularly exciting milestone. Over the past several years, we have been patient and disciplined in waiting for the right complementary multi-shop operator (MSO) to acquire, one that fits strategically and at the right valuation. Joe Hudson’s meets both criteria. It is a company we have long admired for its strong operational performance, concentrated footprint in the U.S. Southeast, and strategic alignment with Boyd’s business. This acquisition enhances our scale, accelerates our growth, and solidifies Boyd’s position as one of the leading players in the highly fragmented North American collision repair industry. We expect the acquisition to close late in the fourth quarter of 2025, subject to customary closing conditions and regulatory requirements.”
“I want to thank the entire Boyd team for their hard work and dedication in achieving these milestones. Their commitment and collaboration continue to drive our success and position Boyd for continued growth and value creation in the years ahead,” concluded Mr. Kaner.
| Three months ended | Nine months ended | |||||||||||||||||||||||
| Results of Operations | September 30, | September 30, | ||||||||||||||||||||||
| (thousands of U.S. dollars, except per share amounts) | 2025 | % change | 2024 | 2025 | % change | 2024 | ||||||||||||||||||
| Sales – Total |
790,210 | 5.0 | 752,293 | 2,348,940 | 1.3 | 2,318,003 | ||||||||||||||||||
| Same-store sales – Total |
||||||||||||||||||||||||
| (excluding foreign exchange)(1) |
767,628 | 2.4 | 749,324 | 2,264,090 | (0.9 | ) | 2,285,062 | |||||||||||||||||
| Gross margin % |
46.3 % | 1.3 | 45.7 % | 46.4 % | 2.2 | 45.4 % | ||||||||||||||||||
| Operating expense % |
33.9 % | (3.1 | ) | 35.0 % | 34.8 % | 0.9 | 34.5 % | |||||||||||||||||
| Adjusted EBITDA margin (1)% |
12.4 % | 15.9 | 10.7 % | 11.6 % | 7.4 | 10.8 % | ||||||||||||||||||
| Adjusted EBITDA (1) |
98,366 | 22.8 | 80,128 | 272,697 | 8.5 | 251,411 | ||||||||||||||||||
| Acquisition and cost transformation initiatives |
3,428 | 120.0 | 1,558 | 17,201 | 281.8 | 4,505 | ||||||||||||||||||
| Depreciation and amortization |
61,373 | 6.3 | 57,731 | 180,729 | 8.8 | 166,173 | ||||||||||||||||||
| Fair value adjustments |
(88) | N/A | (801) | (87) | N/A | (808) | ||||||||||||||||||
| Finance costs |
18,751 | 3.0 | 18,199 | 54,606 | 6.0 | 51,531 | ||||||||||||||||||
| Income tax expense |
4,057 | 643.0 | 546 | 6,618 | (16.3 | ) | 7,908 | |||||||||||||||||
| Adjusted net earnings (1) |
13,294 | 309.4 | 3,247 | 26,272 | 6.7 | 24,628 | ||||||||||||||||||
| Adjusted net earnings per share (1) |
0.62 | 313.3 | 0.15 | 1.22 | 6.1 | 1.15 | ||||||||||||||||||
| Net earnings |
10,845 | 274.6 | 2,895 | 13,630 | (38.3 | ) | 22,102 | |||||||||||||||||
| Basic earnings per share |
0.51 | 292.3 | 0.13 | 0.63 | (38.8 | ) | 1.03 | |||||||||||||||||
| Diluted earnings per share |
0.50 | 284.6 | 0.13 | 0.63 | (38.8 | ) | 1.03 | |||||||||||||||||
| 1. | Same-store sales, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net earnings and Adjusted net earnings per share are non-GAAP financial measures. Please see ”Non-GAAP Financial Measures and Ratios” section of this news release. |
Outlook
The improvements in our business that began late in the second quarter of 2025 gained further traction in the third quarter and have continued to show strength in the early part of the fourth quarter. During the third quarter, same-store sales increased by 2.4%, with Boyd continuing to outperform the industry. Based on third quarter claims processing platform data, the Company estimates that repairable claims volume was down in the range of 3-5%. This represents a notable improvement from both the second quarter of 2025, which experienced an estimated decline of 6-8%, and the first quarter of 2025, during which repairable claims were down an estimated 9-10%.
Over the past year, Boyd has seen an improvement in several headwinds that have been negatively impacting repairable claims. These include a moderation in insurance premium increases, which are now back in-line with historical levels, as well as a return to growth in used vehicle prices. These trends, combined with the return to positive same-store sales in the third quarter, support the Company’s view that industry conditions are normalizing. While it remains early in the fourth quarter, same-store sales for October continued to show positive growth, delivering further improvement compared to the third quarter, falling within the range outlined in our five year plan.
The Company continues to execute on its Project 360 cost transformation plan. With over $30 million in annualized run-rate cost savings achieved to date, we are on track to reach $70 million in total annualized run-rate cost
savings by the end of 2026, with the full $100 million expected to be realized by the end of 2029. Future savings are expected to include additional direct and indirect procurement savings as we focus on a more centralized approach to purchasing in order to fully leverage Boyd’s scale.
Boyd’s outlook for new location growth remains positive and unchanged following the Joe Hudson’s Collision Center acquisition announcement. The Company has successfully established a foundation that enables the opening of an average of approximately eight to ten new start-up locations per quarter. In the fourth quarter of 2025, Boyd expects to open 13 new start-up locations, with an additional 18 locations currently in development through the end of September 30, 2026. Start-up location development will be complemented by acquisitions, including single shop and small MSO acquisitions.
The recently announced definitive agreement to acquire Joe Hudson’s Collision Center is expected to add 258 locations to Boyd’s network, with a concentrated presence in the US Southeast. Given the complementary nature of Boyd and Joe Hudson’s operations, the integration is expected to deliver meaningful synergies that will benefit both businesses. These include procurement savings, both direct and indirect, as well as operational efficiency improvements arising from our enhanced density. Total synergies are projected to range between $35-$45 million, with approximately 50% anticipated in the near term and the balance by 2028. The transaction is expected to close in Q4 2025 subject to customary closing conditions and regulatory requirements.
With a return to positive same-store sales, strengthening industry fundamentals, a strong pipeline of new location growth, continued margin expansion efforts, and the pending acquisition Joe Hudson’s, Boyd remains well positioned to deliver sustained growth and value creation in the years ahead.
2025 Third Quarter Conference Call & Webcast
As previously announced, management will hold a conference call on Wednesday, November 12, 2025, at 10:00 a.m. (ET) to review the Company’s 2025 third quarter results. You can join the call by dialing 888-699-1199 or 416-945-7677. To join the conference call without operator assistance, you may register and enter your phone number at https://emportal.ink/4nGyKp0 to receive an instant automated call back. A live audio webcast of the conference call will be available through www.boydgroup.com. An archived replay of the webcast will be available for 90 days. A taped replay of the conference call will also be available until Wednesday, November 19, 2025, at midnight by calling 888-660-6345 or 289-819-1450, replay entry code 73824#.
About Boyd Group Services Inc.
Boyd Group Services Inc. is a Canadian corporation and controls The Boyd Group Inc. and its subsidiaries. Boyd Group Services Inc. shares trade on the Toronto Stock Exchange (TSX) under the symbol BYD.TO and the New York Stock Exchange (NYSE) under the symbol BGSI. For more information on The Boyd Group Inc. or Boyd Group Services Inc., please visit our website at https://www.boydgroup.com.
About The Boyd Group Inc.
The Boyd Group Inc. (the “Company”) is one of the largest operators of non-franchised collision repair centres in North America in terms of number of locations and sales. The Company operates locations in Canada under the trade names Boyd Autobody & Glass (https://www.boydautobody.com) and Assured Automotive (https:// www.assuredauto.ca) as well as in the U.S. under the trade name Gerber Collision & Glass (https:// www.gerbercollision.com). In addition, the Company is a major retail auto glass operator in the U.S. with operations under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. The Company also operates a third party administrator, Gerber National Claims Services (“GNCS”), that offers glass, emergency roadside and first notice of loss services. The Company also operates a Mobile Auto Solutions (“MAS”) service that offers scanning and calibration services. For more information on The Boyd Group Inc. or Boyd Group Services Inc., please visit our website at (https:// www.boydgroup.com).
Non-GAAP Financial Measures and Ratios
This press release refers to certain non-GAAP financial measures and ratios of Boyd, such as same-store sales, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net earnings and Adjusted net earnings per share, which are not standardized measures under International Financial Reporting Standards. Boyd’s management uses certain non-GAAP financial measures to evaluate the performance of the business and to reward employees. These non-GAAP financial measures should not be a substitute for, or superior to net earnings or sales in measuring the performance of BGSI.
Forward-looking metrics such as expected synergies are based on certain assumptions and estimates that are subject to change. These forward-looking measures should not be considered guidance or guarantees of future performance.
The following is a reconciliation of BGSI’s non-GAAP financial measures and ratios:
ADJUSTED EBITDA
Standardized EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are measures commonly reported and widely used by investors and lending institutions as an indicator of a company’s operating performance and ability to incur and service debt, and as a valuation metric. They are also key measures that management uses to evaluate performance of the business and to reward its employees. While EBITDA is used to assist in evaluating the operating performance and debt servicing ability of BGSI, investors are cautioned that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as reported by BGSI may not be comparable in all instances to EBITDA as reported by other companies.
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||
| Add: |
||||||||||||||||
| Finance costs |
18,751 | 18,199 | 54,606 | 51,531 | ||||||||||||
| Income tax expense |
4,057 | 546 | 6,618 | 7,908 | ||||||||||||
| Depreciation of property, plant and equipment |
22,319 | 20,289 | 64,713 | 54,591 | ||||||||||||
| Depreciation of right of use assets |
31,998 | 31,330 | 95,412 | 92,087 | ||||||||||||
|
Amortization of intangible assets |
7,056 | 6,112 | 20,604 | 19,495 | ||||||||||||
|
Standardized EBITDA |
$ | 95,026 | $ | 79,371 | $ | 255,583 | $ | 247,714 | ||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments |
(88 | ) | (801 | ) | (87 | ) | (808 | ) | ||||||||
|
Acquisition and transformational cost initiatives |
3,428 | 1,558 | 17,201 | 4,505 | ||||||||||||
|
Adjusted EBITDA |
$ | 98,366 | $ | 80,128 | $ | 272,697 | $ | 251,411 | ||||||||
| Sales |
$ | 790,210 | $ | 752,293 | $ | 2,348,940 | $ | 2,318,003 | ||||||||
|
Adjusted EBITDA margin (%) |
12.4% | 10.7% | 11.6% | 10.8% | ||||||||||||
ADJUSTED NET EARNINGS
BGSI believes that certain users of financial statements are interested in understanding net earnings excluding certain fair value adjustments and other items of an unusual or infrequent nature that do not reflect normal or ongoing operations of the Company. This can assist these users in comparing current results to historical results that did not include such items.
| (thousands of U.S. dollars, except share and per | Three months ended | Nine months ended | ||||||||||||||
| share amounts) | September 30, | September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net earnings |
$ | 10,845 | $ | 2,895 | $ | 13,630 | $ | 22,102 | ||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments (non-taxable) |
(88 | ) | (801 | ) | (87 | ) | (808 | ) | ||||||||
| Acquisition and transformational cost initiatives (net of tax) |
2,537 | 1,153 | 12,729 | 3,334 | ||||||||||||
|
Adjusted net earnings |
$ | 13,294 | $ | 3,247 | $ | 26,272 | $ | 24,628 | ||||||||
|
Weighted average number of shares |
21,467,917 | 21,472,587 | 21,467,770 | 21,472,357 | ||||||||||||
|
Adjusted net earnings per share |
$ | 0.62 | $ | 0.15 | $ | 1.22 | $ | 1.15 | ||||||||
SAME-STORE SALES
Same-store sales is a non-GAAP measure that includes only those locations in operation for the full comparative period. Same-store sales is presented excluding the impact of foreign exchange fluctuation on the current period.
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Sales |
$ | 790,210 | $ | 752,293 | $ | 2,348,940 | $ | 2,318,003 | ||||||||
| Less: |
||||||||||||||||
| Sales from locations not in the comparative period |
(23,172 | ) | (997 | ) | (89,474 | ) | (24,325 | ) | ||||||||
| Sales from under-performing facilities closed during the period |
— | (1,972 | ) | (632 | ) | (8,616 | ) | |||||||||
|
Foreign exchange |
590 | — | 5,256 | — | ||||||||||||
|
Same-store sales (excluding foreign exchange) |
$ | 767,628 | $ | 749,324 | $ | 2,264,090 | $ | 2,285,062 | ||||||||
For further information, please contact:
Investor Relations
Boyd Group Services
ir@boydgroup.com
Caution concerning forward-looking statements
Statements made in this press release, other than those concerning historical information, may be “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws of the U.S. and Canada, respectively (collectively, “forward-looking statements”) and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words such as “may”, “will”, “anticipate”, “estimate”, “expect”, “intend”, “continue”, “will”, “project”, “target”, “plan”, “goal” or the negative thereof or similar variations.
The forward-looking statements in this press release include, without limitation, statements regarding: Boyd’s outlook and expectations regarding performance relative to industry peers; trends and industry conditions; run-rate cost savings plans, the timing of realization thereof, and areas from which cost savings will be derived; outlook for new location growth; the completion of the proposed acquisition of Joe Hudson’s Collision Center and expectations regarding timing for the same and potential strategic and financial benefits thereof; expectations that the acquisition of Joe Hudson’s Collision Center will deliver meaningful synergies, timing of realization thereof, and the areas from which synergies will be derived; and the Company’s ability to deliver sustained growth and value creation.
Forward-looking statements are subject to significant risks and uncertainties and are based on a number of assumptions and estimates. Forward-looking statements are based on certain assumptions and analyses made by Boyd concerning its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate. A number of factors could cause actual results, performance or achievement to differ materially from those discussed or implied in the forward-looking statements. Specific risks and uncertainties related to the proposed acquisition of Joe Hudson’s Collision Center include, but are not limited to: risk that the proposed acquisition will not be completed on the anticipated terms and timing or at all, including risks relating to the satisfaction of the conditions thereto and Boyd’s ability to obtain regulatory approvals on favourable terms; failure to realize the anticipated benefits or synergies of the acquisition; challenges or delays in achieving synergies and in integrating the acquired business into Boyd’s operations; the possibility of unexpected material liabilities, disputes or contingencies related to the acquisition; risks associated with historical financial information of the acquired business; the diversion of management time and attention on the acquisition; the impact of costs in connection with the acquisition and integration of the acquired business into the Boyd’s operations; risks associated with incurring additional debt to finance the acquisition; and retention of customers and employees of the acquired business. Other risks and uncertainties related to Boyd’s business include, but are not limited to, risks and uncertainties relating to: a decline in number of insurance claims; employee relations and staffing; acquisition and new location risk; operational performance; brand management and reputation; market environment change; reliance on technology; supply chain risk; margin pressure and sales mix changes; economic downturn; changes in client relationships; environmental, health and safety risk; climate change and weather conditions; pandemic risk; competition; access to capital; dependence on key personnel; tax position risk; corporate governance; increased government regulation and tax risk; fluctuations in operating results and seasonality; risk of litigation; execution on new strategies; insurance risk; interest rates; U.S. health care costs and workers compensation claims; foreign currency risk; capital expenditures; low capture rates; and energy costs and Boyd’s success in anticipating and managing the foregoing risks.
We caution that the foregoing list of factors is not exhaustive and that when reviewing our forward-looking statements, investors and others should refer to the “Risk Factors” section of Boyd’s Annual Information Form, the “Risks and Uncertainties” and other sections of our Management’s Discussion and Analysis of Operating Results and Financial Position and our other periodic filings with Canadian securities regulatory authorities and the SEC from time to time, available at www.sedarplus.com and www.sec.gov. All forward-looking statements presented
herein should be considered in conjunction with such filings. Readers are cautioned not to place undue reliance on such forward-looking statements, as actual results may differ materially from those expressed or implied in such statements.
The forward-looking statements in this press release reflect the Boyd’s current expectations, assumptions and/or beliefs based on information currently available, including with respect to such things as conditions in the collision and auto glass repair business, including weather, accident frequency, cost of repair, miles driven and available repairable vehicles; the satisfaction of all closing conditions and completion of the acquisition within the anticipated timeframe; the Company’s ability to complete the integration of acquired business within anticipated time periods and at expected cost levels; the Company’s ability to achieve synergies arising from successful integration of the acquired business; the impact of the acquisition on growth; the accuracy and completeness of the information (including financial information) regarding the acquired business; the absence of significant undisclosed costs or liabilities associated with the acquisition; the successful implementation of margin improvement initiatives; the future performance and results of our business and operations; general economic conditions, industry forecasts and/or trends, the government and regulatory environment and potential impacts thereof. Although the Company believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with those expressed or implied in such forward-looking statements, and they should not be unduly relied upon. There can be no assurance that such expectations and assumptions will prove to be correct. The forward-looking statements contained in this presentation describe the expectations of the Company as of the date of this press release. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.